Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff

Home , 19 Recordings, Nouvelle Star

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Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111

Counsel for the Reorganized Debtors

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x In re: : Chapter 11 : AOG Entertainment, Inc., et al.,1 : Case No. 16-11090 (SMB) : Reorganized Debtors. : (Jointly Administered) ------x

NOTICE OF PRESENTMENT OF REORGANIZED DEBTORS’ MOTION FOR ORDER (I) AUTHORIZING ASSUMPTION OF AGREEMENT WITH FREMANTLEMEDIA LIMITED AND FREMANTLEMEDIA NORTH AMERICA, INC., AS AMENDED; AND (II) GRANTING RELATED RELIEF

PLEASE TAKE NOTICE that the annexed motion (the “Motion”) of the above-

captioned debtors and debtors in possession (collectively, the “Debtors”) for an order

(i) authorizing assumption of agreement with FremantleMedia Limited and FremantleMedia North America, Inc., as amended;Deadline and (ii) granting related relief, will be presented for signature to the Honorable Stuart M. Bernstein, United States Bankruptcy Judge, Courtroom 723, at the

United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy

Court”), One Bowling Green, New York, New York 10004, or such other location as designated

by the Bankruptcy Court, on February 3, 2017, at 12:00 p.m. (prevailing Eastern Time).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion

must: (i) be made in writing; (ii) state with particularity the grounds therefor; (iii) be filed with

the Bankruptcy Court (with a copy to the Judge’s chambers); and (iv) be served upon: (a) AOG

Entertainment, Inc., 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA 90069 (Attn:

Peter Hurwitz); (b) counsel for the Reorganized Debtors, Willkie Farr & Gallagher LLP, 787

Seventh Avenue, New York, NY 10019 (Attn: Matthew A. Feldman, Esq., Paul V. Shalhoub,

Esq., Robin Spigel, Esq. and Andrew S. Mordkoff, Esq.); (c) counsel to the ad hoc group of

lenders party to the Debtors’ prepetition first lien secured credit agreement, Klee, Tuchin,

Bogdanoff & Stern LLP, 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067–6049

(Attn: Lee R. Bogdanoff, Esq. and David A. Fidler, Esq.); (d) counsel to Crestview Media

Investors, L.P., as lender under the Debtors’ prepetition first and second lien secured credit

agreements, Quinn Emanuel Urquhart & Sullivan, LLP, 865 S. Figueroa Street, 10th Floor, Los

Angeles, CA 90017 (Attn: Eric Winston, Esq.); and (e) the Office of the United States Trustee,

201 Varick Street, Suite 1006, New York, NY 10014 (Attn: Richard C. Morrissey, Esq.), so as

to be received no later than 11:30 a.m. (prevailing Eastern Time) on February 3, 2017 (the

“Objection Deadline”). Deadline

PLEASE TAKE FURTHER NOTICE that if no objections are timely filed and

received by the Objection Deadline, the requested relief in the Motion may be granted without

further notice or a hearing. If an objection is filed, you may be notified of a hearing to consider

the requested relief.

PLEASE TAKE FURTHER NOTICE that if you would like to receive copies

of the Motion, (a) you may access such documents online from either the Bankruptcy Court’s

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electronic case filing system located at www.nysb.uscourts.gov (a PACER password is required)

or the website of the Debtors’ claims agent at http://www.kccllc.net/AOG, or (b) you may

contact Andrew S. Mordkoff, Esq., at Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New

York, New York 10019, or by telephone at (212) 728-8000.

Dated: January 20, 2017 New York, New York WILLKIE FARR & GALLAGHER LLP Counsel for the Reorganized Debtors

By: /s/ Matthew A. Feldman Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff

787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Deadline

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Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111

Counsel for the Reorganized Debtors

REORGANIZED DEBTORS’ MOTION FOR ORDER (I) AUTHORIZING ASSUMPTION OF AGREEMENT WITH FREMANTLEMEDIA LIMITED AND FREMANTLEMEDIA NORTH AMERICA, INC., AS AMENDED; AND (II) GRANTING RELATED RELIEF

TO: THE HONORABLE STUART M. BERNSTEIN, UNITED STATES BANKRUPTCY JUDGE

The reorganized debtors in the above-captioned cases (collectively, the

“Debtors”) hereby move (the “Motion”) for entry of an order, pursuant to section 365(a) of title

11 of the United States Code Deadline(the “Bankruptcy Code”), Rule 6006 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 6006-1 of the Local Bankruptcy

Rules for the Southern District of New York (the “Local Bankruptcy Rules”), (a) authorizing

the 19 Parties (as defined below) to assume, as applicable, various agreements and

1 A list of the above-captioned Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number is attached as Exhibit A to Appendix I of the order confirming the Second Amended Joint Chapter 11 Plan of Reorganization for AOG Entertainment, Inc. and Its Affiliated Debtors [Docket No. 436] and at http://www.kccllc.net/AOG. The Debtors’ executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA 90069.

