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9
The indebtedness evidenced by this instrument is subordinated to the prior payment in full of the
Senior Indebtedness (as defined in the Intercreditor and Subordination Agreement hereinafter
referred to) pursuant to, and to the extent provided in the Intercreditor and Subordination
Agreement, dated as of August 9, 2006 by and between Ableco Finance LLC, as collateral agent
and as administrative agent, and BHC Interim Funding II, L.P., and acknowledged by Echo
Bridge Entertainment, LLC and Platinum Disc, LLC.
COPYRIGHT SECURITY AGREEMENT
THIS COPYRIGHT SECURITY AGREEMENT ("Agreement") is dated and made as of
August 9, 2006 by Echo Bridge Entertainment, LLC, a Delaware limited liability company
("Parent"), with its chief executive office at 75 Second Avenue, Suite 500, Needham,
Massachusetts 02494 and Platinum Disc, LLC, a Minnesota limited liability company, with its
chief executive office at 3089 Airport Road, La Crosse, Wisconsin 54602 (each, the "Grantor"
and collectively are referred to herein as, the "Grantors"), in favor of BHC Interim Funding II,
L.P., a Delaware limited partnership (the "Lender"), with offices at 444 Madison Avenue, New
York, New York 10022.
WITNESSETH:
WHEREAS, each Grantor is a party to that certain Senior Term Loan and Security
Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
"Loan and Security Agreement"), dated as of the date hereof by and among the Grantors, each
subsidiary of Parent as a guarantor thereunder, and Lender, pursuant to which the Lender is
concurrently making the Term Loan to the Borrower;
WHEREAS, it is a condition precedent to the effectiveness of the Loan and Security
Agreement that the Grantors shall have executed this Agreement and granted the security interest
in favor of the Lender, as contemplated hereby; and
WHEREAS, this Agreement is given and is intended to provide additional security for
the Obligations.
NOW, THEREFORE, in consideration of the premises and to induce the Lender to enter
into the Loan and Security Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each Grantor hereby agrees with the Lender
as follows:
1.
Definitions. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Loan and Security Agreement. In addition, the following
term has the meaning set forth below:
"Copyrights" means all of the Grantor:;’ now-owned or hereafter acquired,
whether foreign or domestic, right, title and interest in znd to any and all (a) unregistered and
common law copyrights, (b) copyright registrations arid renewals ("Registrations"), and (i)
applications for copyright registrations and rtrnewals ("Applications") in any and all media, and
(ii) all income, royalties, damages and payments now or hereafter due and/or payable under or
with respect thereto, including, without limitation, payments under all licenses entered into in
121529.01036/6475507v.7
connection therewith and damages and payments for past, present or future infringements
thereof, (iii)the right to sue for past, present and future infringements thereof, (iv) all other
rights corresponding thereto throughout the world, and (v) all proceeds thereof.
2.
Security Interest. As collateral security for the Obligations, each Grantor hereby
grants to the Lender, a valid, continuing security interest in and Lien on the Copyrights, with
power of sale to the extent permitted by the Loan and Security Agreement (the "Security
interest,,).
’
3.
Representations, Warranties and Agreements. Each Grantor hereby represents,
warrants and agrees as follows (all of which representations, warranties and agreements shall
survive the execution and delivery of this Agreement and the closing of the transactions
contemplated by the Loan Documents):
(a)
Copyrights. Exhibit A accurately lists all Registrations and Applications
owned by the Grantors as of the date hereof. Each of the Registrations and Applications listed or
required to be listed on Exhibit A is, to the knowledge of each applicable Grantor, subsisting, has
not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable. If,
before the Obligations shall have been paid and satisfied in full, the Grantors shall (a) become
aware of any existing material unregistered copyrights, Registrations or Applications of which
each Grantor has not previously informed the Lender, or (b) become entitled to the ownership of
any material unregistered copyrights, Registrations or Applications, which ownership is not in
existence on the date hereof, the provisions of this Agreement above shall automatically apply
thereto and the Grantors shall give to the Lender prompt written notice thereof, in no event more
than forty five (45) days after such entitlement or knowledge on the part of Grantors. With
respect to all pending applications for registration at the U.S. Copyright Office, Grantors shall
provide Lender with at least thirty (30) days written notice in advance of the anticipated issuance
of the registration, to enable Lender to perfect the security interest in the same, authorized in
Section 3(c) hereinbelow. Each Grantor hereby authorizes the Lender to modify this Agreement
by amending Exhibit A by replacing it with any such amended schedule provided by the
Grantors under the provisions of this paragraph.
