ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERSVoting Agreement • December 22nd, 1999 • Todd Ao Corp • Services-allied to motion picture production • Delaware
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 30th, 1998 • Todd Ao Corp • Services-allied to motion picture production • California
RecitalsStock Option Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • Delaware
INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made and entered into this 18th day of June, 1997 by and between the Todd-AO Corporation, a Delaware corporation, and Todd-AO HD, Inc., a California corporation (collectively, the...Indemnification Agreement • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production • California
2,500,000 SHARES THE TODD-AO CORPORATION CLASS A COMMON STOCK UNDERWRITING AGREEMENTTodd Ao Corp • October 24th, 1996 • Services-allied to motion picture production • New York
EXHIBIT 1 CONTRIBUTION AGREEMENT PURSUANT TO LIVEWIRE CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT is made as of June 9, 2000, by and between Liberty Media Corporation, a Delaware corporation ("Liberty Media") and Liberty Livewire Corporation...Contribution Agreement • August 3rd, 2000 • Liberty Livewire Corp • Services-allied to motion picture production • Delaware
AMENDMENT NO. 1Liberty Livewire Corp • April 1st, 2002 • Services-motion picture & video tape distribution • New York
AMENDMENT NO. 2Liberty Livewire Corp • May 15th, 2002 • Services-motion picture & video tape distribution • New York
INTRODUCTIONEmployment Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • California
Exhibit (a)(1) FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT ("Fourth Amendment") is entered into as of October 1, 1996 by and between THE TODD-AO CORPORATION, a Delaware corporation (the "Borrower") and BANK OF...Credit Agreement • April 14th, 1997 • Todd Ao Corp • Services-allied to motion picture production • California
INTRODUCTIONEmployment Agreement • March 27th, 2003 • Ascent Media Group Inc • Services-motion picture & video tape distribution • California
AMENDMENT NO. 3Credit Agreement • November 15th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
MERGER AGREEMENT AMONGMerger Agreement • June 21st, 1999 • Todd Ao Corp • Services-allied to motion picture production • New York
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 30th, 1998 • Todd Ao Corp • Services-allied to motion picture production • California
RECITALSSubordination Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
Exhibit 1 AGREEMENT AND PLAN OF MERGER Dated as of December 10, 1999Agreement and Plan of Merger • December 22nd, 1999 • Todd Ao Corp • Services-allied to motion picture production • Delaware
SECTION 1. DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • December 10th, 1999 • Todd Ao Corp • Services-allied to motion picture production • California
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 30th, 1998 • Todd Ao Corp • Services-allied to motion picture production • California
INTRODUCTIONEmployment Agreement • May 15th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • California
1. PURPOSEJoint Venture Agreement • November 30th, 1998 • Todd Ao Corp • Services-allied to motion picture production • California
Exhibit (a)(2) November 8, 1996 Mr. Christopher D. Jenkins 390 South Grand Avenue Pasadena, California 91105 Dear Mr. Jenkins: This letter will constitute the Employment Agreement ("Agreement") between The Todd-AO Corporation, ("the Company"), and...Todd Ao Corp • April 14th, 1997 • Services-allied to motion picture production • California
NONCOMPETITION AGREEMENTNoncompetition Agreement • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production • London
RECITALSCredit Agreement • January 8th, 2001 • Liberty Livewire Corp • Services-allied to motion picture production • New York
RECITALSCredit Agreement • August 14th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
As of June 28, 2002Credit Agreement • August 14th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
RECITALSStock Purchase Agreement • October 8th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • Colorado
among SELLERS listed on Exhibit A hereto,Purchase Agreement • February 16th, 2001 • Liberty Livewire Corp • Services-allied to motion picture production • New York
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production
INTRODUCTIONEmployment Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • California
5,349,700 September 30, 2002 FOR VALUE RECEIVED, the undersigned ("Borrower") hereby promises to pay to the order of Liberty Media Corporation, its successors and assigns (the "Lender"), on the Maturity Date (as defined in the Credit Agreement...Liberty Livewire Corp • October 8th, 2002 • Services-motion picture & video tape distribution
FOR VALUE RECEIVED, the undersigned ("Borrower") hereby promises to pay to the order of Liberty Media Corporation, its successors and assigns (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of FIVE MILLION THREE HUNDRED FORTY NINE THOUSAND SEVEN HUNDRED DOLLARS ($5,349,700), plus interest thereon as provided in the Credit Agreement.
EXHIBIT 10.9 AGREEMENT DATED AS OF DECEMBER 22, 2000, BETWEEN LIBERTY MEDIA CORPORATION ("LIBERTY") AND LIBERTY LIVEWIRE CORPORATION ("LIVEWIRE").Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
EXHIBIT 10.22 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of June 1, 2001, between LIBERTY LIVEWIRE CORPORATION, a Delaware corporation ("Company"), and Salah M. Hassanein ("Seller").Form of Registration Rights Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into as of the 18th day of June, 1997, by and between The Todd-AO Corporation, a Delaware corporation ("Company"); Hollywood Digital Limited...Registration Rights Agreement • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production
RECITALSCredit Agreement • August 14th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • Colorado
LETTERHEAD]Todd Ao Corp • October 24th, 1996 • Services-allied to motion picture production