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understandings (collectively, the “Fremantle Agreement”) related to the television format

known as “Pop Idol” or “Idols,” the development and production of audio-visual productions

based on such format throughout the world, and the exercise of distribution, exploitation,

merchandising, sponsorship, music and other ancillary, subsidiary or allied rights related to such

productions and/or such format, including, (i) Agreement, dated July 6, 2001, between Pearson

Television Operations BV, as predecessor-in-interest to FremantleMedia Limited, and 19 TV

Limited (the “2001 Agreement”); (ii) Settlement Agreement, dated November 28, 2005,

between FremantleMedia Limited and 19 TV Limited (the “2005 Settlement”); and

(iii) Confidential Settlement Agreement and Mutual General Release, dated September 24, 2013,

between Core Media Group, Inc., 19 TV Limited, 19 Entertainment Limited, 19 Recordings

Limited, on the one hand, and FremantleMedia Limited and FremantleMedia North America,

Inc. (collectively, “Fremantle”), on the other hand (the “2013 Settlement”),2 in each case, as

amended by the Amendment entered into as of January 11, 2017, between 19 TV Limited, 19

Entertainment Limited, 19 Recordings Limited, and with respect to certain aspects of the 2017

Amendment, NEG Operations, Inc. (collectively, the “19 Parties”), and with respect to certain

aspects of the 2017 Amendment, NEG Parent LLC, NEG Holdings LLC, and Wilmington Trust,

National Association, as administrative agent and collateral agent on behalf of the lenders party

to the Debtors’ post-emergenceDeadline credit facility, on the one hand, and Fremantle, on the other hand

(the “2017 Amendment”);3 and (b) granting related relief. In support of the Motion, the

Debtors, by and through their undersigned counsel, respectfully represent:

2 The 2005 and 2013 Settlements both amend the 2001 Agreement, however, for the sake of clarity, they are referred to separately in this Motion. 3 Copies of the Fremantle Agreement and 2017 Amendment may be obtained from the Debtors’ counsel, subject to the recipient entering into a confidentiality agreement with the Debtors in form and substance satisfactory to the Debtors.

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JURISDICTION

1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C.

§§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of these

cases and this Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409. The

statutory predicate for the relief requested herein is section 365(a) of the Bankruptcy Code, as

supplemented by Bankruptcy Rule 6006 and Local Bankruptcy Rule 6006-1.

BACKGROUND

A. General Background

2. On April 28, 2016 (the “Petition Date”), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. By order dated April 28,

2016, these chapter 11 cases were consolidated for procedural purposes only [Docket No. 23].

3. By order dated September 23, 2016 [Docket No. 436] (the “Confirmation

Order”), the Court confirmed the Second Amended Joint Chapter 11 Plan of Reorganization for

AOG Entertainment, Inc. and Its Affiliated Debtors [Docket No. 294] (the “Plan”). The Plan

became effective on October 17, 2016.

B. The Fremantle Agreement4

4. As more fully described in the Declaration of Peter Hurwitz, President of

Certain Debtors, in Support ofDeadline Chapter 11 Petitions and First Day Pleadings [Docket No. 3], the

Debtors’ businesses focus on the production and commercial exploitation of various television

programs, the most famous of which are the IDOLS shows, including American Idol, Superstar,

4 The description of the Fremantle Agreement and the 2017 Amendment are summaries. To the extent there is any inconsistency between the summary set forth in this Motion and the terms and conditions of the Fremantle Agreement or the 2017 Amendment, the Fremantle Agreement and the 2017 Amendment shall govern. Moreover, as the Fremantle Agreement and the 2017 Amendment are being assumed in their entirety, the failure to describe specifically or include any particular provision of the Fremantle Agreement or the 2017 Amendment in the Motion is not intended to diminish or impair the effectiveness of any such provision.

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Nouvelle Star and over fifty (50) other franchises around the world (collectively, “IDOLS”).

The IDOLS “format” and all intellectual property relating thereto is co-owned between certain of

the Debtors and Fremantle. The Fremantle Agreement governs the relationship between the

Debtor-parties and Fremantle with regards to the production and commercial exploitation of the

IDOLS intellectual property, including, but not limited to, the IDOLS trademarks, as well as

television and music copyrights arising from the IDOLS format.