(b)
Title. To the best knowledge of the applicable Grantor, the Grantors have
sole and absolute title to each of the Copyrights free and clear of all Liens (subject only to the
Security Interest and, to the extent applicable, Permitted Encumbrances). The Grantors (i) will
have, at the time the Grantors acquire any rights in Copyrights hereafter arising, sole and
absolute title, except in the event of shared title, in which case, the Grantors shall promptly
notify the Lender, to each such Copyright free and clear of all Liens (subject only to the Security
Interest and, to the extent applicable, Permitted Encumbrances), and (ii) will keep all Copyrights
free and clear of all Liens (subject only to the Security Interest and, to the extent applicable,
Permitted Encumbrances), except in each case as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.
(c)
Valid Security Imerest. This Agreement creates a continuing, valid
security interest in favor of the Lender in the Copyrights, as security for the Obligations. By its
signature hereto, each Grantor hereby authorizes the Lender to file against each Grantor, one or
more financing, continuation or amendment statements pursuant to the UCC. Upon the filing of
-2121529.01036/6475507v.7
such financing, continuation or amendment statement, the Security Interest will be a valid and
perfected security interest with priority over all other Liens (subject only to Permitted
Encumbrances), to the extent that the Uniform Commercial Code is applicable to security
interests in Copyrights and a security interest in Copyrights can be perfected by a UCC
financing, continuation or amendment statement.
To the extent that Federal or foreign copyright laws are applicable to security interests in
copyrights or the perfection thereof, the recordation of this Agreement or other applicable
instrument or document in the United States Copyright Office (or, as applicable, any foreign
office or agency responsible for Copyright registration, recordation, or similar matters) against or
relative to the Copyrights will render the Lender’s Security Interest in the Copyrights effective
against subsequent purchasers and mortgages of such Copyrights.
(d)
No Notices or Approvals. To the best knowledge of each Grantor, no
authorization or approval or other actions by, and no notice to or filing with, any governmental
authority or any other Person is required for (i) the grant by each Grantor, or the perfection of,
the Security Interest purported to be created hereunder by each Grantor in the Copyrights or (ii)
the exercise by the Lender of any of its rights and remedies hereunder except for the UCC filings
and recordation of this Agreement in the United States Copyright Office (or, as applicable,
foreign equivalent), as described in (c) of this Section. No shareholder agreements exist that
would require the approval or other action by any governmental authority or any Person for any
of the actions or events described in the preceding sentence.
(e)
No Sale. Except as otherwise provided herein or in the Loan Documents,
the Grantors will not sell, transfer, encumber, or dispose of any of the Copyrights, or any right,
title, or interest (other than licenses) therein (including, without limitation, pursuant to any
agreement with respect thereto) without the Lender’s prior written consent.
(f)
Infringement; Defense. To the best knowledge of each Grantor, no
material infringement, violation, or unauthorized use is presently being made of any of the
Copyrights by any Person. To the best of each Grantor’s knowledge, the past, present and
contemplated future use of the Copyrights by each Grantor does not and will not infringe upon or
violate any right, privilege or license of or with any other Person. Each Grantor will at its own
expense, and using its commercially reasonable efforts, protect and defend the Copyrights
against all claims or demands of all Persons other than the Lender and Senior Lender, and
licensees.
(g)
Maintenance.
Each Grantor will at its own expense maintain the
Copyrights to the extent reasonably advisable in its business including, but not limited to, filing
applications to register and all affidavits and renewals possible with respect to issued
registrations. Each Grantor covenants that, except if it determines not to proceed with an
application or maintenance of a Copyright for reasonable and legitimate business purposes (for
example, non-use), it will neither fail to renew no: fail to pay any maintenance or other fee due
and payable on any such Copyrights, nor fail to file any required affidavit in support thereof,
without first providing the Lender: (i) sufficient written notice (in the manner and at the address
set forth in the Loan and Security Agreement) to allow the Lender to timely pay any such
maintenance or other fees which may become due on any of the Copyrights, or to file any
-3121529.01036/6475507v.7
affidavit or renewal with respect thereto, and (ii)without impairing or otherwise limiting the
power of attorney in favor of the Lender set forth below, a separate written power of attorney or
other authorization to pay such maintenance or other fees, or to file such affidavit, should such
be necessary or desirable.
