REAFFIRMATION OF GUARANTY AGREEMENT Dated as of November 1, 2007
Exhibit 99.3
Dated
as
of November 1, 2007
Reference
is made to that certain Guaranty Agreement, dated as of August 10, 2007
(the “Guaranty”), executed by GENIUS PRODUCTS, INC., a Delaware
corporation (“GPI”) and each of the other signatories thereto (each of
GPI and such other signatories, a “Guarantor” and collectively, the
“Guarantors”), in favor of SOCIÉTÉ GÉNÉRALE, as Administrative Agent for
the Lenders and the Collateral Agent (in such capacity, together with its
successors and permitted assigns, the “Administrative Agent”), and each
of the lenders.
This
Reaffirmation is in reference to that certain Amended and Restated Credit
Agreement, dated on or about November 1, 2007 (the “Amended and Restated
Credit Agreement”), among Genius Products, LLC, the lenders party thereto
from time to time and Société Générale, as Administrative Agent and Collateral
Agent. Unless otherwise defined herein, all capitalized terms used in
this Reaffirmation that are defined in the Amended and Restated Credit Agreement
shall have the respective meanings assigned to them in the Amended and Restated
Credit Agreement.
Each
of
the undersigned hereby acknowledges and consents to the Amended and Restated
Credit Agreement and the other Credit Documents being executed in connection
therewith and confirms and agrees that the Guaranty and each other Credit
Document previously executed by the undersigned remains in full force and effect
in accordance with its terms and is hereby reaffirmed and ratified by each
of
the undersigned, and each of the undersigned hereby confirms that the
representations and warranties contained in each the Guaranty (including any
incorporated by reference to the Original Agreement (as defined in the Amended
and Restated Credit Agreement) and the Amended and Restated Credit Agreement,
as
applicable) are (before and after giving effect to the Amended and Restated
Credit Agreement, except for representations and warranties made as of a
specified date, which shall be true and correct in all material respects as
of
such date) true and correct in all material respects.
This
Reaffirmation may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
to
this Reaffirmation may execute this Reaffirmation by signing any such
counterpart. Transmission by facsimile of an executed counterpart of
this Reaffirmation shall be deemed to constitute due and sufficient delivery
of
such counterpart.
This
Reaffirmation shall be governed by, and construed in accordance with, the laws
of the State of New York without reference to conflicts of law rules other
than
Section 5-1401 of the General Obligations Law of the State of New
York.
[This
Space Intentionally Left Blank]
IN
WITNESS WHEREOF, each of the undersigned has caused this Reaffirmation to be
duly executed by its authorized officer as of the day and year first above
written.
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GUARANTORS:
GENIUS
PRODUCTS, INC.,
a
Delaware corporation
By:
/s/ Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: President
AMERICAN
VANTAGE MEDIA, LLC,
a
Nevada limited liability company
By: /s/
Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: President
WELLSPRING
MEDIA, LLC,
a
Delaware limited liability company
By: /s/
Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: President
WELLSPRING
PRODUCTIONS, LLC,
a
Delaware limited liability company
By: /s/
Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: President
CASTALIAN
DC, LLC,
a
Delaware limited liability company
By: /s/
Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: Manager
THE
THIRTEEN THIRTY ONE LLC,
an
Illinois limited liability company
By: /s/
Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: Manager
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CASTALIAN,
LLC,
an
Illinois limited liability company
By: /s/
Xxxxxx
Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: Manager
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