5. Originally, in 2001, Debtor 19 TV Limited and Pearson Television

Operations BV, a predecessor-in-interest to FremantleMedia Limited, entered into the 2001

Agreement, which generally governs the ownership, use, revenue sharing and exploitation of the

IDOLS format and associated intellectual property. Following certain disputes between the

Debtors and Fremantle relating to the use and exploitation of the IDOLS intellectual property

and the accounting of revenues arising therefrom, the Debtor-parties and Fremantle entered into

the 2005 and 2013 Settlements, which resolved these disputes.

C. Proceedings Related to the Fremantle Agreement

6. On September 6, 2016, prior to the confirmation hearing on the Plan, the

Debtors filed the Notice of Filing of First Supplemental Proposed Schedule of Assumed

Contracts and Leases and Related Cure Amounts in Connection with Second Amended Joint

Chapter 11 Plan of ReorganizationDeadline for AOG Entertainment, Inc. and Its Affiliated Debtors

[Docket No. 362] (the “Supplemental Assumed Contract List”), which designated the

Fremantle Agreement as a contract to be assumed pursuant to Section 10.3 of the Plan.

7. On September 9, 2016, the ad hoc group of first lien lenders (the “Ad Hoc

Group”) filed an objection to the Debtors’ proposed assumption of the Fremantle Agreement

[Docket No. 373]. Thereafter, the Debtors, Fremantle, the Ad Hoc Group, and Crestview Media

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Investors, L.P. entered into the Stipulation and Order Reserving Rights and Establishing

Standstill Period Regarding Debtors’ Assumption, Assumption and Assignment or Rejection of

Contracts with FremantleMedia Limited and FremantleMedia North America, Inc., which was

approved by the Bankruptcy Court on September 22, 2016 [Docket No. 435] (as amended,

modified or supplemented from time to time, the “Stipulation”). A copy of the Stipulation is

annexed hereto as Exhibit A. Pursuant to Paragraph 3 of the Stipulation, the Debtors were

required to file a motion to assume, assume and assign or reject the Fremantle Agreement (an

“Assumption/Rejection Motion”) on or before October 12, 2016 (the “Filing Deadline”),

failing which the Fremantle Agreement would have been deemed assumed. In accordance with

paragraph 4 of the Stipulation, the Filing Deadline was extended numerous times, including most

recently to January 20, 2017. [See Docket Nos. 449, 458, 472, 480, 484, 492, 528, 537, 540,

544, 547 and 555].

8. Since entry into the Stipulation, the parties have spent significant time and

effort negotiating the terms of the 2017 Amendment. The 2017 Amendment, among other

things, (a) memorializes the parties’ intention to re-launch American Idol on American

television by seeking a new license agreement with a broadcaster, network or other platform

subject to various terms and conditions; (b) amends certain terms of the 2013 Settlement,

including clarifying that NEGDeadline Operations, Inc. is deemed the successor-in-interest to CORE

Media Group, Inc. as party to the 2013 Settlement; (c) clarifies that the parties’ shall retain their

existing digital rights, if any; and (d) provides for the granting of certain security interests in

certain co-owned collateral. Representatives of the lenders party to the Debtors’ post-emergence

credit facility were heavily involved in these negotiations, and all of the lenders executed a

direction to Wilmington Trust, National Association, as administrative agent and collateral agent

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for such facility, to become a party to aspects of the 2017 Amendment. The 2017 Amendment is

subject to Bankruptcy Court approval of the applicable Debtor parties’ assumption of the

Fremantle Agreement, as amended by the 2017 Amendment, and the order approving such

assumption becoming final and non-appealable.

D. Fremantle Proofs of Claim

9. On August 5, 2016, FremantleMedia Limited filed three proofs of claim

against each of 19 TV Limited, 19 Recordings, Inc. and 19 Recording Limited, asserting general

unsecured claims, each in unliquidated amounts, related to, among other things, certain royalties

purportedly due under the Fremantle Agreement. The proofs of claim were assigned claim

numbers 319, 320 and 322 (collectively, the “Claims”), respectively, by the Debtors’ claims

agent appointed in these cases.

RELIEF REQUESTED

10. By this Motion, the Debtors seek entry of an order, substantially in the

form annexed hereto as Exhibit B, pursuant to section 365(a) of the Bankruptcy Code,

authorizing: (a) the applicable Debtor parties to assume the Fremantle Agreement, as amended

by the 2017 Amendment; and (b) granting related relief.

BASIS FOR RELIEF

11. The DebtorsDeadline seek authority, pursuant to section 365(a) of the Bankruptcy

Code, Bankruptcy Rule 6006 and Local Rule 6006-1 to assume the Fremantle Agreement, as

amended by the 2017 Amendment. Section 365(a) of the Bankruptcy Code provides, in relevant

part, that a debtor, “subject to the court’s approval, may assume or reject an executory contract

or unexpired lease of the debtor.” 11 U.S.C. § 365(a). As noted by the United States Court of

Appeals for the Second Circuit, “[t]he purpose behind allowing the assumption or rejection of

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executory contracts is to permit the trustee or debtor in possession to use valuable property of the

estate and to ‘renounce title to and abandon burdensome property.’” Orion Pictures Corp. v.

Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1098 (2d Cir. 1993) (quoting

2 COLLIER ON BANKRUPTCY ¶ 365.01[1] (15th ed. 1993)).

12. The assumption of a contract by a debtor is subject to review under the

business judgment standard. See In re Old Carco LLC, 470 B.R. 688, 703 (S.D.N.Y. 2012)

(business judgment standard “applies when a Bankruptcy Court approves a debtor’s assumption

or rejection of a contract”); In re MF Global Holdings Ltd., 466 B.R. 239, 242 (Bankr. S.D.N.Y.

2012) (same). If a debtor’s business judgment has been reasonably exercised, a court should

approve the assumption or rejection of the executory contract or unexpired lease. Id., 466 B.R.

at 242; see also NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984); Grp. of Institutional

Investors v. Chicago M. St. P. & P.R.R. Co., 318 U.S. 523 (1943); In re Mkt. Square Inn, Inc.,

978 F.2d 116, 121 (3d Cir. 1992) (holding that the “resolution of . . . assumption or rejection will

be a matter of business judgment”).

13. The business judgment rule shields a debtor’s management from judicial

second-guessing. See In re Johns-Manville Corp., 60 B.R. 612, 615-16 (Bankr. S.D.N.Y. 1986)

(“[T]he [Bankruptcy] Code favors the continued operation of a business by a debtor and a

presumption of reasonablenessDeadline attaches to a debtor’s management decisions.”). Once a debtor

articulates a valid business justification, “[t]he business judgment rule ‘is a presumption that in

making a business decision the directors of a corporation acted on an informed basis, in good

faith and in the honest belief that the action was in the best interests of the company.’” In re

Integrated Res., Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488

A.2d 858, 872 (Del. 1985)). In applying the “business judgment” standard, debtors are usually

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given significant discretion when requesting to assume or reject an executory contract or

unexpired lease. See In re Riodizio, Inc., 204 B.R. 417, 424 (Bankr. S.D.N.Y. 1997) (“[A] court

will ordinarily defer to the business judgment of the debtor’s management”); In re Chipwich,

Inc., 54 B.R. 427, 430-31 (Bankr. S.D.N.Y. 1985) (finding that a court should not interfere with

a debtor’s decision to assume or reject “absent a showing of bad faith or abuse of business

discretion”). Further, the “business judgment” standard merely requires the debtors to establish

that the requested assumption will benefit the estate. See Westbury Real Estate Ventures, Inc. v.

Bradlees, Inc. (In re Bradlees Stores, Inc.), 194 B.R. 555, 558 n.1 (Bankr. S.D.N.Y. 1996)

(concluding that “the court must examine the contract and circumstances and apply its best

‘business judgment’ to determine if the assumption or rejection would be beneficial or

burdensome to the estate”).

14. The Debtors believe that assumption of the Fremantle Agreement, as

amended by the 2017 Amendment, is well within the Debtors’ business judgment and is in the

best interests of their estates.5 The Fremantle Agreement, as amended by the 2017 Amendment,

underlies the use and exploitation of the Debtors’ most valuable intellectual property. Assuming

the Fremantle Agreement, as amended by the 2017 Amendment, allows the Debtors to continue

their longstanding, positive relationship with their partner, Fremantle, and to use and exploit the

co-owned intellectual propertyDeadline for the benefit of their business consensually and without any

disruption.

15. In addition, pursuant to section 365 of the Bankruptcy Code, the 19 Parties

are authorized to assume the Fremantle Agreement, as amended, provided that, to the extent

5 For the avoidance of doubt, notwithstanding anything in the Motion to the contrary, NEG Operations, Inc.’s requested assumption of the Fremantle Agreement, as amended by the 2017 Amendment, is limited to those provisions that it is a party to.

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necessary, the 19 Parties have (a) cured, or provided adequate assurance that they will promptly

cure, any default in accordance with section 365(b)(1)(A) of the Bankruptcy Code;

(b) compensated or provided adequate assurance that they will promptly compensate the

counterparty for any actual pecuniary loss to such party resulting from such default; and

unexpired lease. 11 U.S.C. §365(b).

