Access-Letter.Pdf
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19 The payment of and security for the principal amount of the indebtedness evidenced by this instrument and the interest accruing thereon is subordinated to other indebtedness pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Subordination and Intercreditor Agreement dated as of November 9, 2007 by and among the Echo Bridge Entertainment, LLC, Platinum Disc, LLC, BHC Interim Funding II L.P., as Subordinated Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit, Security, Guaranty and Pledge Agreement dated as of November 9, 2007. ACCESS LETTER November 9, 2007 Film Bond Services, Inc. 907 Flower Street Glendale, CA 91201 Re: Echo Bridge Entertainment, LLC Sir or Madam: This letter will confirm the terms of an agreement among Film Bond Services, Inc., a California corporation (the "Facility"), Echo Bridge Entertainment, LLC, a Delaware limited liability company (the "Producer"), and BHC Interim Funding II, L.P., a Delaware limited partnership (the "Lender"), relating to the items of product described on Schedule 1 hereto (the "Product"). Reference is hereby made to that certain Amended and Restated Senior Term Loan and Security Agreement, dated as of November 9, 2007 (as amended, supplemented, restated or otherwise modified, renewed, extended, or replaced from time to time, the "Loan and Security Agreement"), by and among the Producer, and Platinum Disc, LLC, a Minnesota limited liability company and a wholly-owned subsidiary of the Producer (collectively with the Producer, the "Borrowers"), and the Lender, pursuant to which the Lender has agreed to make certain financial accommodations to the Borrowers. The Facility now has, or may have, in its possession or under its control certain tangible personal properties relating to the Product, including, without limitation, exposed film, developed film, positives, negatives, prints, positive prints, answer prints, special effects, preparing material (including interpositives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and matrices, and all other forms ofpre-print elements), sound tracks, cutouts, trims and any and all other physical properties of every kind and nature relating to the Product, whether in completed form or in some state of completion, and all masters, duplicates, drafts, versions, variations and copies of each thereof, in all formats whether on film, videotape, disk or other optical or electronic media or otherwise and all music sheets and promotional materials relating to the Producer (all of the foregoing physical properties now or hereafter in the Facility’s possession and control are collectively referred to herein as the 121529.01036/658938 Iv.1 "Physical Materials"). The Producer now possesses certain rights in connection with the Product and the Physical Materials, including, without limitation, rights of access with respect to the Physical Materials (the "Access Rights"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. The Facility hereby agrees and confirms to the Lender that the Producer is entitled to exercise the Access Rights with respect to the Physical Materials. The Producer and the Lender hereby confirm to the Facility, and the Facility hereby acknowledges, that in order to secure certain obligations under the Loan and Security Agreement, the Producer has, pursuant to the Loan and Security Agreement, inter alia, granted to the Lender, a security interest in and to all of the Producer’s right, title and interest in and to the Access Rights. 2. The parties hereby agree that, upon written notice from the Lender to the Facility that an Event &Default (as such term is defined in the Loan and Security Agreement) has occurred and is continuing and that the Lender has exercised its security interest with respect to the Access Rights, the Facility shall accord to the Lender (or the Lender’s successors or assigns) instead of the Producer, the non-exclusive right to exercise the Access Rights, including, without limitation, the non-exclusive right to have access to the Physical Materials and to order and receive from the Facility (on the Facility’s normal and customary terms) all materials and services customarily rendered or furnished by the Facility in connection with the Physical Materials. 