INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • August 14th, 2006 • First Look Studios Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 10, 2005, by and among FIRST LOOK STUDIOS, INC., a Delaware corporation (the "Company"), and the undersigned investors listed on Schedule I attached hereto (each, an "Investor" and collectively, the "Investors").
INDEMNITY AGREEMENTIndemnity Agreement • August 14th, 2006 • First Look Studios Inc • Delaware
This AGREEMENT is made and entered into this 31st day of October, 1996, by and between OVERSEAS FILMGROUP, INC., a Delaware corporation (hereinafter called “Overseas”), and William F. Lischak (hereinafter called “Indemnitee”) (sometimes collectively referred to herein as “the Parties hereto”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • First Look Studios Inc • Delaware
This Employment Agreement (the “Agreement”) is entered into as of the 28th day of July 2005 between William F. Lischak (“Executive”) and First Look Media, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2006 • First Look Studios Inc • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 10, 2005, by and among FIRST LOOK STUDIOS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
GUARANTY AGREEMENT By and Among PFLM, LLC, As Agent, and THE LENDERS FROM TIME TO TIME A PARTY TO THE LOAN AGREEMENT BY AND AMONG PFLM, LLC, AS LENDERS, AND FIRST LOOK STUDIOS, INC., AS BORROWER, and FIRST LOOK ARTISTS, INC., As Guarantor Dated as of...Guaranty Agreement • August 14th, 2006 • First Look Studios Inc • New York
This GUARANTY AGREEMENT (the “Guaranty Agreement”) is entered into as of March 20, 2006, by and among FIRST LOOK ARTISTS, INC. (“Guarantor”), PFLM, LLC (“Prentice” or “Agent”), in its capacity as a lender and as agent for the lenders (collectively, the “Lenders”) from time to time party to the Loan Agreement (defined below) by and among FIRST LOOK STUDIOS, INC. (the “Borrower”) and the Lenders. Except as otherwise defined herein, capitalized terms used herein and defined in the Loan Agreement (as defined below) shall be used herein as therein defined.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 14th, 2006 • First Look Studios Inc • Delaware
This INVESTOR Rights Agreement (this "Agreement") is made and entered into as of June 25, 2002 by and between FIRST LOOK MEDIA, INC., a Delaware corporation (the "Company"), and SEVEN HILLS PICTURES, LLC., a Connecticut limited liability company (the "Purchaser"), with reference to the following facts.
ContractLicense Agreement • August 14th, 2006 • First Look Studios Inc
This amendment (the “Amendment”), dated as of January 14, 2004, is hereby made with reference to that certain License Agreement (the “Agreement”) dated as of October 1, 2003, between DEJ Productions Inc., (“Distributor”) and Media 8 Entertainment and MDP Distribution, Inc. (collectively, “Company”). Capitalized terms shall have the same meaning as in the Agreement.
LOAN AGREEMENT by and among FIRST LOOK ENTERTAINMENT, as Borrower and FIRST LOOK STUDIOS, INC., as Lender Dated as of March 20, 2006Loan Agreement • August 14th, 2006 • First Look Studios Inc • New York
This LOAN AGREEMENT is dated as of March 20, 2006 and entered into by and among FIRST LOOK ENTERTAINMENT, a California corporation (“Borrower”), and FIRST LOOK STUDIOS, INC., a Delaware corporation, as lender (“Lender”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • First Look Studios Inc
This Amendment to the Employment Agreement (the "Amendment") is made and entered into as of March 20, 2006 (the "Effective Date") by and between Christopher J. Cooney ("Executive") and First Look Studios, Inc. (formerly known as First Look Media, Inc.) a Delaware corporation ("Company"), to amend that certain Employment Agreement (the "Agreement") dated as of July 28, 2005, by and between Executive and Company For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agreement is hereby modified and amended as set forth herein. Except as otherwise indicated herein, all capitalized terms not defined herein will have the meaning given them in the Agreement.
CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of June 20, 2000 among OVERSEAS FILMGROUP, INC. as Borrower, THE GUARANTORS NAMED HEREIN and THE LENDERS NAMED HEREIN with THE CHASE MANHATTAN BANK, as Administrative Agent and THE CHASE...Credit, Security, Guaranty and Pledge Agreement • August 14th, 2006 • First Look Studios Inc • New York
CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT, dated as of June 20, 2000 (as amended, supplemented or otherwise modified, renewed or replaced from time to time, the "Credit Agreement"), among OVERSEAS FILMGROUP, INC., a Delaware corporation (the "Borrower"), the Guarantors named herein, the Lenders referred to herein, THE CHASE MANHATTAN BANK, a New York banking corporation, as Administrative Agent (in such capacity, the "Administrative Agent"), and THE CHASE MANHATTAN BANK, as Issuing Bank (in such capacity, the "Issuing Bank").
