Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. DEFINITIONS........................................................... 1 SECTION 1.02. OTHER DEFINITIONS..................................................... 14 SECTION 1.03....All American Communications Inc • October 22nd, 1996 • Services-motion picture & video tape production • New York
OPTION AGREEMENTOption Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
EXHIBIT 3 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement") dated as of October 1, 1997, by and among Pearson plc, a corporation organized under the laws of the United Kingdom ("Purchaser"), Pearson Merger Company, Inc., a Delaware...Stockholders Agreement • October 7th, 1997 • All American Communications Inc • Services-motion picture & video tape production • Delaware
1 EXHIBIT 9.2.1 SHAREHOLDERS AGREEMENT Extended Shareholders Agreement, effective as of August 25, 1996, by and among All American Communications, Inc., a Delaware corporation (the "Company"), Anthony J. Scotti ("A. Scotti"), Benjamin J. Scotti ("B....Shareholders Agreement • March 28th, 1997 • All American Communications Inc • Services-motion picture & video tape production • New York
3 4 Bankruptcy Code or to being set aside or annulled under any applicable state law relating to fraud on creditors. In determining the limitations, if any, on the amount of the Guarantor's Obligations hereunder pursuant to the preceding sentence, it...Operating Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
1 EXHIBIT 10.39 PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of November 20, 1995 by and between All American Fremantle, Inc., a Delaware corporation ("AAF" or "Pledgor"), and The Interpublic Group of Companies, Inc., a Delaware corporation...Pledge Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
2- 3 of the Option Shares to the Representatives for the respective accounts of the Underwriters and payment of the purchase price by certified or official bank check or checks payable in New York Clearing House (next day) funds to an Attorney-in-fact...All American Communications Inc • December 8th, 1995 • Services-motion picture & video tape production • New York
EXHIBIT 10.3 LICENSE AGREEMENT 1. IDENTIFICATION: This license agreement (this "Agreement") is dated as of the 6th day of October, 1995 and is entered into between Mark Goodson Productions, LLC, a New York limited liability company ("Licensor")...License Agreement • October 27th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
PEARSON PLC ANDAgreement and Plan of Merger • October 7th, 1997 • All American Communications Inc • Services-motion picture & video tape production • Delaware
INTERCREDITOR AGREEMENT dated as of October 6, 1995 among (i) CHEMICAL BANK as Agent, (ii) THE INTERPUBLIC GROUP OF COMPANIES, INC. ("IPG"), (iii) ALL AMERICAN GOODSON, INC., a wholly owned subsidiary of All American Communications Inc. ("AAG"), (iv)...Intercreditor Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
EXHIBIT 4 AGREEMENT NOT TO COMPETE This Agreement Not to Compete (this "AGREEMENT") is entered into as of October 1, 1997, by and between All American Communications, Inc., a Delaware corporation ("COMPANY"), on the one hand, and Anthony J. Scotti, an...Agreement • October 7th, 1997 • All American Communications Inc • Services-motion picture & video tape production • California
1 Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of October 11, 1996Registration Rights Agreement • October 22nd, 1996 • All American Communications Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.4 "THE PRICE IS RIGHT" NETWORK PRODUCTION AGREEMENT 1. IDENTIFICATION This production agreement (the "Agreement") is dated as of the 6th day of October, 1995 and is entered into between Interpublic Game Shows, Inc., a wholly-owned...Production Agreement • October 27th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BETWEEN AND AMONG MARK GOODSON PRODUCTIONS, L.P.Asset Purchase Agreement • October 27th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
OPERATING AGREEMENTOperating Agreement • October 27th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
1 Exhibit 10.7(A) AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of April 13, 1995 AS AMENDED AND RESTATED as of October 23, 1996,All American Communications Inc • November 6th, 1996 • Services-motion picture & video tape production
3 4 Greek corporation, 5% of its outstanding common stock and (v) Fremantle de Espana, a Spanish corporation, 0.4% of its common stock) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims,...Purchase Agreement • October 22nd, 1996 • All American Communications Inc • Services-motion picture & video tape production • New York
1 EXHIBIT 10.36 GENERAL SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of November 20, 1995, made by All American Goodson, Inc. ("AAG" or the "Debtor") in favor of The Interpublic Group of Companies, Inc. ("IPG") as contemplated by the...General Security Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
July 13, 1995Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production
3 4 Bankruptcy Code or to being set aside or annulled under any applicable state law relating to fraud on creditors. In determining the limitations, if any, on the amount of the Guarantor's Obligations hereunder pursuant to the preceding sentence, it...Operating Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
1 EXHIBIT 10.37 GENERAL SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of November 20, 1995, made by All American Television II, Inc. ("AATII" or the "Debtor") in favor of The Interpublic Group of Companies, Inc. ("IPG") as contemplated by the...General Security Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN ALL AMERICAN COMMUNICATIONS, INC. AND ANTHONY J. SCOTTI This Fifth Amendment to Employment Agreement entered into as of this 1st day of October, 1997, between All American Communications, Inc. (the...Employment Agreement • October 7th, 1997 • All American Communications Inc • Services-motion picture & video tape production
This letter will serve to clarify and amend Section 1(c) of the Agreement. All American has represented and warranted to USA that ** is ** to ** in ** Baywatch Episodes in each of the ** television seasons of Baywatch Episodes, if such seasons are...Agreement • September 29th, 1995 • All American Communications Inc • Services-motion picture & video tape production
EXHIBIT 10.2 "THE PRICE IS RIGHT" NETWORK LICENSE AGREEMENT 1. IDENTIFICATION: This license (the "Agreement") agreement is dated as of the 6th day of October, 1995 and is entered into between All American Goodson, Inc. ("Sublicensor" or "AAG"), a...Network License Agreement • October 27th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
3 4 Bankruptcy Code or to being set aside or annulled under any applicable state law relating to fraud on creditors. In determining the limitations, if any, on the amount of the Guarantor's Obligations hereunder pursuant to the preceding sentence, it...Operating Agreement • December 8th, 1995 • All American Communications Inc • Services-motion picture & video tape production • New York
