Standard Contracts
CREDIT AGREEMENT Dated as of June 30, 2017 among DHX MEDIA LTD., as the Borrower, and ROYAL BANK OF CANADA, as Administrative Agent, Swingline Lender and L/C Issuer, and The Other Lenders Party Hereto RBC CAPITAL MARKETS* and JEFFERIES FINANCE LLC, as...Credit Agreement • September 24th, 2018 • DHX Media Ltd. • Services-allied to motion picture distribution • New York
Any increase or decrease in the Applicable Commitment Fee resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date the applicable Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that “Pricing Level II” shall apply without regard to the First Lien Net Leverage Ratio (i) at any time after the date on which any annual or quarterly financial statements were required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b) but were not so delivered, commencing with the first Business Day immediately following such required date of delivery and continuing until the first Business Day immediately following the date on which such financial statement are delivered or (ii) at all times when an Event of Default under Section 8.01(a), (f) or (g) shall have occurred and be continuing. Notwithstanding anything to the contrary contained in this definition, the determ
8,667,000 Shares DHX MEDIA LTD. (incorporated under the Canada Business Corporations Act) Variable Voting Shares Common Voting Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2016 • DHX Media Ltd. • Services-allied to motion picture distribution • Ontario
DHX Media Ltd., a company continued under the Canada Business Corporations Act (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Canaccord Genuity Corp. is acting as representative (the “Representative”), an aggregate of 8,667,000 shares of the Company (the “Firm Shares”), consisting of a combination of variable voting shares of the Company (the “Variable Voting Shares”) and common voting shares of the Company (the “Common Voting Shares”). The Company has also granted to the several Underwriters an option to purchase up to an aggregate of 1,300,050 additional shares of the Company, consisting of a combination of Variable Voting Shares and Common Voting Shares, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
DHX MEDIA LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA SPECIAL WARRANT INDENTURE Providing for the Issue of Special WarrantsSpecial Warrant Indenture • June 1st, 2017 • DHX Media Ltd. • Services-allied to motion picture distribution
WHEREAS, pursuant to the terms of the Underwriting Agreement, the Corporation sold an aggregate of 140,000 Subscription Receipts at the purchase price of $1,000 per Subscription Receipt;
UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2017 • DHX Media Ltd. • Services-allied to motion picture distribution • Ontario
OMNIBUS AMENDMENT AND CONSENTOmnibus Amendment and Consent • September 24th, 2018 • DHX Media Ltd. • Services-allied to motion picture distribution • New York
OMNIBUS AMENDMENT AND CONSENT, dated as of June 5, 2018 (this “Amendment and Consent”), to and under (a) the Credit Agreement, dated as of June 30, 2017, among DHX MEDIA LTD., a Canadian corporation (the “Borrower”), the Lenders party thereto and Royal Bank of Canada, as Swingline Lender, L/C Issuer and Administrative Agent (the Credit Agreement as amended by this Amendment and Consent, the “Amended Credit Agreement”), (b) the Security Agreement, dated as of June 30, 2017, among the Borrower, certain other Loan Parties party thereto and the Administrative Agent (the “U.S. Security Agreement”), and (c) the Canadian Security Agreement, dated as of June 30, 2017, among the Borrower, certain other Loan Parties party thereto and the Administrative Agent (the “Canadian Security Agreement” and, together with the U.S. Security Agreement, the “Security Agreements”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreem
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG ICON NY HOLDINGS LLC, IBG BORROWER LLC, ICONIX BRAND GROUP, INC., DHX MEDIA LTD., AND DHX SSP HOLDINGS LLC DATED MAY 9, 2017Membership Interest Purchase Agreement • July 24th, 2017 • DHX Media Ltd. • Services-allied to motion picture distribution • New York
AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2015 • DHX Media Ltd.
Reference is made to the underwriting agreement dated as of November 14, 2013 (the “Underwriting Agreement”), entered into between Canaccord Genuity Corp. (“Canaccord Genuity”), RBC Dominion Securities Inc., Scotia Capital Inc., Byron Capital Markets Ltd., GMP Securities L.P., Euro Pacific Canada Inc., Jacob Securities Inc. and Global Maxfin Capital Inc. (together, the “Underwriters”) and DHX Media Ltd. (the “Corporation”). Except as otherwise defined in this letter, capitalized terms have the meanings ascribed thereto in the Underwriting Agreement.