ASSIGNMENT AGREEMENTAssignment Agreement • August 14th, 2006 • First Look Studios Inc • New York
THIS ASSIGNMENT AGREEMENT (this “Agreement”), is made on May 31, 2006, among CORNELL CAPITAL PARTNERS, LP (the “Assignor”), CORNELL CAPITAL PARTNERS OFFSHORE, LTD (“CCPO”), HIGHGATE HOUSE FUNDS, LTD. (“HHF”) PRENTICE CAPITAL PARTNERS QP, LP (“PCPQP”), PRENTICE CAPITAL OFFSHORE, LTD. (“PCO”), PFLM, LLC (the “Assignee”, together with PCPQP and PCO, the “Prentice Parties”) and FIRST LOOK STUDIOS, INC. (the “Company”).
LICENSE AGREEMENTLicense Agreement • August 14th, 2006 • First Look Studios Inc • Texas
This LICENSE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2005, by and among BLOCKBUSTER INC., a Delaware corporation (“Licensor”), and D.E.J. PRODUCTIONS INC., a Delaware corporation, and FIRST LOOK MEDIA, INC., a Delaware corporation, jointly and severally (collectively, “Licensee”).
BRIDGE LOAN CREDIT AGREEMENT by and among FIRST LOOK STUDIOS, INC., as Borrower and PFLM LLC, as Agent and Lender and THE OTHER LENDERS PARTY HERETO as Lenders Dated as of March 20, 2006Bridge Loan Credit Agreement • August 14th, 2006 • First Look Studios Inc • New York
This BRIDGE LOAN CREDIT AGREEMENT is dated as of March 20, 2006 and entered into by and among FIRST LOOK STUDIOS, INC., a Delaware corporation (“Borrower”), the financial institutions who are or hereafter become parties to this Agreement as Lenders (each a “Lender” and, collectively, the “Lenders”), and PFLM, LLC, a Delaware limited liability company (in its individual capacity, “Prentice”), as a Lender and as Agent (“Agent”).
AMENDMENT TO BRIDGE LOAN CREDIT AGREEMENTBridge Loan Credit Agreement • August 14th, 2006 • First Look Studios Inc
Paragraph 1.5(b) of the Bridge Loan Credit Agreement dated as of March 20, 2006, entered into by and among the undersigned, is hereby amended to read as follows:
ContractFirst Look Studios Inc • August 14th, 2006 • New York
AMENDMENT NO. 1 dated as of May 16, 2001 to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000 among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the “Borrower”), the Guarantors named therein, the Lenders referred to therein, The Chase Manhattan Bank, as Administrative Agent (in its capacity as such, the “Administrative Agent”) and as Issuing Bank (as the same may be amended, supplemented or otherwise modified, the “Credit Agreement”).
License AgreementLicense Agreement • August 14th, 2006 • First Look Studios Inc • Texas
This agreement will confirm the terms of the license agreement (the “Agreement”) made as of October 1, 2003 (the “Effective Date”), between DEI Productions Inc., (“Distributor”), a Delaware corporation, with offices located at 5700 Wilshire Boulevard, Suite 510, Los Angeles, California 90035 and Media 8 Entertainment and MDP Distribution, Inc. (collectively, “Company”); a California corporation, with offices located at 1875 Century Park East, Suite 2000, Los Angeles, California 90067 with respect to the acquisition of certain rights in and to the motion picture currently entitled “Monster” (the “Picture”).
SALES AGENCY AND SERVICING AGREEMENT Dated as of June 14, 2006Sales Agency and Servicing Agreement • August 14th, 2006 • First Look Studios Inc • New York
SALES AGENCY AND SERVICING AGREEMENT (this "Agreement"), dated as of June 14, 2006, among FIRST LOOK SPV LLC, a Delaware limited liability company (the "Purchaser"), and FIRST LOOK STUDIOS, INC., a Delaware corporation ("First Look Studios"), as sales and servicing agent for the Purchaser hereunder (in such capacity, the "Sales and Servicing Agent").
