0001019687-07-003771 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 6th, 2007 • Genius Products Inc • Services-allied to motion picture production • New York
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AMENDMENT NO. 1 TO ALLOCATION OF ACCOUNTS RECEIVABLE AND INTERCREDITOR AGREEMENT
Receivable and Intercreditor Agreement • November 6th, 2007 • Genius Products Inc • Services-allied to motion picture production • New York

THIS AMENDMENT NO. 1 TO ALLOCATION OF ACCOUNTS RECEIVABLE AND INTERCREDITOR AGREEMENT (this “Amendment”), dated as of November 1, 2007, is entered into by and between (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 (as defined in the Intercreditor Agreement referred to below).

REAFFIRMATION OF GUARANTY AGREEMENT Dated as of November 1, 2007
Reaffirmation of Guaranty Agreement • November 6th, 2007 • Genius Products Inc • Services-allied to motion picture production

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.

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