16. Fremantle and the Debtors have agreed that, promptly following entry of

the proposed order approving the assumption of the Fremantle Agreement, as amended by the

2017 Amendment, and subject to any setoff or recoupments rights the 19 Parties have with

respect to amounts owing by Fremantle to the 19 Parties, the parties shall negotiate in good faith

to resolve any cure amount (the “Cure Amount”) owed by the 19 Parties to Fremantle in respect

of any unpaid amounts due under the Fremantle Agreement as of the date of entry of the

proposed order approving the Motion. Accordingly, the 19 Parties submit that the requirements

of section 365(b) are satisfied. To the extent that the parties are not able to consensually resolve

the Cure Amount, the Debtors will schedule a hearing before this Court to resolve any

outstanding disputes.

17. To successfully implement the foregoing, the Debtors respectfully seek a

waiver of the fourteen-day stayDeadline under Bankruptcy Rule 6004(h). Further, as notice of this

Motion will be provided at least fourteen (14) days prior to the hearing date on this Motion, the

Debtors submit that they have complied with the requirements of Local Bankruptcy Rule 6006-1.

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NOTICE

18. Notice of the Motion will be given in accordance with the Confirmation

Order, including, without limitation, being given to Fremantle. The Debtors submit that, under

the circumstances, no other or further notice is required.

19. No previous motion for the relief requested herein has been made to this

or to any other court.

CONCLUSION

WHEREFORE, the Debtors respectfully request the Court enter an order,

substantially in the form annexed hereto as Exhibit B, (a) authorizing the assumption of the

Fremantle Agreement, as amended by the 2017 Amendment; and (b) granting related relief.

Dated: January 20, 2017 New York, New York WILLKIE FARR & GALLAGHER LLP Counsel for the Reorganized Debtors

By: /s/ Matthew A. Feldman Matthew A. Feldman Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff

Deadline787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111

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EXHIBIT A

Stipulation

Deadline

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------X In re : Chapter 11 : AOG Entertainment, Inc., et al.,1 : Case No. 16-11090 (SMB) : Debtors. : (Jointly Administered) ------X

STIPULATION AND ORDER RESERVING RIGHTS AND ESTABLISHING STANDSTILL PERIOD REGARDING DEBTORS’ ASSUMPTION, ASSUMPTION AND ASSIGNMENT OR REJECTION OF CONTRACTS WITH FREMANTLEMEDIA LIMITED AND FREMANTLEMEDIA NORTH AMERICA, INC.

This Stipulation and Order (this “Stipulation and Order”) is entered into this 16th day of

September 2016, by and among the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) and the ad hoc group of first lien lenders (the “Ad Hoc Group”),2

Crestview Media Investors, L.P (“Crestview”). on the one hand, and FremantleMedia Limited and

FremantleMedia North America, Inc. (collectively, “Fremantle,” and together with the Debtors

and the Ad Hoc Group, the “Parties”), on the other hand. The Parties, by and through their

respective counsel, hereby stipulate and agree to the following terms and conditions:

WHEREAS, certain of the Debtors and Fremantle are parties to various contracts,

including, as relevant to this Stipulation and Order, (i) Agreement, dated July 6, 2001, between Pearson Television OperationsDeadline BV, as predecessor-in-interest to FremantleMedia Limited, and 19 TV Limited (the “2001 Agreement”), (ii) Settlement Agreement, dated November 28, 2005,

between FremantleMedia Limited and 19 TV Limited (the “2005 Settlement”) and (iii)

Confidential Settlement Agreement and Mutual General Release, dated September 24, 2013,

1 A list of the Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number is attached as Schedule 1 to the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] and at http://www.kccllc.net/AOG. The Debtors’ executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA 90069. 2 The Ad Hoc Group is comprised of certain lenders that, together with common interest lenders, hold in the aggregate approximately 64% in principal amount of debt outstanding under the First Lien Term Loan Agreement. See Docket No. 71 (Rule 2019 statement providing detail about the Ad Hoc Group and its members’ holdings).

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between Core Media Group, Inc., 19 TV Limited, 19 Entertainment Limited, 19 Recordings

Limited, on the one hand, and FremantleMedia Limited and FremantleMedia North America,

Inc., on the other hand (the “2013 Settlement,” and together with the 2001 Agreement and the

2005 Settlement, the “Fremantle Contracts”);

WHEREAS, on August 4, 2016, the Debtors filed the Second Amended Joint Chapter 11

Plan of Reorganization for AOG Entertainment, Inc. and Its Affiliated Debtors [Docket No. 294]

(the “Plan”);

WHEREAS, pursuant to Section 10.3 of the Plan, on September 6, 2016, the Debtors

filed their Notice of Filing of First Supplemental Proposed Schedule of Assumed Contracts and

Leases and Related Cure Amounts in Connection with Second Amended Joint Chapter 11 Plan of

Reorganization for AOG Entertainment, Inc. and its Affiliated Debtors [Docket No. 362] (the

“Supplemental Assumed Contract List”);