SALE AND CONTRIBUTION AGREEMENT among FIRST LOOK SPV LLC, as Purchaser, and FIRST LOOK STUDIOS, INC., as Seller Dated as of June 14, 2006 Definitions Contribution and Transfer of Media Assets Conditions Precedent Representations and Warranties of the...Sale and Contribution Agreement • August 14th, 2006 • First Look Studios Inc • New York
Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F [Reserved] Form of Transfer Notice Information Tracking System License Agreement Form of Periodic Assignment Agreement Form of Officer’s Certificate Form of Seller Note
Acquisition & Distribution AgreementDistribution Agreement • August 14th, 2006 • First Look Studios Inc • California
Following is the agreement as of October 14, 2005 between Skouras Films, Inc. located at 8425 West 3rd Street Suite 405, Los Angeles, CA 90048 (hereafter "SFI"), on the one hand, and Ventura Distribution, Inc. ("Ventura") located at 2590 Conejo Spectrum Street, Thousand Oaks, (collectively the "parties"), whereby the parties terminate their previously formed motion picture acquisition venture, Skouras Ventura Film Partners, LLC ("SVFP") and proceed with this substituted motion picture acquisition arrangement described below.
INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • August 14th, 2006 • First Look Studios Inc • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into by and among First Look Media, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”), who, pursuant to separate contracts, have acquired shares, options, or conversion rights to acquire shares, of the Company’s common stock (the “Initial Stock”). However, notwithstanding anything to the contrary in this Agreement, Richard Williams, one of the Investors, shall not be entitled to the provisions of Sections 1, 3, 4, and 5 of this Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • First Look Studios Inc
This Amendment to the Employment Agreement (the "Amendment") is made and entered into as of March 20, 2006 (the "Effective Date") by and between William F. Lischak ("Executive") and First Look Studios, Inc. (formerly known as First Look Media, Inc.) a Delaware corporation ("Company"), to amend that certain Employment Agreement (the "Agreement") dated as of July 28, 2005, by and between Executive and Company. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agreement is hereby modified and amended as set forth herein. Except as otherwise indicated herein, all capitalized terms not defined herein will have the meaning given them in the Agreement.
ContractFirst Look Studios Inc • August 14th, 2006 • New York
AMENDMENT NO. 2 dated as of September 17, 2001 to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000, as amended, among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the “Borrower”), the Guarantors named therein, the Lenders referred to therein, The Chase Manhattan Bank, as Administrative Agent (in its capacity as such, the “Administrative Agent”) and as Issuing Bank (as the same may be amended, supplemented or otherwise modified, the “Credit Agreement”).
ContractFirst Look Studios Inc • August 14th, 2006 • New York
AMENDMENT NO. 6 dated as of April 30, 2004 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000, as amended, among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the “Borrower”), the Guarantors named therein, the Lenders referred to therein, JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent (in its capacity as such, the “Administrative Agent”) and as Issuing Bank (in its capacity as such, the “Issuing Bank”) (as the same has been amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • First Look Studios Inc
This Amendment to the Employment Agreement (the "Amendment") is made and entered into as of March 20, 2006 (the "Effective Date") by and between Henry Winterstern ("Executive") and First Look Studios, Inc. (formerly known as First Look Media, Inc.) a Delaware corporation ("Company"), to amend that certain Employment Agreement (the "Agreement") dated as of July 28, 2005, by and between Executive and Company. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agreement is hereby modified and amended as set forth herein. Except as otherwise indicated herein, all capitalized terms not defined herein will have the meaning given them in the Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended and Restated • August 14th, 2006 • First Look Studios Inc • California
THIS AGREEMENT (the "Agreement") is entered into this 21st day of December, 2004, by and between CAPITAL ENTERTAINMENT CORPORATION, (herein called "Company"), located at ___________________. a ________________ corporation, and RICHARD SHORE (herein called "Executive"), who resides at 6626 Colgate Ave, Los Angeles, California 90048.
