CONFIDENTIAL TREATMENT REQUESTED BY ACCESS INTEGRATED TECHNOLOGIES, INC. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.Credit Agreement • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York
This CREDIT AGREEMENT, dated as of August 1, 2006, is entered into among CHRISTIE/AIX, INC., a Delaware corporation (the “Borrower”), the Lenders and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
GUARANTY AND SECURITY AGREEMENT Dated as of August 1, 2006 among CHRISTIE/AIX, INC. and Each Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral AgentGuaranty and Security Agreement • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York
GUARANTY AND SECURITY AGREEMENT, dated as of August 1, 2006, by CHRISTIE/AIX, INC., a Delaware corporation (the “Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York
This Registration Rights Agreement is entered into as of July 31, 2006, by Access Integrated Technologies, Inc., a Delaware corporation (the “Company”), and the stockholders signatory hereto (collectively, “Stockholders” and, individually, a “Stockholder”).
FORM OF NOTEAccess Integrated Technologies Inc • November 14th, 2006 • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, Christie/AIX, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Loans of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement (as hereinafter defined).
CREDIT AGREEMENTCredit Agreement • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • Minnesota
THIS CREDIT AGREEMENT, dated as of December 29, 2005, is by and between UNIQUESCREEN MEDIA, INC., a Delaware corporation (the “Borrower”), and EXCEL BANK MINNESOTA, a Minnesota state banking corporation (the “Bank”).
FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York
THIS FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT (“First Amendment”) is entered into effective as of the 31st day of July 2006, by and among Access Integrated Technologies, Inc., a Delaware corporation (“Buyer”), UniqueScreen Media, Inc., a Delaware corporation (the “Company”), the holders of all of the capital stock of the Company listed on the signature pages hereto (collectively, the “Sellers” and, individually, a “Seller”), and Granite Equity Limited Partnership, as the Stockholder Representative.
REVOLVING NOTEAccess Integrated Technologies Inc • November 14th, 2006 • Services-business services, nec
This Note is payable as follows: (i) interest accruing on this Note shall be due and payable on the last day of each month, commencing January 31, 2006, and at maturity or earlier prepayment in full; and (ii) the principal of this Note and all accrued interest shall be due and payable on December 31, 2008. The Borrower may prepay at anytime and from time to time, all or any portion of the balance from time to time remaining on this Note, without penalty or premium. Payments hereunder shall be applied first to the payment of accrued interest and then to the reduction of principal.
SECURITY AGREEMENTSecurity Agreement • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • Minnesota
IN CONSIDERATION of one dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
STOCK PURCHASE AND SALE AGREEMENTConfidential Treatment • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York
THIS STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of July 6, 2006, by and among Access Integrated Technologies, Inc., a Delaware corporation (the “Buyer”), UniqueScreen Media, Inc., a Delaware corporation (the “Company”), the holders of all of the capital stock of the Company listed on the signature pages hereto (collectively, “Sellers” and, individually, a “Seller”), and Granite Equity Limited Partnership, as the Stockholder Representative.
PLEDGE AGREEMENTPledge Agreement • November 14th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York
This PLEDGE AGREEMENT, dated as of August 1, 2006 (together with all amendments, if any, from time to time hereto, this “Agreement”), between ACCESS DIGITAL MEDIA, INC., a Delaware corporation (the “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
FIRST AMENDMENTAccess Integrated Technologies Inc • November 14th, 2006 • Services-business services, nec • New York
FIRST AMENDMENT, effective as of August 30, 2006 (the “Amendment”), with respect to that certain Credit Agreement, dated as of August 1, 2006 (the “Credit Agreement”), among Christie/AIX, Inc., a Delaware corporation (the “Borrower”), the Lenders and General Electric Capital Corporation, a Delaware corporation (“GE Capital”), as the administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