WHEREAS, the Fremantle Contracts are each listed on the Supplemental Assumed

Contract List as contracts the Debtors had intended to assume or assume and assign in

accordance with the terms of the Plan;

WHEREAS, on September 9, 2016, the Ad Hoc Group filed the Objection of Ad Hoc

Group of First Lien Lenders to the Debtors’ Schedule of Assumed Contracts and Leases [Docket

No. 373] in which the AdDeadline Hoc Group objected to the Debtors’ proposed assumption or

assumption and assignment of the Fremantle Contracts; and

WHEREAS, the Parties have agreed to enter into this Stipulation and Order in order to

facilitate a potential resolution of issues regarding the treatment of the Fremantle Contracts and

Fremantle’s claims in the Debtors’ chapter 11 cases.

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NOW, THEREFORE, the Parties hereby stipulate and agree as follows:

1. Notwithstanding the Supplemental Assumed Contract List, or anything in

Sections 10.1, 10.2 or 10.3 of the Plan, or anything contained in any order confirming the Plan (a

“Confirmation Order”) to the contrary, the Fremantle Contracts shall not be deemed assumed, or

assumed and assigned, or rejected as of the Effective Date (as defined in the Plan) and any

assumption, assumption and assignment, or rejection of the Fremantle Contracts by the Debtors

in their chapter 11 cases pursuant to the United States Bankruptcy Code (the “Bankruptcy

Code”) shall instead be accomplished by and be the subject of a separate motion of the Debtors

(or the Reorganized Debtors, as the case may be), pursuant to Rules 6006 and 9014 of the

Federal Rules of Bankruptcy Procedure (an “Assumption/Rejection Motion”), and a final order

of the Bankruptcy Court granting or denying such Assumption/Rejection Motion.

2. Notwithstanding anything to the contrary contained in the Plan or Section

365(d)(2) of the Bankruptcy Code, the deadline for the Debtors (or the Reorganized Debtors, as

the case may be) to assume, assume and assign or reject the Fremantle Agreements shall be

extended to the date that is 10 (ten) days after the entry of a final order of the Bankruptcy Court

or other court of competent jurisdiction determining an Assumption/Rejection Motion.

3. The Debtors or Reorganized Debtors are authorized to file an

Assumption/Rejection MotionDeadline after confirmation of the Plan and the occurrence of the Effective

Date, provided that the Debtors, the Ad Hoc Group and Crestview agree that the Debtors (or the

Reorganized Debtors, as the case may be) shall not take any action to reject the Fremantle

Contracts, whether by listing the Fremantle Contracts in an amended or supplemental Schedule

of Rejected Contracts and Leases (as defined in the Plan) or filing a motion to reject the

Fremantle Contracts prior to September 28, 2016, and provided further that the Debtors (or the

Reorganized Debtors, as the case may be) shall file an Assumption/Rejection Motion on or

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before October 12, 2016, failing which the Fremantle Contracts shall be deemed assumed.

Fremantle hereby consents to the filing of an Assumption/Rejection Motion after the Effective

Date and that the Fremantle Contracts may be assumed, assumed and assigned, or rejected after

the Effective Date as set forth herein.

4. The deadlines established in Paragraph 3 of this Stipulation and Order may be

extended, without further order of the Bankruptcy Court, by agreement in writing signed (i) on a

date that is prior to the Effective Date, by each of the Parties hereto, and (ii) on a date that is on

or after the Effective Date, by counsel for the Reorganized Debtors and Fremantle. The Debtors

or Reorganized Debtors shall promptly file a notice of any such extension with the Bankruptcy

Court.

5. Fremantle’s deadline to object to the assumption (or assumption and assignment)

and proposed cure of the Fremantle Contracts, initially established as September 14, 2016 and

later extended, by agreement among the Parties, to September 16, 2016, shall be disregarded as

moot. Fremantle reserves all rights to object to the assumption (or assumption and assignment)

of the Fremantle Contracts and to the proposed amount needed to cure any monetary defaults of

the Debtors thereunder in connection with any subsequent assumption (or assumption and

assignment) of the Fremantle Contracts by the Debtors (or the Reorganized Debtors, as the case

may be) pursuant to the termsDeadline of this Stipulation and Order.

6. In the event that the Debtors (or the Reorganized Debtors, as the case may be) file

a motion to reject the Fremantle Contracts in accordance with this Stipulation and Order, which

is granted by order of the Bankruptcy Court (a “Rejection Order”), notwithstanding anything in

Section 10.1 of the Plan or any Confirmation Order to the contrary, the effect of rejection, if any,

upon the Fremantle Contracts and the rights of the parties thereto shall be governed by the terms

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of such Rejection Order, a subsequent order or judgment of the Bankruptcy Court or a

subsequent order or judgment of a court of competent jurisdiction.