SELLER NOTESeller Note • August 14th, 2006 • First Look Studios Inc
FIRST LOOK SPV LLC, a Delaware limited liability company (the "Purchaser"), hereby promises to pay to FIRST LOOK STUDIOS, INC., a Delaware corporation ("First Look") the aggregate principal amount of this Promissory Note, determined as described below, on the Maturity Date (as hereinafter defined) together with interest thereon which shall accrue for each Interest Period on the outstanding principal amount of this Promissory Note during such Interest Accrued Period at a rate per annum equal to LIBOR for the most recent Interest Period plus 3% and shall, subject to the terms and conditions hereof, be paid (x) on each Payment Date and/or (y) on the Maturity Date (as hereinafter defined); provided, that accrued interest on this Promissory Note which is not so paid may, at the option of First Look, be added to the principal amount of this Promissory Note. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Sale and Contribution Agreeme
ASSET PURCHASE AGREEMENT BY AND AMONG FIRST LOOK ENTERTAINMENT as Buyer, and STEVEN M. SPECTOR, A Professional Corporation solely in his capacity as the assignee for the benefit of the creditors of Ventura Distribution, Inc., Ventura Entertainment...Asset Purchase Agreement • August 14th, 2006 • First Look Studios Inc • California
This Asset Purchase Agreement (this “Agreement’), dated as of March __, 2006, is entered into by and among First Look Entertainment, a California corporation (“Buyer”), Steven M. Spector, A Professional Corporation (“Seller”), solely in its capacity as the assignee for the benefit of the creditors of Ventura Distribution, Inc., a California corporation, Ventura Releasing, LLC and Beauty Salon, LLC, each a California limited liability company, and Ventura Entertainment Enterprises, LLC, Ventura Distribution, LLC, Ventura Entertainment, LLC, Ventura Entertainment Productions, LLC, Housewives Comedy Entertainment, LLC, StudioWorks, LLC, and UrbanWorks, LLC, each a Delaware limited liability company (collectively, the “Debtors”), and the Debtors (for purposes of Sections 5.3, 5.4 and 5.7).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 14th, 2006 • First Look Studios Inc
Re: Amendment to Lease between Scott Mednick & Associates and 8000 Sunset Blvd.Consent and Reaffirmation • August 14th, 2006 • First Look Studios Inc
Enclosed please find, for your files, an original executed first amendment to lease, and originals of two subordination agreements. We will forward the third subordination agreement relating to the storage lease when it has been executed by The Long-Term Credit Bank. Please let me know if you have any questions.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2006 • First Look Studios Inc • California
THIS INDEMNIFICATION AGREEMENT ("Agreement") is executed as of March 20, 2006, by and between FIRST LOOK ENTERTAINMENT, INC., a California corporation (the "Buyer"), and STEVEN M. SPECTOR, A Professional Corporation (the "Seller", and together with the Buyer, the "Parties").
ContractFirst Look Studios Inc • August 14th, 2006 • New York
AMENDMENT NO. 4 dated as of February 18, 2003 to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000, as amended, among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the “Borrower”), the Guarantors named therein, the Lenders referred to therein, JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent (in its capacity as such, the “Administrative Agent”) and as Issuing Bank (in its capacity as such, the “Issuing Bank”) (as the same may be amended, supplemented or otherwise modified, the “Credit Agreement”).
DEJ STOCK PURCHASE AGREEMENT by and among BLOCKBUSTER INC., D.E.J. PRODUCTIONS INC. and FIRST LOOK MEDIA, INC. November_, 2005Dej Stock Purchase Agreement • August 14th, 2006 • First Look Studios Inc • New York
This DEJ STOCK PURCHASE AGREEMENT is entered into by and among Blockbuster Inc., D.E.J. Productions Inc. and First Look Media, Inc.
ContractFirst Look Studios Inc • August 14th, 2006 • New York
AMENDMENT NO. 5 dated as of April 18, 2003 to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000, as amended, among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the “Borrower”), the Guarantors named therein, the Lenders referred to therein, JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent (in its capacity as such, the “Administrative Agent”) and as Issuing Bank (in its capacity as such, the “Issuing Bank”) (as the same may be amended, supplemented or otherwise modified, the “Credit Agreement”).
SHOPPING CENTER LEASE between 8000 SUNSET, LTD., a California Limited Partnership, Landlord and SCOTT MEDNICK & ASSOCIATES, INC., a California corporation, doing business as THINK NEW IDEAS, INC., TenantWork Letter Agreement • August 14th, 2006 • First Look Studios Inc • California
AGREEMENT OF SUBLEASE BETWEEN SCOTT MEDNICK & ASSOCIATES, INC., a California corporation, doing business as THINK NEW IDEAS, INC. AS SUBLANDLORD, AND FIRST LOOK MEDIA, INC., a Delaware corporation, AS SUBTENANT Dated: November 15, 2001 SUBLEASEAgreement of Sublease • August 14th, 2006 • First Look Studios Inc
THIS SUBLEASE (the “Sublease”) is entered into as of November 15, 2001, by and between SCOTT MEDNICK & ASSOCIATES, INC., a California corporation, doing business as THINK NEW IDEAS, INC. (the “Sublandlord”), and FIRST LOOK MEDIA, INC., a Delaware corporation (the “Subtenant”).
