AND SUNTRUST BANK, AS TRUSTEE INDENTUREIndenture • April 29th, 2005 • Movie Gallery Inc • Services-video tape rental • New York
ANDEmployment Agreement • April 2nd, 2001 • Movie Gallery Inc • Services-video tape rental • Alabama
amongCredit Agreement • April 29th, 2005 • Movie Gallery Inc • Services-video tape rental • New York
Exhibit 10.17 CREDIT AGREEMENTCredit Agreement • April 5th, 1999 • Movie Gallery Inc • Services-video tape rental • North Carolina
ASSIGNMENT AGREEMENTAssignment Agreement • August 15th, 2001 • Movie Gallery Inc • Services-video tape rental • New York
1. Background 3 2. Definitions 3 3. Employment 6 4. Responsibilities 6 5. Non- Stock Compensation and Reimbursements 7 6. Stock Based Compensation 9 7. [Intentionally Left Blank] 9 8. Termination 10 9. Proprietary Information 10 10. Covenant Not To...Employment Agreement • April 6th, 1998 • Movie Gallery Inc • Services-video tape rental • Alabama
WITNESSETH:Employment Contract • April 25th, 2002 • Movie Gallery Inc • Services-video tape rental
EXHIBIT 10.1 MOVIE GALLERY, INC. (a Delaware corporation) 11% Senior Notes due 2012 PURCHASE AGREEMENT April 25, 2005Movie Gallery Inc • April 29th, 2005 • Services-video tape rental • New York
Exhibit 4.0 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of December 16, 2002 (the "Agreement"), between Movie Gallery, Inc., a Delaware corporation (the "Corporation"), and American Stock Transfer & Trust Company (the "Rights Agent"). The Board of...Rights Agreement • December 18th, 2002 • Movie Gallery Inc • Services-video tape rental • Delaware
EXECUTION VERSION MOVIE GALLERY, INC. 11% Senior Notes Due 2012 REGISTRATION RIGHTS AGREEMENT April 27, 2005 Wachovia Capital Markets, LLC Merrill Lynch, Pierce, Fenner & Smith, Incorporated CIBC World Markets, Corp. As Initial Purchasers under the...Registration Rights Agreement • April 29th, 2005 • Movie Gallery Inc • Services-video tape rental • New York
Exhibit 10.18 ASSET PURCHASE AGREEMENT TABLE OF CONTENTSAsset Purchase Agreement • April 5th, 1999 • Movie Gallery Inc • Services-video tape rental • Delaware
ARTICLE VII..................................................................44 7. REPRESENTATIONS AND WARRANTIES.......................................44 7.1 Corporate Organization and Power............................44 7.2 Authorization;...Credit Agreement • August 15th, 2001 • Movie Gallery Inc • Services-video tape rental • Alabama
EXHIBIT 10.12 Consulting Agreement between William B. Snow and M.G.A., Inc. December 12, 1996 William B. Snow 517 Riveredge Parkway Dothan, Alabama 36301 RE: Retirement and Consulting Agreement Dear Bill: This letter sets forth my understanding of the...Consulting Agreement • April 7th, 1997 • Movie Gallery Inc • Services-video tape rental
EXHIBIT 10.9 [*] Confidential portions of this Agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 1997 Proposal for Movie GalleryMovie Gallery Inc • April 7th, 1997 • Services-video tape rental
SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT dated as of October 16, 2007 among MOVIE GALLERY, INC., CERTAIN SUBSIDIARIES OF MOVIE GALLERY, INC. as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead...Credit and Guaranty Agreement • October 19th, 2007 • Movie Gallery Inc • Services-video tape rental • New York
This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT, dated as of October 16, 2007, is entered into by and among MOVIE GALLERY, INC., a Delaware corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below) (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”) and as Documentation Agent (in such capacity, “Documentation Agent”), and THE BANK OF NEW YORK (“BNY”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of March 8, 2007 among MOVIE GALLERY, INC., CERTAIN SUBSIDIARIES OF MOVIE GALLERY, INC. as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger and Syndication Agent, and...Credit and Guaranty Agreement • March 14th, 2007 • Movie Gallery Inc • Services-video tape rental • New York
This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of March 8, 2007, is entered into by and among MOVIE GALLERY, INC., a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”), and CAPITALSOURCE FINANCE LLC (“CapitalSource”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
8,250,000 Shares of Common Stock MOVIE GALLERY, INC. UNDERWRITING AGREEMENT May 15, 2002Underwriting Agreement • May 22nd, 2002 • Movie Gallery Inc • Services-video tape rental • New York
BEAR, STEARNS & CO. INC. THOMAS WEISEL PARTNERS LLC as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 and Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, California 94104
Employee R E S T R I C T E D S T O C K P U R C H A S E A G R E E M E N T Non- transferable GRANT TO ---------------- ("Grantee") by Movie Gallery, Inc. (the "Corporation") of shares of its common stock, $0.001 par value (the "Shares") ----------...Movie Gallery Inc • October 21st, 2005 • Services-video tape rental
Exhibit 10.5 December 21, 1998 William B. Snow 517 Riveredge Parkway Dothan, Alabama 36301 RE: Retirement and Consulting Agreement Dear Bill: This letter sets forth my understanding of the arrangement which we have discussed, and upon execution by...Movie Gallery Inc • April 5th, 1999 • Services-video tape rental
Exhibit 1.1 8,250,000 Shares of Common Stock MOVIE GALLERY, INC. UNDERWRITING AGREEMENTMovie Gallery Inc • May 15th, 2002 • Services-video tape rental • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2008 • Movie Gallery Inc • Services-video tape rental • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the Effective Date by and among Movie Gallery, Inc., a Delaware corporation (the “Company”), Sopris Capital Advisors LLC (“Sopris”) and its Affiliates (collectively, the “Beneficiaries”). Capitalized terms used but not otherwise defined herein are defined in Section 9 hereof.