FIRST AMENDING AGREEMENTFirst Amending Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
THIS AMENDING AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014 by and among Bell Media Inc. (“Vendor”) and DHX Media Ltd. (“Purchaser”, and together with Bell, the “Parties”).
AMENDING AGREEMENTAmending Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
WHEREAS the parties to this Amending Agreement entered into a purchase agreement dated April 3, 2014 (the “Original Purchase Agreement”) to provide for the purchase by DHX of all stock owned by, and a loan receivable of, Skystone (formerly known as Epitome Group Holdings Inc.) and certain stock owned by Schuyler;
DHX Media Enters Into Agreement to Sell Building on Bartley DriveAgreement of Purchase and Sale • April 2nd, 2019 • DHX Media Ltd. • Services-allied to motion picture distribution
HALIFAX, April 2, 2019 /CNW/ - DHX Media (or the "Company") (TSX: DHX, NASDAQ: DHXM), a global children's content and brands company, has entered into an Agreement of Purchase and Sale to sell a building it owns on Bartley Drive, Toronto. The sale is part of the Company's ongoing strategic shift to focus and streamline its operations. Under the terms of the agreement, DHX Media has agreed to sell the facility for total consideration of $12.0 million. The transaction is expected to close on or about June 6, 2019 and is subject to customary closing conditions. Proceeds from the transaction will be used to pay down debt.
AMENDING AGREEMENTPurchase Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
WHEREAS the parties to this Amending Agreement entered into a purchase agreement dated April 3, 2014 (the “Purchase Agreement”) to provide for the purchase by DHX of all stock owned by, and a loan receivable of, Skystone (formerly known as Epitome Group Holdings Inc.) and certain stock owned by Schuyler;
LINDA SCHUYLER - and - EPITOME GROUP HOLDINGS INC. - and - DHX MEDIA LTD. AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF EPITOME DISTRIBUTION INC., PWT DISTRIBUTION INC., EPITOME PICTURES INC. AND EPITOME STUDIOS INC. AND THE PURCHASE OF A LOAN...Purchase Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each Party, the Parties agree as follows:
Accretive deal adds library, including Disney XD's Slugterra, and increases content outputAcquisition Agreement • May 28th, 2015 • DHX Media Ltd.
HALIFAX, Dec. 2, 2014 /CNW/ - DHX Media Ltd. ("DHX" or the "Company") (TSX: DHX.A, DHX.B), a key player internationally in the creation of content for families and children, has entered into a definitive agreement to acquire Nerd Corps Entertainment Inc. and its subsidiaries ("Nerd Corps"). The purchase price will be up to $57 million, inclusive of excess cash in Nerd Corps at closing, to be determined as a post-closing adjustment. The price is payable as to up to $32.7 million from cash and the remainder through the issuance of 2,963,748 DHX shares. DHX expects the transaction to be accretive to net earnings per share for fiscal 2015. Nerd Corps recorded unaudited fiscal 2013 revenues of approximately $20.0 million, and adjusted EBITDA of approximately $10.6 million. Completion of the transaction is subject to a number of conditions including the receipt of bank and Toronto Stock Exchange consent, and is anticipated to close by December 24, 2014.