(h)
Lender’s Right to Take Action. If the Grantors fail to perform or observe
any of the covenants or agreements set forth in this Section 3, and if such failure continues for a
period of ten (10) calender’ days after the Lender gives the Grantors written notice thereof (or, in
the case of the agreements contained in subsections (b)(ii), (e), or (g), immediately upon the
occurrence of such failure, without notice or lapse, of time), or if the Grantors notify the Lender
that it intends to abandon any of the Copyrights, the Lender may (but need not) perform or
observe such covenant or agreement on behalf and in the name, place and stead of the Grantors
and may (but need not) take any and all other reasonable actions which the Lender may
reasonably deem necessary, to cure or correct such failure. The Lender shall not have any duty
with respect to the Copyrights except as set forth in the Loan Documents. Without limiting the
generality of the foregoing, except as set forth in the Loan Documentss, the Lender shall not be
under any obligation to take any steps to preserve rights in the Copyrights against any other
parties, but the Lender may do so at its option as provided in this Agreement.
(i)
Costs and Expenses. The Grantors shall pay the Lender on demand the
amount of all moneys expended and all out-of-pocket costs and expenses (including reasonable
attorneys’ fees) incurred by the Lender in connection with or as a result of the Lender taking
action under subsection (h) hereof or exercising its rights under Section 7, together with interest
thereon after the date demanded by the Lender at the highest rate then applicable to any of the
Obligations if not otherwise paid by the Grantors on demand.
(j)
Power of Attorney. To facilitate the Lender’s taking action under
subsection (h) and exercising its rights under Section 7, after and during the continuance of an
Event of Default, each Grantor hereby irrevocably appoints (which appointment is coupled with
an interest) the Lender, or its delegate, as the attorney-in-fact of the Grantors with the right (but
not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in
the name and on behalf of the Grantors, any and all instruments, documents, applications,
financing statements, and other agreements and writings reasonably required to be obtained,
executed, delivered or endorsed by the Grantors under this Section 3, or, reasonably necessary
for the Lender, after and during the continuance of an Event of Default, to exercise its remedies
under Section 7 hereof. The Grantors hereby ratify all that such attorneys-in-fact shall lawfully
do or cause to be done by virtue hereof. The power of attorney granted herein is coupled with an
interest and shall be irrevocable until the indefeasible payment and performance in full of all
Obligations.
4.
Grantors’ Use of the Copyrights. The Grantors and their related parties and
affiliates shall be permitted to control and manage the Copyrights, including the right to exclude
others from reproducing, distributing, performing, displaying or preparing derivative works
based upon the Copyrights and exercising any licenses thereto and specifically including any
rigfit to enter into any licenses, in the same manner and~ with the same effect as if this Agreement
had not been entered into, so long as no Event .~f Default exists.
-4121529.0!036/6475507v.7
5.
No Royalties. Each Grantor hereby agrees that the Lender’s right to use the
Copyrights as authorized hereunder in connection with the Lender’s exercise of its fights and
remedies under Section 7 or under the Loan and Security Agreement shall be co-extensive with
the Grantors rights in and to such Copyrights and the Lender shall have no liability to the
Grantors for royalties or other related charges on account of any such use.
6.
Events of Default. Each of the following occurrences shall constitute an event of
default under this Agreement (herein called "Event of Default"): (a)an Event of Default, as
defined in the Loan and Security Agreement, shall occur; or (b) the Grantors shall fail to observe
or perform any material covenant or agreement herein binding on it which is not cured within ten
(10) days after written notice to the Grantors by the Lender of the occurrence of such failure; or
(c) any of the representations or warranties contained in Section 3 shall prove to have been
incorrect in any material respect when made and not cured within thirty (30) calendar days of
Lender’s written notice thereof; or (d) Grantors shall fail to provide notice to Lender in
accordance with Section 3(0.).
7.
Remedies. Upon the occurrence and during the continuation of an Event of
Default, the Lender may, at its option, take any or all of the following actions:
(a)
The Lender may exercise any or all remedies available under the Loan and
Security Agreement.
(b)
The Lender may sell, assign, transfer, pledge, encumber, license or
otherwise dispose of the Copyrights.
(c)
The Lender may enforce the Copyrights and any licenses thereunder, and
if the Lender shall commence any suit for such enforcement, the Grantors shall, at the request of
the Lender, do any and all lawful acts and execute any and all proper documents required by the
Lender in aid of such enforcement.
