FOURTH AMENDMENT TO MASTER CONTRIBUTION AGREEMENT
Exhibit
2.5
FOURTH
AMENDMENT TO
This
Fourth Amendment to the Master Contribution Agreement (this “Amendment”)
is
entered into as of June 28, 2006 by and among Genius Products, Inc., a Delaware
corporation (“Genius”),
The
Xxxxxxxxx Company LLC, a Delaware limited liability company (“TWC”),
The
Xxxxxxxxx Company Holdings LLC, a Delaware limited liability company
(“TWC
Holdings”),
and
The Xxxxxxxxx Company Funding LLC, a Delaware limited liability company
(“TWC
Funding”),
and
amends that certain Master Contribution Agreement entered into by and among
the
parties dated as of December 5, 2005 (as amended, the “Agreement”).
Capitalized terms and matters of construction deemed or established in the
Agreement shall be applied in this Amendment as defined or established in the
Agreement.
RECITAL
A. The
parties desire to amend the Agreement to change the Outside Date, as defined
in
Section 7.1(b)(i) of the Agreement from June 30, 2006 to July 21,
2006.
AGREEMENT
In
consideration of the foregoing and the representations, warranties, covenants
and agreements contained in this Amendment and the Agreement, and intending
to
be legally bound hereby, the parties hereby agree as follows:
1. Change
of Outside Date.
Effective as of the date hereof, the defined term “Outside Date,” as defined in
Section 7.1(b)(i) of the Agreement, shall be changed from June 30, 2006 to
July
21, 2006 for all purposes under the Agreement.
2. Effect
of Amendment.
Except
as expressly provided in this Amendment, the Agreement shall remain unchanged
and shall continue in full force and effect.
3. Counterparts.
This
Amendment may be signed by the parties in counterparts, which together shall
constitute one and the same agreement among the parties.
[Signature
page to follow]
IN
WITNESS WHEREOF, each of the parties has caused this Fourth Amendment to the
Agreement to be executed on its behalf as of the date first written
above.
|
GENIUS
PRODUCTS, INC.
|
THE
XXXXXXXXX COMPANY LLC
|
|
|
By:
/s/ Xxxxxx Xxxxxxxxxx
|
By:
/s/ Xxxxx Xxxxxx
|
|
|
Name:
Xxxxxx Xxxxxxxxxx
|
Name:
Xxxxx Xxxxxx
|
|
|
Title:
Chief Executive Officer
|
Title:
Executive Vice President and CFO
|
|
|
THE
XXXXXXXXX COMPANY HOLDINGS LLC
|
THE
XXXXXXXXX COMPANY FUNDING LLC
|
|
|
By:
/s/ Xxxxx Xxxxxx
|
By:
/s/ Xxxxx Xxxxxx
|
|
|
Name:
Xxxxx Xxxxxx
|
Name:
Xxxxx Xxxxxx
|
|
|
Title:
Executive Vice President and CFO
|
Title:
Executive Vice President and
CFO
|
