CREDIT AGREEMENTCredit Agreement • August 16th, 2007 • Genius Products Inc • Services-allied to motion picture production • New York
GUARANTY AGREEMENTGuaranty Agreement • August 16th, 2007 • Genius Products Inc • Services-allied to motion picture production • New York
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of August 10, 2007, by GENIUS PRODUCTS, INC., a Delaware corporation (“GPI”), each of the other signatories hereto and each of the other entities which becomes a party hereto pursuant to Section 23 hereof (each of GPI and such subsidiaries and other entities, together with its successors and permitted assigns, 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 party to the Credit Agreement referred to below.
SECURITY AGREEMENTSecurity Agreement • August 16th, 2007 • Genius Products Inc • Services-allied to motion picture production • New York
THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of August 10, 2007, is made by and among GENIUS PRODUCTS, LLC, a Delaware limited liability company (the “Borrower”), GENIUS PRODUCTS, INC., a Delaware corporation (“GPI”), each of the other signatories hereto, each of the other entities which becomes a party hereto pursuant to Section 10.15 (each of the foregoing, including the Borrower, a “Grantor” and collectively, the “Grantors”), and SOCIÉTÉ GÉNÉRALE, as Collateral Agent for the Administrative Agent, the Lenders referenced below and Affiliates of Lenders party to Lender Rate Contracts (in such capacity, the “Collateral Agent”).
ALLOCATION OF ACCOUNTS RECEIVABLE AND INTERCREDITOR AGREEMENTAllocation of Accounts Receivable and Intercreditor Agreement • August 16th, 2007 • Genius Products Inc • Services-allied to motion picture production • New York
THIS ALLOCATION OF ACCOUNTS RECEIVABLE AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of August 10, 2007, is entered into by and among (1) GENIUS PRODUCTS, LLC, a Delaware limited liability company (formerly known as The Weinstein Company Funding LLC) (“Borrower”), (2) THE WEINSTEIN COMPANY LLC, a Delaware limited liability company (on behalf of itself and all Licensor Controlled Affiliates (as defined in the Weinstein Distribution Agreement referred to below), in such capacity, “TWC”) and (3) SOCIÉTÉ GÉNÉRALE, in its capacity as administrative agent and in its capacity as collateral agent (in such capacities, the “Administrative Agent”) for the lenders party from time to time to the Credit Agreement and the other Credit Documents described below (together with such lenders and affiliates of a lender under Lender Rate Contracts, the “SG Lenders”), to set forth the process for dividing the proceeds of accounts receivable of the Borrower and the Guarantors (as defined below) an