(d)
The Lender shall have, in addition to all of the rights and remedies
hereunder, all rights and remedies allowed by law and the rights and remedies of the Lender
under the UCC.
Upon the occurrence and during the continuation of an Event of Default, upon the
Lender’s demand, each Grantor agrees to assign, convey and otherwise transfer title in and to the
Copyrights to the Lender or any transferee of the Lender and to execute and deliver to the Lender
or any such transferee all such agreements, documents and instruments as may be necessary, in
the exercise of the Lender’s commercially reasonable judgment, to effect such assignment,
conveyance and transfer.
8.
Miscellaneous. The execution, delivery and performance of this Agreement is
within the Grantors’ corporate powers, has been duly authorized by all necessary corporate
action, is not in contravention of law or the terms of Grantors’ operating agreements or
certificate of incorporation or other applicable documents relating to Grantors’ formation or to
the conduct of Grantors’ business or of any material agreement or undertaking to which each
Grantor is a party or by which each Grantor is bound. This Agreement can be waived, modified,
amended, terminated or discharged, and the Security Interest can be released, only explicitly in a
-5529.01036/6475507v.7
writing signed by the Lender. A waiver signed by the Lender shall be effective only in the
specific instance and for the specific purpose given. Mere delay or failure to act shall not
preclude the exercise-or enforcement of any of the Lender’s rights or remedies. All rights and
remedies of the Lender whether established hereby, by the Loan and Security Agreement, by any
other document or by law, shall be cumulative and may be exercised singularly or concurrently,
at the Lender’s option, and the exercise or enforcement of any one such right or remedy shall
neither be a condition to nor bar the exercise or enforcement of any other. The Lender shall not
be obligated to preserve any fights the Grantors may have against prior parties, to realize on the
Copyrights at all or in any particular manner or order, or to apply any cash proceeds of the
Copyrights in any particular order of application. This Agreement shall be binding upon and
inure to the benefit of the Grantors and the Lender and their respective participants, successors
and permitted assigns (provided that the Grantors shall not assign its rights and obligations under
this Agreement without the Lender’s prior written consent or as otherwise permitted under the
Loan Documents) and shall take effect when signed by the Grantors and delivered to the Lender,
and the Grantors waive notice of the Lender’s acceptance hereof. The Lender may execute this
Agreement if appropriate for the purpose of filing, but the failure of the Lender to execute this
Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon,
photographic or other reproduction of this Agreement or of any financing statement shall have
the same force and effect as the original for all purposes of a financing statement. If any
provision or application of this Agreement is held unlawful or unenforceable in any respect, such
illegality or unenforceability shall not affect other provisions or applications which can be given
effect and this Agreement shall be construed as if the unlawful or unenforceable provision or
application had never been contained herein or prescribed hereby. All representations and
warranties contained in this Agreement shall survive the execution, delivery and performance of
this Agreement and the creation and payment of the Obligations.
9.
APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.
10.
WAIVER OF JURY TRIAL. THE GRANTORS AND THE LENDER HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARIS1NO OUT OF THIS AOREEMENT OR THE OTHER
LOAN DOCUMENTS. THE GRANTORS AND THE LENDER ACKNOWLEDGE THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN
ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY
ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE GRANTORS AND
THE LENDER FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.
11.
CONSENT TO JURISDICTION. THE GRANTORS HEREBY CONSENT TO
THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREE THAT,
-6121529.01036/6475507v.7
SUBJECT TO THE LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AGREEMENT, SHALL BE LITIGATED IN SUCH
COURTS. THE GRANTORS ACCEPT FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE
GRANTORS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND
AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON THE
GRANTORS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO THE GRANTORS, AT EACH GRANTOR’S ADDRESS AS SET FORTH IN
THE LOAN AND SECURITY AGREEMENT (OR AS MOST RECENTLY NOTIFIED BY
THE GRANTORS IN WRITING IN ACCORDANCE WITH THE LOAN AND SECURITY
AGREEMENT) AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS
AFTER THE SAME HAS BEEN POSTED AS AFORESAID.
-7121529.01036/6475507v.7
IN WITNESS WHEREOF, the parties have executed and delivered this Copyright Security
Agreement as of the date written above.
GRANTORS:
ECHO BRIDGE ENTERTAINMENT, LLC
Title:
Managing Member
PLATINUM DISC, LLC
By: Echo Bridge Entertainment, LLC
its Managing Member
Nature: Micl~_el B./d’exander
Title: Managing Member
BHC INTERIM FUNDING II, L.P.