7. Except as provided herein, this Stipulation and Order and the relief granted herein

is without prejudice to all of the Parties’ rights, claims and defenses with respect to the

Fremantle Contracts, the Bankruptcy Code and other applicable law, including, without

limitation, all rights (i) under Section 365(n) of the Bankruptcy Code, (ii) to challenge whether

the Fremantle Contracts are executory contracts that may be assumed, assumed and assigned, or

rejected, and (iii) to contest whether the Bankruptcy Court has jurisdiction to hear and determine

any matter arising under the Fremantle Contracts.

8. This Stipulation and Order does not affect the treatment provided under the Plan

of any contracts between Fremantle or its affiliates and any of the Debtors or their affiliates other

than the Fremantle Contracts.

9. This Stipulation and Order sets forth the entire understanding of the Parties hereto

with respect to the matters set forth herein, is intended to be the complete and exclusive

statement of the terms thereof and may not be modified or amended except by a writing signed

by the Parties and/or their counsel.

10. This Stipulation and Order may be executed in counterparts by facsimile or other

electronic transmission, eachDeadline of which shall be deemed an original, and all of which when taken

together shall constitute one document.

11. Except as provided in this Stipulation and Order, nothing herein shall be

construed as an admission by any Party of any liability of any kind to any other Party. The

Parties have each cooperated in drafting this Stipulation and Order. Therefore, in any action or

proceeding concerning this Stipulation and Order, the provisions hereof shall be construed as if

jointly drafted by the Parties.

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12. Each Party represents and warrants to the other that: (a) such Party’s counsel is

authorized to execute this Stipulation and Order on its behalf; and (b) this Stipulation and Order

is duly executed and delivered and, subject to Bankruptcy Court approval, constitutes a valid and

binding agreement in accordance with its terms.

13. This Stipulation and Order shall be binding upon all successors and assigns of the

Parties.

14. The Debtors shall file this Stipulation and Order with the Bankruptcy Court

before the hearing on confirmation of the Plan and, to the extent the Order thereon is not entered

in advance of such hearing, shall request that the Bankruptcy Court enter such Order at such

hearing and before entry of the Confirmation Order.

15. The terms and conditions of this Stipulation and Order shall be immediately

effective upon the entry of an order by the Bankruptcy Court approving this Stipulation and

Order.

16. The Bankruptcy Court shall retain jurisdiction over all matters related to this

Stipulation and Order.

Dated: September 16, 2016 WILLKIE FARR & GALLAGHER LLP

By: /s/ Matthew A. Feldman Matthew A. Feldman Deadline Paul V. Shalhoub Robin Spigel Andrew S. Mordkoff 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax: (212) 728-8111

Counsel for the Debtors and Debtors in Possession

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Dated: September 16, 2016 KLEE, TUCHIN, BOGDANOFF & STERN LLP

By: /s/ Lee R. Bogdanoff Lee R. Bogdanoff (admitted pro hac vice) David A. Fidler (admitted pro hac vice) Whitman L. Holt (admitted pro hac vice) 1999 Avenue of the Stars, 39th Floor Los Angeles, California 90067 Tel: (310) 407-4000 Fax: (310) 407-9090

Counsel to the Ad Hoc Group of First Lien Lenders

Dated: September 16, 2016 QUINN EMANUEL URQUHART & SULLIVAN, LLP

By: /s/ Eric D. Winston Eric D. Winston (admitted pro hac vice) 865 S. Figueroa St., 10th Floor Los Angeles, California 90017 Tel: (213) 443-3000

Fax: (212) 443-3100

Scott C. Shelley 51 Madison Avenue, 22nd Floor New York, New York 10010 Tel: (212) 849-7000 Fax: (212) 849-7100

Counsel to Crestview Media Investors, L.P.

Dated: September 16, 2016 KATTEN MUCHIN ROSENMAN LLP

By: /s/ Matthew W. Olsen Matthew W. Olsen 575 Madison Avenue Deadline New York, New York 10022 Tel: (212) 940-8800 Fax: (212) 940-8776

Counsel for FremantleMedia Limited and FremantleMedia North America, Inc.

