PLEDGE AGREEMENTPledge Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
This PLEDGE AGREEMENT, dated as of October 18, 2011 (together with all amendments, if any, from time to time hereto, this “Agreement”), between ACCESS DIGITAL CINEMA PHASE 2, CORP., a Delaware limited liability company (the “Pledgor”) and SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
GUARANTY AND SECURITY AGREEMENT DATED AS OF OCTOBER 18, 2011 AMONG CINEDIGM DIGITAL FUNDING 2, LLC, AND EACH GRANTOR FROM TIME TO TIME PARTY HERETO AND SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, AS COLLATERAL AGENTGuaranty and Security Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
GUARANTY AND SECURITY AGREEMENT, dated as of October 18, 2011, by CINEDIGM DIGITAL FUNDING 2, LLC, a Delaware limited liability company (the "Borrower"), and each of the other entities that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the "Grantors"), in favor of Société Générale, New York Branch, as collateral agent (in such capacity, together with its successors and permitted assigns, the "Collateral Agent") for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).
AGREEMENT NO. 8463Master Equipment Lease • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
This MASTER EQUIPMENT LEASE (“Master Lease”) is effective as of October 18, 2011 (the "Effective Date"), and is by and between CHG-MERIDIAN U.S. Finance, Ltd., a California corporation (“Lessor”), having its principal office at 21800 Oxnard Street, Suite 410, Woodland Hills, CA 91367, and CDF2 Holdings, LLC, a Delaware limited liability company ("Lessee"), having its principal office at 55 Madison Avenue, Suite 300, Morristown, NJ 07960.
SECURITY AGREEMENT DATED AS OF OCTOBER 18, 2011 AMONG CDF2 HOLDINGS, LLC, AND EACH GRANTOR FROM TIME TO TIME PARTY HERETO AND SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, AS COLLATERAL AGENTSecurity Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
SALE AND CONTRIBUTION AGREEMENT among CINEDIGM DIGITAL CINEMA, CORP., Cinedigm ACCESS DIGITAL CINEMA PHASE 2, CORP., Parent CDF2 HOLDINGS, LLC, as Seller and CINEDIGM DIGITAL FUNDING 2, LLC, as Purchaser Dated as of October 18, 2011Sale and Contribution Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
SALE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 18, 2011, among CINEDIGM DIGITAL CINEMA, CORP., a Delaware corporation (“Cinedigm”), ACCESS DIGITAL CINEMA PHASE 2, CORP., a Delaware corporation (the “Parent”), CDF2 HOLDINGS, LLC, a Delaware limited liability company (the “Seller”), and CINEDIGM DIGITAL FUNDING 2, LLC, a Delaware limited liability company (the “Purchaser”).
SECURITY AGREEMENT DATED AS OF OCTOBER 18, 2011 AMONG CDF2 HOLDINGS, LLC, AND EACH GRANTOR FROM TIME TO TIME PARTY HERETO AND SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, AS COLLATERAL AGENTSecurity Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of October 18, 2011, by CDF2 HOLDINGS, LLC, a Delaware limited liability company ( “Holdings”), and each of the other entities that becomes a party hereto pursuant to Section 8.6 (together with Holdings, the “Grantors”), in favor of Société Générale, New York Branch, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for CHG-MERIDIAN U.S. FINANCE, LTD., a California corporation (“CHG”), and any other CHG Lease Participants (as defined in the Multiparty Agreement) (collectively with CHG, the “Secured Parties”).
CREDIT AGREEMENT DATED AS OF OCTOBER 18, 2011 AMONG CINEDIGM DIGITAL FUNDING 2, LLC AS THE BORROWER, SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, NATIXIS NEW YORK BRANCH, AS SYNDICATION AGENT, ING CAPITAL LLC, AS...Credit Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
This CREDIT AGREEMENT dated as of October 18, 2011, is entered into among CINEDIGM DIGITAL FUNDING 2, LLC, a Delaware limited liability company (the "Borrower"), the Lenders, and SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH ("SG"), as Administrative Agent and Collateral Agent.
MULTIPARTY AGREEMENT Dated as of October 18, 2011 among CINEDIGM DIGITAL FUNDING 2, LLC, as Borrower, ACCESS DIGITAL CINEMA PHASE 2, CORP., CDF2 HOLDINGS, LLC, CINEDIGM DIGITAL CINEMA CORP., CHG-MERIDIAN U.S. FINANCE, LTD.,Multiparty Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
TABLE OF CONTENTS Page SECTION 1. Definitions 2 1.1 Defined Terms 2 1.2 Terms Generally 25 SECTION 2. Priority of Liens 25 2.1 Separate Classification, Subordination 25 2.2 Prohibition on Contesting Liens 26 2.3 No New Liens 27 2.4 Similar Liens and Agreements 27 SECTION 3. Consent and Agreement 28 3.1 Consent to Assignment and Contribution 28 3.2 Rights Upon Event of Default Under Phase 2 Collateral Contracts 28 3.3 Payment Direction 30 3.4 Consent to Contract Change 31 SECTION 4. Cash Management and Waterfall 32 4.1 Establishment of Cash Management Accounts 32 4.2 Deposits into Collection Account or Distributor Lockbox Account; Transfer to Collection Account 34 4.3 Debt Service Reserve and Debt Service Reserve Account 34 4.4 Applications on Monthly Application Date 35 4.5 Applications on Quarterly Application Date 38 4.6 Retention by Holdings 42 4.7 Distributions from the Debt Service Account 42 4.8 Payment Instructions 42 4.9 Deposits To/Distributions From Equipment Purchase Account
SALE AND LEASEBACK AGREEMENTSale and Leaseback Agreement • October 24th, 2011 • Cinedigm Digital Cinema Corp. • Services-business services, nec
This Sale and Leaseback Agreement is entered into on October 18, 2011 by and between CDF2 Holdings, LLC, a Delaware limited liability company ("Seller"), and CHG-MERIDIAN U.S. Finance, Ltd., a California corporation ("Buyer").