By: BHC Interim Funding Management, L.L.C.,
its General Partner
By: BHC Investors II, L.L.C.,
its Managing Member
By: SHB, ~,.L.C.
Name: Steven H. Brooks
Title: Managing Member
Signature Page to Copyright Security Agreement
STATE OF MASSACHUSETTS
COUNTY 0
)
....~-
_ A
The foregoing instntment was acknowledged before me this ~g/-~y of August, 2006, by
Michael B. Alexander, the Managing Member of Echo Bridge Entertainment, LLC on behalf of
said company.
Public
~
KATHRYN E.
Not~ry.Pttbl~c
STATE OF MASSACHUSE’FFS)
~1 I~’ ]~ C0mmonweatth ol Massachus~
~ ]~ My Commission Expires
CO~ OF ~)
he fomgoMg ~ent w~ ac~owl~g~ ~fore me ~s ~day of Au~ 2~, by
~chael B. Mender, ~e M~a~g Member of Echo Bridge Ente~enL LLC, on ~half of
Pla~m Disc, LLC, a ~o~
company.
~blic
~
~IHRYN E. EOBBEEE
Nota~ Public
~ ~ I~ G0mm0aw~ 0t Massac~use~
STATE OF NEW YORK
)
) SS.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this :Tq’~lay of August, 2006 by Steven
H. Brooks, a Manager of BHC Interim Funding II, L.P.
ADAGO
Signature Page to Copyright Security Agreement
Notan/Public~ State of New’ Yolk
No. 02AD5034992
Oualifiedin New York County
Commission Expires Oct. 24, 2006
O
~EEEEEEE
8888888
Exhibit A
Exhibit A - Platinum Disc (EBHE) Pictures
10.5 Apocalypse
A Christmas Visitor
A Dirty Uttle Business
A Horse for Danny
A Most Deadly Family
A Son’s Promise
A Wing and A Prayer
ABC’s Sing-A-Long
Absolute Zero
Advice From A Caterpillar
After Sex Agreements
Aftermath
Alec to the Rescue
Alien vs. Alien
NI The ~nd Strangers
Alone in the Neon Jungle
Aragon
An Unfinished Affair
An Unremarkable Life
Anchor Zone
Ancient Evil
Angel In The Family
Animal Attraction
Animal Attraction II
Animal Attraction III
Animal Attraction: Camal Desires
Ann Rule Presents-The Stranger beside Me
Anna & The King
Backfire
Baja Run
Bandidos del Rio Frio
Bare Exposure
Bare Wench 3: The Palh of the Wicked
Barnum
Best Legs in the 8th Grade
Beyond The Call
Biker Dreams
Black Fox
¯ Black Fox I1: Pdce Of Peace
Black Fox II1: Good Men and Bad
Black Hole
Black Lash, The
Blackbeard
Blackwoods
Distribution Agreement
Dis~bution Agreement
Diskibution Agreement
Exhlblt A
Blast
Blind Justice
Blondie V.1
Blondie V.2
BloodSuckers (aka: Vampire Wars)
Blue River
BMX Bandits
Bollywood Workout
Bone Daddy
Bordertown
Bordertown V.2
Bordertown V.3
Bordertown V.4
Bounty Huntress
Bounty Huntress 2
Bounty Huntress: Undercover
Broken Vows
Brooklyn State of Mind
Buffalo Gids
Buffalo Soldiers
Bullies
By lhe Way Of the Stars
Caged Terror
Campfire Stories
Cantadaro
Canterville Ghost
Captain Courageous
Carnival of Wolves
Cartier Affair
Category 7: The End of the Wodd
Century Hotel
Chillem V.1
Chillers V.2
Chillers V.3
China Rose
Choices
Christmas Snow
Chucklewood Critters V.1
Clubland
Cold Comfort
Cold Vengeance
Comezon a la Mexicana
Confessions of an Ugly Stepsister
Distributien Agreement
DistdbulJon. Agreement
Distribution/~lreement
Exhibit A
Contagion
Copper Mountain
Correlli
Cramp Twins episodes 1-26
Crash Dive
Cdminal Desire
Cyberjack
D-4 The Trojan Dog
Dalton’s Women, The
Dalva
Dark Stories V.1
Dead Man’s Gold
Deadly Uttle Secrets
Deadly Secrets
Deadly Water
Deep Throat
Defenseless
Demonstone
Depraved
. Destiny’s Child: Can you Handle This?