SHARE PURCHASE AGREEMENT Relating to the Purchase of Family and Disney Junior (English) Disney Junior (French) Disney XD BETWEEN BELL MEDIA INC. – and – DHX MEDIA LTD. MADE AS OF November 27th, 2013Share Purchase Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 24th, 2018 • DHX Media Ltd. • Services-allied to motion picture distribution
This Amendment No. 1 to Membership Interest Purchase Agreement (this “Amendment”), dated as of July 20, 2018, is by and between DHX SSP Holdings LLC, a Delaware limited liability company (“Seller”), DHX Media Ltd., a corporation organized under the Laws of Canada (“DHX”) and GoNoGo Inc., a Delaware corporation (“Purchaser”), as successor by assignment from Sony Music Entertainment (Japan) Inc., a corporation organized under the Laws of Japan (“SMEJ”), and amends that certain Membership Interest Purchase Agreement, made and entered into as of May 13, 2018, by and among Seller, SMEJ and, solely for purposes of Section 3.3 thereof, DHX (the “Purchase Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings respectively ascribed thereto in the Purchase Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DHX SSP Holdings LLC, DHX Media Ltd., AND SONY MUSIC ENTERTAINMENT (JAPAN) INC. DATED MAY 13, 2018Membership Interest Purchase Agreement • May 23rd, 2018 • DHX Media Ltd. • Services-allied to motion picture distribution • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated and entered into as of May 13, 2018 by and among DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (“Seller”), and, solely for purposes of Section 3.3, DHX Media Ltd., a corporation organized under the Laws of Canada (“DHX”), on the one hand, and Sony Music Entertainment (Japan) Inc., a corporation organized under the Laws of Japan (“Purchaser”), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • December 12th, 2019 • DHX Media Ltd. • Services-allied to motion picture distribution • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of November 26, 2019 (this “Amendment”), to that certain Credit Agreement, dated as of June 30, 2017, as amended by that certain Omnibus Amendment and Consent, dated as of July 23, 2018 (as such document may have been further amended or otherwise modified to but excluding the date hereof, the “Existing Credit Agreement”), among DHX MEDIA LTD., a Canadian corporation (the “Borrower”), the Lenders party thereto and Royal Bank of Canada, as Swingline Lender, L/C Issuer and Administrative Agent (the Existing Credit Agreement as amended by this Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.
DHX Media and Sony Pictures Animation taking Cloudy with a Chance of Meatballs to televisionTelevision Production Agreement • May 28th, 2015 • DHX Media Ltd.
HALIFAX, Oct. 9, 2014 /CNW/ - DHX Media Ltd. (“DHX” or the “Company”) (TSX: DHX.A, DHX.B), a key player internationally in the creation of content for families and children, has signed a deal with Sony Pictures Animation to expand the film franchise Cloudy with a Chance of Meatballs into television with a brand-new animated series.
DHX MEDIA LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA - and - CANACCORD GENUITY CORP. - and - RBC DOMINION SECURITIES INC. SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of 140,000 Subscription Receipts May 31, 2017 SUBSCRIPTION RECEIPT...Subscription Receipt Agreement • June 1st, 2017 • DHX Media Ltd. • Services-allied to motion picture distribution • Ontario
WHEREAS the Corporation proposes to create and issue 140,000 Subscription Receipts at a price of $1000.00 per Subscription Receipt on a private placement basis, with each Subscription Receipt representing the right to acquire one Special Warrant in the manner herein set forth. Each Special Warrant will be automatically exercised, upon the satisfaction of certain conditions, for no additional consideration, to acquire $1,000 principal amount of Convertible Debentures;
DHX Media to acquire Family Channel and three other children's channels from Bell Media Transaction expected to be materially accretive, provide strong and stable cash flow, revenue diversificationAcquisition Agreement • May 28th, 2015 • DHX Media Ltd.
HALIFAX, Nov. 28, 2013 /CNW/ - DHX Media Ltd. ("DHX" or the "Company") (TSX: DHX) has entered into a definitive agreement to acquire Family, the most-viewed children's channel in Canada, as well as Disney XD, Disney Junior (English-language channel) and Disney Junior (French-language channel) (together the "Family Channel Business") from Bell Media for approximately $170 million in cash, subject to certain customary post-closing adjustments. The purchase price is expected to be financed with an expanded underwritten credit facility and with cash on hand. The transaction is expected to close in 2014 pending approval by the Competition Bureau and the Canadian Radio-television and Telecommunications Commission ("CRTC") and satisfaction of other customary closing conditions.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
Canaccord Genuity Corp. (“Canaccord Genuity”), RBC Dominion Securities Inc., Scotia Capital Inc., Byron Capital Markets Ltd., GMP Securities L.P., Euro Pacific Canada Inc., Jacob Securities Inc. and Global Maxfin Capital Inc. (collectively, the “Underwriters”) understand that DHX Media Ltd. (the “Corporation”) desires to issue and sell to the Underwriters an aggregate of 9,725,000 common shares in the capital of the Corporation (the “Initial Shares”).