AGREEMENT AND PLAN OF MERGER by and among HOLLYWOOD ENTERTAINMENT CORPORATION and MOVIE GALLERY, INC. and TG HOLDINGS, INC.Agreement and Plan of Merger • January 12th, 2005 • Movie Gallery Inc • Services-video tape rental • Oregon
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 9, 2005, by and among Hollywood Entertainment Corporation, an Oregon corporation (the “Company”), Movie Gallery, Inc., a Delaware corporation (“Parent”), and TG Holdings, Inc., an Oregon corporation (“Acquiror”) wholly owned by Parent.
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2008 • Movie Gallery Inc • Services-video tape rental • Delaware
This EMPLOYMENT AGREEMENT (hereinafter referred to as “Agreement”) is entered into as of June 9, 2008, by and between SHERIF MITYAS (hereinafter referred to as “Executive”) and MOVIE GALLERY, INC., a Delaware corporation, (hereinafter referred to as the “Company”).
CONVERSION AGREEMENTConversion Agreement • October 8th, 2008 • Movie Gallery Inc • Services-video tape rental • New York
This Conversion Agreement (this “Agreement”) is entered into on [ ], by and between [ ], a [ ] (“Lender”), and Movie Gallery, Inc., a Delaware corporation (the “Company”).
PLAN SUPPORT AGREEMENTPlan Support Agreement • January 24th, 2008 • Movie Gallery Inc • Services-video tape rental • New York
THIS IS NOT A SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL THE DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of May 20, 2008 among MOVIE GALLERY, INC., CERTAIN SUBSIDIARIES OF MOVIE GALLERY, INC. as Guarantors, VARIOUS LENDERS SOPRIS PARTNERS SERIES A OF SOPRIS CAPITAL PARTNERS, LP as Arranger, THE BANK OF NEW...Credit and Guaranty Agreement • May 28th, 2008 • Movie Gallery Inc • Services-video tape rental • New York
REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of May 20, 2008, by and among MOVIE GALLERY, INC., a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time,, SOPRIS PARTNERS SERIES A OF SOPRIS CAPITAL PARTNERS, LP, as Arranger (“Arranger”), THE BANK OF NEW YORK, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
BETWEENExecutive Employment Agreement • August 6th, 2007 • Movie Gallery Inc • Services-video tape rental • Alabama
RECITALSChapter 11 Financing Agreement • April 11th, 2002 • Movie Gallery Inc • Services-video tape rental
PART II AMENDMENTS TO THE EXISTING CREDIT AGREEMENTMovie Gallery Inc • September 29th, 2005 • Services-video tape rental
PARAGRAPH PAGE NO. --------- -------- 1. Background 3 2. Definitions 3 3. Employment 6 4. Responsibilities 6 5. Stock Compensation and Benefits; Reimbursements 7 6. Term; Termination 8 7. Proprietary Information 9 8. Covenant Not To Compete 10 9....Executive Employment Agreement • July 20th, 2006 • Movie Gallery Inc • Services-video tape rental • Alabama
THIRD AMENDMENT TO FORBEARANCE AGREEMENT This THIRD AMENDMENT TO FORBEARANCE AGREEMENT ("Third Amendment"), dated as of August 27th, 2007, is entered into by and among MOVIE GALLERY, INC., a Delaware corporation ("Borrower"), the Lenders party hereto,...Forbearance Agreement • August 28th, 2007 • Movie Gallery Inc • Services-video tape rental • New York
FIRST AMENDMENT TO SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 30th, 2007 • Movie Gallery Inc • Services-video tape rental • New York
FIRST AMENDMENT (“Amendment”), dated as of November 26, 2007, to the Secured Super-Priority Debtor in Possession Credit and Guaranty Agreement, dated as of October 16, 2007 (“Credit Agreement”), by and among MOVIE GALLERY, INC., a Delaware corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below) (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. as Syndication Agent and as Documentation Agent, and THE BANK OF NEW YORK as Administrative Agent and as Collateral Agent.
Re: Amendment to Lock Up Agreement and Plan Term SheetMovie Gallery Inc • November 21st, 2007 • Services-video tape rental
Reference is made to (i) that certain Lock Up, Voting and Consent Agreement dated October 14, 2007 (“Lock Up Agreement”), by and among Movie Gallery, Inc. and certain of its affiliate signatories thereto (the “Debtors”), and Sopris Capital Advisors LLC and certain second lien lender signatories thereto (the “Consenting Holders”), (ii) that certain Proposed Restructuring Term Sheet attached as Exhibit A to the Lock Up Agreement (the “Plan Term Sheet”) and (iii) that certain Rights Offering Term Sheet attached as Exhibit A-4 to the Plan Term Sheet (the “Rights Offering Term Sheet” and together with the Lock Up Agreement and the Plan Term Sheet, in each case as amended through the date hereof, the “Restructuring Agreements”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Lock Up Agreement.
SECOND AMENDMENT THIS SECOND AMENDMENT, dated as of March 15, 2006 (this "Amendment"), is among MOVIE GALLERY, INC. (the "U.S. Borrower"), MOVIE GALLERY CANADA, INC. (the "Canadian Borrower" and, together with the U.S. Borrower, the "Borrowers"),...Movie Gallery Inc • March 17th, 2006 • Services-video tape rental • New York
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2002 • Movie Gallery Inc • Services-video tape rental
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Third Amendment") is made effective as of the 15th day of August, 2002, between MOVIE GALLERY, INC., a Delaware corporation (the "Borrower"), and SOUTHTRUST BANK, an Alabama banking corporation, as Agent (the "Agent"). Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