Deviant Obsession
Diplomatic Immunity
Disaster Zone: Volcano in New York City
Dixie Changing Habits
DNA
Dog Boys
Doll in the Dark, A
Dos Pesoe Dejada
~Downside Up
Dr. Otto and The Riddle Of The Gloom Beam
Dracula V.1
Dracula V.2
Due South
Due South (Season 1)
Dying To Belong
Dynasty
Dynasty "Behind the Scenes"
¯ El Hijo de Pedro Navaja
El .Homiclda
El Mue~to AI Hoyo
El Taxista Querendon
Emma’s Wish
End of the Line
End of the Road
Dist~bution Agreement
Disl~ibution Agreement
Distribu~on Agreement
Dislribution Agreement
Disbibut~on Agreement
Disldbu~on Agreement
Enigmas of the World-The Ghost of Amelia Fox
Evasive Action
Exclusive
Executive Power
Exile
Face of Evil
Facing Fear
Family of Strangers
Fam~y of Strangers
Fantasia Ranchera
Fiela’s Child
Fielder’s Choice
Final Days of Planet Earth
First Degree
Follow the River
Following Her Heart
For Hire
For One Night Only
For the Love of Aaron
Forbidden Sun
Forbidden Territory:. Stanley’s Search For Livingston
Four Play
Frontier Phantom, The
Frontier Revenge
Frostfire
Full Exposure
Gambler Returns: Luck Of The Draw
Gang in Blue
Gang Warz
~ Body Yoga
Ged Yoga
Get Down
Getting Out
Getting Well with Yoga Therapy
Ghost Stories V.1
Ghost Stodes V.2
Ghost Slodes V.3
Ghost Stodes V.4
Ghost Slodes V.5
Go Towards the Ught
Going Hollywood: The "30’s
Great Expectations
Greetings
Gridlo(;k
Guaranteed on Deliven]
Gunfighter’s Moon
Exhibit A
Hallows End
Hammy Hamster V. 10
Hammy Hamster V.7
Hammy Hamster V.8
Hammy Hamster V.9
Hammy the Hamster V.1
Hamrny the Hamster V.3
Hangmen
Hank Williams Jr. Full Access
Hard Time
Hard Time: Hostage Hotel
Hard Time: Premonition
Harry Tracy: The Last Of The Wild Bunch
Harvey
Hasta el V’~ento Tiene Mido
Heart of A Stranger
Heat
Heck’s Way Home
Held For Ransom
Hell on Heels: Battel of Maw Kay
Hemoglobin
Henderson Monster
Hidden in Amedca
High Sierra Search & Rescue
Hiroshima
Hitler’s V’~tory
Hollywood Dreams
Hollywood Ghost Stodes
Hollywood Uncensored
Home Fires Buming
.Homecoming
Homeless to Harvard
Hostile Intent
Hot Times at Montdair High
How Hitler Lost the War
How Sweet it Was: Jackie Gleason
;Human Traffic
I Do But i Don’t
~1 Love a Man in Uniform
I Marded A Centerfold
ice Runner.
Icon
Distn’bution Agreement
Exhibit A
Illusions of Sin
lmn~rtals
In Cold Blood
In His Father’s Shoes
In P~aise of Older Women
In The Blink Of An Eye
In The Une of Duty - The FBI Murders
In the Presence Of Mine Enemies
Incident 3: In A Small Town
Inhabited
Inheritance. The
Initiation
Inside
Inside Monkey Zettedand
Interstate 84
Intimate Nights
Intimate Obsession
Into Thin Air
Invaders
Is There Life Out Them?