3. The Facility and the other parties hereto hereby agree that the rights of any party hereunder (including, without limitation, the Lender’s non-exclusive right to exercise the Access Rights) shall not be affected, diminished, impeded or interfered with by reason of any failure of any other person or entity to pay for any charges that have heretofore been incurred or that may hereinafter be incurred in connection with the Product or the Physical Materials, that the Facility will not look to any party hereunder for payment of any charges incurred by any other person or entity with respect to the Product or the Physical Materials (it being understood and agreed that all services or materials ordered by any party shall be at the sole cost and expense of the party ordering the same) and that any claim or lien the Facility may assert against any party hereto with respect to services or materials furnished or rendered by the Facility at the request of such party with respect to the Product or the Physical Materials will not interfere with any other party’s rights of access with respect to the Physical Materials or other rights referred to hereunder. 4. The parties hereto hereby agree that the Access Rights may not he altered, amended, supplemented or terminated without the prior written consent of the Lender, and the Producer Materials may not be released or transferred to any other entity (including another laboratory) without the Lender’s prior written consent, except that unless and until the Facility shall have received written notice from the Lender to the contrary, the Facility will permit the Producer to remove the Physical Materials from its premises in the ordinary course of business and in a manner consistent with the Access Rights. -2- 121529,01036/6589381v.1 The Facility and the other parties hereto hereby agree that in the event of a conflict between this letter and the Loan and Security Agreement, the provisions of the Loan and Security Agreement shall govern. (Signature Page Follows) -3- 121529.01036/6589381v.1 Kindly confLrm your agreement to, and acceptance of, the foregoing by signing in the space provided below. V~ ECHO BRID~ ,LLC By: Chief Executive Officer Address for notices: 75 Second Avenue, Suite 500 Needham, MA 02494 Attn: CJ Layehak Telephone: 781-444-6526 Facsimile: 781-444-6472 AGREED AND ACCEPTED BY: FILM BOND SERVICES, INC. By: Name: Title: BHC INTERIM FUNDING H, L.P. By: BHC Interim Funding Management, L.L.C., its General Partner By: BHC Investors II, L.L.C., its Managing Member By: GHH Holdings, L.L.C. By: Name: Gerald H. Houghton Title: Managing Member Address for notices: 444 Madison Avenue, 25t~ Floor New York, NY 10022 Attn: Gerald H. Houghton, Managing Partner Telephone: 212-753-1991 Facsimile: 212-753-7730 Signature Page to Access Letter Mov OB 2007 5:02PM FILMBOMD SERVICES 81B5450935 p.5 Kindly confirm your agreement to, and acceptance of, the foregoing by signing in the space provided below. Very truly yours, ECHO BRIDGE ENTERTAINMENT, LLC By:. Name: Michael Rosenblatt Title: Chief Executive Officer Address for notices: 75 Second Avenue, Suite 500 Needham, MA 02494 Attn: CJ Laychak Telephone: 781-444-6526 Facsimile: 781-444-6472 AGREED AND ACCEPTED BY: FILM BOND SERVICES, INC. BHC I/~£ERIM 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: GHH Holdings, L.L.C. By: Name: Gerald H. Houghton Title: Managing Member Address for notices: 444 Madison Avenue, 25th Floor New York, NY 10022 Attn: Gerald H. Houghton, Managing Partner Telephone: 212-753-1991 Facsimile: 212-753-7730 Signature Page to Access Letter Kindly confirm your agreement to, and acceptance of, the foregoing by signing in the space provided below. Very truly yours, ECHO BRIDGE ENTERTAINMENT, LLC By: Name: Michael Rosenblatt Title: Chief Executive Officer Address for notices: 75 Second Avenue, Suite 500 Needham, MA 02494 Attn: CJ Laychak Telephone: 781-444-6526 Facsimile: 781-444-6472 AGREED AND ACCEPTED BY: FILM BOND SERVICES, INC. By: Name: Title: 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: GHH Holdings, L.L.C. Nar~e: ~3erald H. Hough-~n] Title: Managing Member Address for notices: 444 Madison Avenue, 25th Floor New York, NY 10022 Attn: Gerald H. Houghton, Managing Partner Telephone: 212-753-1991 Facsimile: 212-753-7730 Signature Page to Access Letter SCHEDULE 1 Picture Title Picture Title 976-Evil 2 Land of the Free 976-Evil Last Man Standing A.P.E.X. Last Riders, The Against the Law Layover Alien intruder Little Big Foot American Born Little Big Foot 2 Angels of the City Living in Peril Anna Nicole Smith’s Exposed Living to Die Armed Response Lost Treasure Art of Dying, The Love Is all There Is Assault, The Magic Kid Avalanche Magic Kid 2 Ban Malevolent (aka Twist of Fate) Bad Trip Masters of Menace Banished Behind Bars Maximum Force Below Utopia Midnight Tease 2: Strip Show Bare Midnight Warrior Best Thief in the Word Militia Big Fall, The Momentum Bigfoot Mortuary Bikini Hoe Down (NR) My Uncle The Alien Bikini Hoe Down (R) Naked Wishes Bikini Summer Natural Enemy Bikini Summer 2 Night of the Wilding Bikini Summer 3 Night Shadow Bikini Traffic School (NR) No Escape No Return Bikini Traffic School (R) No Tomorrow Blacktop Confidential: Streetball Nothing to Lose Blood Money Out For Blood Body Chemistry 4 Out of the Dark Bulletproof Pandora Project, The Past Midnight C.I.A.