LEASE INTENDED AS SECURITY ("Lease") dated as of December 30, 1998, between BA LEASING & CAPITAL CORPORATION, a California corporation with its principal office at 555 California Street, San Francisco, California, 94104 ("Lessor") and THE TODD-AO...Lease Agreement • January 14th, 1999 • Todd Ao Corp • Services-allied to motion picture production • California
Exhibit 3 CONSULTING AGREEMENT CONSULTING AGREEMENT (the "Agreement") dated December 10, 1999, between THE TODD-AO CORPORATION, a Delaware corporation (the "Company"), LIBERTY MEDIA CORPORATION, a Delaware corporation ("Liberty"), SALAH M. HASSANEIN...Consulting Agreement • December 22nd, 1999 • Todd Ao Corp • Services-allied to motion picture production • California
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
AMENDMENT NO. 1Credit Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
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
PROMISSORY NOTEPromissory Note • March 27th, 2003 • Ascent Media Group Inc • 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 FOUR MILLION DOLLARS ($4,000,000), plus interest thereon as provided in the Credit Agreement.
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
INTRODUCTIONEmployment Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • California
INTRODUCTIONEmployment Agreement • March 27th, 2003 • Ascent Media Group Inc • Services-motion picture & video tape distribution • 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...Employment Agreement • April 14th, 1997 • Todd Ao Corp • Services-allied to motion picture production • California
1. PURPOSEJoint Venture Agreement • November 30th, 1998 • Todd Ao Corp • Services-allied to motion picture production • California
EXHIBIT 10.2 June 28, 2002 Liberty Livewire Corporation 520 Broadway Santa Monica, CA 90401 Ladies and Gentlemen: Reference is made to the Subordination Agreement, dated as of June 22, 2001 (the "Subordination Agreement"), by Liberty Livewire...Subordination Agreement • August 14th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
INTRODUCTIONEmployment Agreement • May 15th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • California
SECTION 1. DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • December 10th, 1999 • Todd Ao Corp • Services-allied to motion picture production • 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
NONCOMPETITION AGREEMENTNoncompetition Agreement • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production • London
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 30th, 1998 • Todd Ao Corp • Services-allied to motion picture production • California
RECITALSCredit Agreement • January 8th, 2001 • Liberty Livewire Corp • Services-allied to motion picture production • New York
Exhibit 1 AGREEMENT AND PLAN OF MERGER Dated as of December 10, 1999Merger Agreement • December 22nd, 1999 • Todd Ao Corp • Services-allied to motion picture production • Delaware
As of June 28, 2002Credit Agreement • August 14th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
RECITALSCredit 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
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 30th, 1998 • Todd Ao Corp • Services-allied to motion picture production • California
2,500,000 SHARES THE TODD-AO CORPORATION CLASS A COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 1996 • Todd Ao Corp • Services-allied to motion picture production • 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").Registration Rights Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
INTRODUCTIONEmployment Agreement • April 1st, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • California
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
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production • California
among SELLERS listed on Exhibit A hereto,Purchase Agreement • February 16th, 2001 • Liberty Livewire Corp • Services-allied to motion picture production • New York
June 19, 1997Employment Agreement • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production • California
AMENDMENT NO. 2Amendment No. 2 • May 15th, 2002 • Liberty Livewire Corp • Services-motion picture & video tape distribution • New York
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETSPurchase and Sale Agreement • July 7th, 1997 • Todd Ao Corp • Services-allied to motion picture production • California