J.J. Famous Jett Jackson
Jacqueline Susan Story
Jane Doe
Johnny & Clyde
Jonathan Stone-Threat of Innocence
Journey to the Center of the Earth
Jovenes -Perversos
Judgement: The Court Martial of William Calley
Jungleground
Kenny Rogers Keep Christmas With You
Killer Cop
Killer Instinct
King of the Bull Whip
King Tut
Kooi Kids Sing-A-Long
La Asente
La Herencia del Ranchem
Last Uves
Last Wedding
Legend Of Gatorface
Legend of lhe Lost Tomb
Legends of the Amedcan West
Lethal Vows
Ucense to Kill
Ufepod
Little Gid Lost
DistribulJo~ Agreement
DistnVoution Agreement
Exhibit A
Lone Tiger
Lonesome Dove: The Outlaw Years V.1
Lonesome Dove: The Ou~aw Years V.2
Lonesome Dove: The Outiaw Years V.5
Lonesome Dove: The Sedes V.1
Lonesome Dove: The Sedes V.2
Lonesome Dove: The Series V.3
Lonesome Dove: The Series V04
Lonesome Dove: The Series V.5
Los Tequileros
Losing Chase
Love Thy Neighbor
Luminarias
MacShayne: Winner Takes All
MacShayne: Final Roll of the Dice
Major Cdme
Malibu Summer
Man With A Gun
Mandela and De Klerk
Mark of the Lash
Matthew Sheppard Story
Maybe Baby
Mayflower Madam
Men With Guns
Medin II
Midnight Temptations
Mob Story
Money
Monsoon Wife: Return to the Kama Sutra
Monte Walsh
Mordson Murders
Mother Teresa: in t~e Name of God’s Poor
Mr. and Mrs. Loving
Mrs. Lambert Remembers Love
Murder in.New Hampshire
Murder Without Motive
Mul~nt Man
My Brother’s Keeper
My Oid Man
Mysterious Island
Mystery Woman 1: Mystery Weekend
Mystery Woman 2: Snapshot
Mystery Woman 3: Sing Me A Murder
Mystery Woman Movie
Diskibut~on Agreement
Dislribut~on Agreement
Distribution Agreernent
Distdbution Agreement
Exhibit A
Nadja
Nature Unleashed: Avalanche
Nature Unleashed: Earthquake
Nature Unleashed: Fire
Navy Seals
Ned Blessing
Neil Simon’s Jake’s Women
Nell Simon’s London Suite
Nell Simon’s Sunshine Boys
Neon Rider
Neon Signs
News At Eleven
Night of Terror
Nightjohn
NightScream
No One Would Tell
No Ordinary Baby
Nerthem Lkjhts MOW
Nothing Too Good For A Cowboy
Nowhere to Hide
Obsession
Oceans of Fire
O’Hara’s Wife
On the Beach
Once A Thief
Once A Thief - Brother Against Brother
Once A Thief - Family Business
Once Again
Once Upon a Hamster - Season 5
Ordeal in the Arctic
Ordinary Miracles
Ostedc Yoga Practice
Out Of The Cold
Out of the Woods
Out on lhe Edge
Outlaw Country
Pack of Lies
Painted Hero
Pale Saints
Pals
¯ Pancho el Sancho
Pedro Navaja
Perseguido
Phantom of the Mall
Pickup Summer
Pikachu’s Winter Vacation
DiskibutJon Agreement
Distdbutio~ Agreement
DistdbuSon Agreement
Distribuf~on Agreement
Exhibit A
Pilates
Pilates~oga
Plato’s Run
Playgid Killer
Pope Joan
Pressure Point
Primal Secrets
Prisoner of Zenda
Private Lies
Prom Night
Pumper Pups V.1 (20 episodes)
Pumper Pups V.2 (19 episodes)
Queens Logic
Raging Sharks
Ray Bradbury Theater V.1
Ray Bradbu[y Theater V.5
Rear Window
Rebel Rousers
Red Serpent
Resting Place
Retuming Uly
Riot
Robin of Locksley
Rodeo Gid
Roosters
Roxanne - The Prize Pulitzer
Rub & Tug
Running With the Hitman
Russkies
Sally Hemings: An American Scandal
Salvage
Savage Justice
Scared Silent
Scooter Kidz
Search and Destroy
Seawolf: The Pirate’s Curse
Second Chances V.1
Second Chances V.2
Second Chances V.3
Second Chances V.4
Second Tkne Lucky
Secret Agent Club
Secret Weapons
Distribution Ag=’eement
Oistribution Agreement
Disbibution Agreement
Disbibution Agreement
Dislribulion Agreement
Exhibit A
Secrets of a Married Man
See Jane Date
Seniors
September
Sex, Secrets & Lies
Sex, Secrets & Lies 2
Shadow of A Doubt
Shadow Zone - The Undead Express
She’s Too Young
Showdown at Eagle Gap
Sign of the Otter
Silent Night
Silly Songs
Sinful Deeds
Sinful Deeds 2
