THE FILM DEPARTMENT HOLDINGS, INC. [ ] Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
Girard Securities, Inc. as Representative of the several Underwriters named in Schedule A hereto c/o Girard Securities, Inc. 9560 Waples Street, Suite B San Diego, California 92121
ContractWarrant Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • California
THIS WARRANT MAY NOT BE EXERCISED PRIOR TO ___, 2010 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO THAT DATE EXCEPT TO AN OFFICER OR PARTNER OF THE HOLDER. THIS WARRANT WILL EXPIRE AND BE VOID AFTER ___, 2015.
WAIVER, CONSENT AND AMENDMENT February 27, 2009Waiver, Consent and Amendment • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
The undersigned, constituting the Required Holders, the Company, THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Collateral Agent, and TFD LITERARY ACQUISITIONS, LLC, a Delaware limited liability company (“TFD Acquisitions”) pursuant to and in accordance with the provisions of the Securities Purchase Agreement (as defined below), in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, hereby agree as follows:
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT dated as of September 9, 2008 (this “Amendment”) with respect to the Securities Purchase Agreement dated as of June 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers party thereto and UNION BANK OF CALIFORNIA, N.A., as collateral agent for the Secured Parties defined therein (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”). Terms defined in the Securities Purchase Agreement and not otherwise defined herein are used herein as therein defined.
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND OTHER NOTE DOCUMENTSSecurities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND OTHER NOTE DOCUMENTS dated as of August 12, 2009 (this “Amendment”), with respect to the Securities Purchase Agreement dated as of June 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers party thereto and UNION BANK, N.A., formerly known as Union Bank of California, N.A. (“UBOC”), as collateral agent for the Secured Parties defined therein (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”). Terms defined in the Securities Purchase Agreement and not otherwise defined herein are used herein as therein defined.
AMENDMENT NO 2 TO FORBEARANCE AGREEMENTForbearance Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
Amendment No. 2 dated as of September 9, 2009 (this “Amendment”) to the Forbearance Agreement and Amendment to Securities Purchase Agreement and Other Note Documents dated as of September 2, 2009 (as amended by Amendment No. 1, dated as of September 4, 2009, the “Forbearance Agreement”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND OTHER NOTE DOCUMENTSSecurities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND OTHER NOTE DOCUMENTS dated as of June 29, 2009 (this “Amendment”), with respect to the Securities Purchase Agreement dated as of June 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers party thereto and UNION BANK, N.A., formerly known as Union Bank of California, N.A. (“UBOC”), as collateral agent for the Secured Parties defined therein (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”). Terms defined in the Securities Purchase Agreement and not otherwise defined herein are used herein as therein defined.
FORBEARANCE AGREEMENT AND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND OTHER NOTE DOCUMENTSForbearance Agreement and Amendment to Securities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
This Forbearance Agreement and Amendment to Securities Purchase Agreement and other Note Documents (this “Agreement”) is entered into as of September 2, 2009, by and among THE FILM DEPARTMENT, LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the other Company Parties (as defined below and set forth on the signature pages to this Agreement party hereto and UNION BANK, in its capacity as collateral agent for the Holders (in such capacity, together with its successors and assigns, the “Collateral Agent”), and the Holders set forth on the signature pages to this Agreement (each a “Holder” and collectively, the “Holders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement referred to below.
SECURITIES PURCHASE AGREEMENT $30,000,000 PRINCIPAL AMOUNT OF SECURED SECOND LIEN NOTES DUE 2014 AND WARRANTS TO PURCHASE CLASS C UNITS Dated as of June 27, 2007 among THE FILM DEPARTMENT LLC, as the Company THE FILM DEPARTMENT HOLDINGS LLC, as one of...Securities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
This SECURITIES PURCHASE AGREEMENT, dated as of June 27, 2007, is entered into among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers (as defined below)and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT dated as of May 22, 2008 (this “Amendment”) with respect to the Securities Purchase Agreement dated as of June 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers party thereto and UNION BANK OF CALIFORNIA, N.A., as collateral agent for the Secured Parties defined therein (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”). Terms defined in the Securities Purchase Agreement and not otherwise defined herein are used herein as therein defined.
BUYOUT AGREEMENTBuyout Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
This Buyout Agreement (this “Agreement”) is entered into as of November 23, 2009, by and among H & W MOVIE PARTNERS, LLC, a Delaware limited liability company (“HWMP”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), the other Company Parties (as defined in the Forbearance Agreement referred to below) party hereto, UNION BANK, N.A., in its capacity as collateral agent for Holders (in such capacity, together with its successors and assigns, the “Collateral Agent”), and the Holders set forth on the signature pages to this Agreement (each a “Holder” and collectively, the “Holders”).
FORM OF OMNIBUS AMENDMENT TO NOTE DOCUMENTSOmnibus Amendment to Note Documents • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
THIS OMNIBUS AMENDMENT TO NOTE DOCUMENTS (this “Amendment”) is entered into as of June ___, 2010 (the “Amendment Date”), by and among H & W MOVIE PARTNERS, LLC, a Delaware limited liability company (“HWMP”), THE FILM DEPARTMENT HOLDING, INC, a Delaware corporation (which is successor to “The Film Department Holdings LLC,” “Holdings”), THE FILM DEPARTMENT LLC, a Delaware limited liability company (“Company”), the other Company Parties (as defined in the Buyout Agreement referred to below), [Union Bank, N.A., a national banking association (“Union”)][Revise Collateral Agent definition if Union not stepping back in], in its capacity as collateral agent for the Holders, and the Holders (“Collateral Agent”), and the Holders set forth on the signature pages to this Amendment (each a “Holder” and collectively, the “Holders”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND OTHER NOTE DOCUMENTSSecurities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND OTHER NOTE DOCUMENTS dated as of July 31, 2009 (this “Amendment”), with respect to the Securities Purchase Agreement dated as of June 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers party thereto and UNION BANK, N.A., formerly known as Union Bank of California, N.A. (“UBOC”), as collateral agent for the Secured Parties defined therein (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”). Terms defined in the Securities Purchase Agreement and not otherwise defined herein are used herein as therein defined.
AMENDMENT NO 1 TO FORBEARANCE AGREEMENTForbearance Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
Amendment No. 1 dated as of September 4, 2009 (this “Amendment”) to the Forbearance Agreement and Amendment to Securities Purchase Agreement and Other Note Documents dated as of September 4, 2009 (the “Forbearance Agreement”).
AMENDMENT AND CONSENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
AMENDMENT AND CONSENT TO SECURITIES PURCHASE AGREEMENT dated as of February 27, 2009 (this “Amendment”), with respect to the Securities Purchase Agreement dated as of June 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers party thereto and UNION BANK, N.A., formerly known as Union Bank of California, N.A. (“UBOC”) as collateral agent for the Secured Parties defined therein (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”). Terms defined in the Securities Purchase Agreement and not otherwise defined herein are used herein as therein defined.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
AMENDMENT NO. 1 dated as of August 7, 2007 (“Amendment”) to the Securities Purchase Agreement dated as of June 27, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) among THE FILM DEPARTMENT LLC, a Delaware limited liability company (the “Company”), THE FILM DEPARTMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Purchasers named therein and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties defined therein (in such capacity, and together with its successors and permitted assigns, the “Collateral Agent”). Terms defined in the Securities Purchase Agreement and not otherwise defined herein are used herein as therein defined.