Sinful Desires
Sioux City
Skeleton man
Sky Dancers
Snoopers
Snuff, The Movie
Solo
Some Enchanted Evening with Willie Nelson
Somebody to Love
Son of A Badman
Son of Billy The Kid
Speed Snuffy
Spenser: A Savage Place
Spenser:. The Judas Ghost
Spies, Lies and Naked Thighs
Spirit Bear:. The Story of Simon Jackson
Who Shot Patakango
Spirit of the Eagle
Split Decisions
St. Helens
Stag
Stalker 2, The
Stalker, The
Star Hunter V. 1
Star Hunter V.2
Steel Sharks
Steve Martini’s: The Judge
Steve Martini’s: Undue Influence
Still Holding On: The Legend of Cadillac Jack
Stranger in the Family
St~-ategic Command
Distdbutio~ Agreement
DisMbution Agreement
DistribulJon Agreement
Distdbufion Agreement
Exhibit
Strike Force
Submarine-Steel Boats-Iron Men
Sud~len Fury
Summer City
Supernova
Surfing Odyssey
Survivom Exposed
Svengali
Sweet Talker
Sword of Gideon
Sworn To Silence
-Sworn To Vengeance
Tales of the Kama Sutra
Tales of The Kama Sutra 2: Monsoon
Tango Bar
Taxman
Terminal Jusl~e
Terror In the Family
That’s Funny
The 10 Commandments
The 6X Surfing Movie
The Adventures of Skippy V.1
The Adventures of Skippy V.1 - Spanish version
The Adventures of Skippy Vo2
The Adventures of Skippy V.3
The Amazing Story of The Last Supper
The Barber
The Baron and the Kid
The Book of Ruth
The Case of the Whitechapel Vampire
The Code Conspiracy
The Cold Equations
The Colt
The Contest I
The Contest II
The Count of Monte Cdsto
The Crooked E
¯ The Dark
The Delos Adventure
The Doll In the Dark
The Elite
The Elizabeth Smart Story
The-Fire Next Time
The Fixer
Distribution ,~reement
Disl~ibution Agreement
Disl~bution Agreement
Distribu’don Agreement
Disldbution Agreement
Exhibit A
The Funeral
The Gambler V: Playing For Keeps
The Gate
The Hound of the Baskervilles
The Incident
The Infinite Wodds of H.G. Wells
The Inheritance
The Inside Man
The Joumeyrnan
The Klutz
The Last Days of Frankie the Fly
The Long Walk Home
The Long Way Home
The Lottery
The Low Ufe
The Magic Bubble
The Maker
The Man From Left Field
The Murders in the Rue Morgue
The New Adventures of Robin Hood
The New Adventures of William Tell
The Old (7,uriosity Shop
The Only Thrill
The Pathfinder
The Poseidon Adventure
The Rage Within
The Ranger The Cook and A Hole In The Sky
The Ron Clark Story
The Room Upstairs
The Royal Scandal
The Secret
The Shoot Divas, Don’t They
The Song of Hiawatha
The Stranger Beside Me
The Ten Commandments: The Musical
The Three Uttle Pigs
The T’~nic
The Tormentors
The l-ruth about Juliet
The Undertakers Wedding
The Uninvited
-The Vegas Casino War
The Women of Camelot
The Wraith
The Young Poisoner’s Handbook
Thicker Than Water
Dis~ibution Agreement
Dislribulion Agreement
Exhibit A
Thundering Trail, The
Tiger Warsaw
Tim
Trapped In Silence
Tdck or Treat
Triplecross
Trouble In Paradise
True Women
Tuming Apdl
Two Fathers-Justice For the Innocent
UFO Secret Rosweli versions
UFO Top Secret
UFO’s Above and Beyond
Un Angel Muy Pillo
Under Wraps
Unnatural Causes
Vanishing Outpost, The
Vinegar Hill
Virtual Obsession
Visitors of the Night
Voyage of the Unicorn
Walking With The Lord
Watchful Eye
Whackedl
When Justice Fails
Where There’s A Will
White Fang
White Fan9 V.1
White Fang V.2
White Fang V.3
White Force
White Raven
White Tiger
Wing, The
Wings Over Water
Wisecracks
Within These Walls
Witness in the War Zone
Woman on the Run: The Lawrencia Bembenek Stow
¯ Yoga and Pilates V.1
Yoga and Pilates V.2
Yoga For A Healthy Back
Yoga For Absolute Beginners
Yoga For Feeling Stronger Every Day
Yoga for the Golden Years
Young Ivanhoe
Distn~ution Agreement
Exhibit A
Youngest Godfather

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