So Ordered this 22nd day of September 2016

/s/ STUART M. BERNSTEIN______HONORABLE STUART M. BERNSTEIN United States Bankruptcy Judge

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EXHIBIT B

Proposed Order

Deadline

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ORDER (I) AUTHORIZING ASSUMPTION OF AGREEMENT WITH FREMANTLEMEDIA LIMITED AND FREMANTLEMEDIA NORTH AMERICA, INC., AS AMENDED; AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of the reorganized debtors in the

above-captioned cases (collectively, the “Debtors”) for entry of an order, pursuant to section

365(a) of the Bankruptcy Code, Bankruptcy Rule 6006 and Local Bankruptcy Rule 6006-1,

(a) authorizing the 19 Parties to assume, as applicable, various agreements and understandings

(collectively, the “Fremantle Agreement”) related to the television format known as “Pop Idol”

or “Idols,” the development and production of audio-visual productions based on such format

throughout the world, and the exercise of distribution, exploitation, merchandising, sponsorship,

music and other ancillary, subsidiary or allied rights related to such productions and/or such

format, including, (i) Agreement, dated July 6, 2001, between Pearson Television Operations

BV, as predecessor-in-interest to FremantleMedia Limited, and 19 TV Limited (the “2001

Agreement”); (ii) SettlementDeadline Agreement, dated November 28, 2005, between FremantleMedia

Limited and 19 TV Limited (the “2005 Settlement”); and (iii) Confidential Settlement

Agreement and Mutual General Release, dated September 24, 2013, between Core Media Group,

1 A list of the Debtors in the chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number is attached as Exhibit A to Appendix I of the order confirming the Second Amended Joint Chapter 11 Plan of Reorganization for AOG Entertainment, Inc. and Its Affiliated Debtors [Docket No. 436] and at http://www.kccllc.net/AOG. The Debtors’ executive headquarters are located at 8560 West Sunset Boulevard, 8th Floor, West Hollywood, CA 90069. 2 Capitalized terms used but not defined herein shall have the meaning ascribed such terms in the Motion.

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Inc., 19 TV Limited, 19 Entertainment Limited, 19 Recordings Limited, on the one hand, and

FremantleMedia Limited and FremantleMedia North America, Inc. (collectively, “Fremantle”),

on the other hand (the “2013 Settlement”), in each case as amended by the Amendment entered

into as of January 11, 2017, between 19 TV Limited, 19 Entertainment Limited, 19 Recordings

Limited, and with respect to certain aspects of the 2017 Amendment, NEG Operations, Inc.

(collectively, the “19 Parties”), and with respect to certain aspects of the 2017 Amendment,

NEG Parent LLC, NEG Holdings LLC, and Wilmington Trust, National Association, as

administrative agent and collateral agent on behalf of the lenders party to the Debtors’ post-

emergence credit facility, on the one hand, and Fremantle, on the other hand (the “2017

Amendment”); and (b) granting related relief; and due and sufficient notice of the Motion

having been given; and it appearing that no other or further notice need be provided; and it

appearing that the relief requested by this Motion is necessary and is in the best interests of the

Debtors, their estates, their creditors, and other parties in interest; and it appearing that the relief

requested is beneficial to the continued operation of the Debtors’ businesses and the preservation

of the value of their assets; and after due deliberation and sufficient cause appearing therefor, it

is hereby

ORDERED, that:

1. The MotionDeadline is granted.

2. The 19 Parties are authorized to assume the Fremantle Agreement, as

amended by the 2017 Amendment, with such assumption effective upon this Order having

become final and non-appealable; provided that, notwithstanding the foregoing, nothing

contained herein shall be construed to expand or otherwise alter NEG Operations, Inc.’s

obligations under the Fremantle Agreement, as amended by the 2017 Amendment.

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3. The requirements of section 365(b) of the Bankruptcy Code have been

met, including the 19 Parties having provided adequate assurance that any monetary defaults due

under the Fremantle Agreement as of the date of entry of this Order will be cured. To the extent

that the 19 Parties and Fremantle cannot consensually resolve the Cure Amount, this Court shall

retain jurisdiction to hear and determine any dispute related thereto. Payment of the Cure

Amount by the 19 Parties to Fremantle, including by means of setoff or recoupment against

amounts owed by Fremantle to the 19 Parties, shall be in full and final satisfaction of any and all

of the 19 Parties’ prepetition obligations under the Fremantle Agreement, and the Claims shall be

deemed automatically expunged without the need for further action by any of the Debtors.

4. The failure to describe specifically or include any particular provision of

the Fremantle Agreement, in the Motion or this Order, shall not diminish or impair the

effectiveness of such provision, it being the intent of this Court that the Fremantle Agreement

can only be assumed by the Debtors in their entirety.

5. The Fremantle Agreement and the 2017 Amendment are solely for the

benefit of the parties thereto and no other person or entity shall be a third party beneficiary

thereof. No entity shall have any right to seek or enforce specific performance of the Fremantle

Agreement, other than the parties thereto.

6. NoticeDeadline of the Motion as provided therein shall be deemed good and

sufficient notice and the requirements of the Bankruptcy Rules and the Local Bankruptcy Rules

are satisfied by such notice.

7. The stay set forth in Bankruptcy Rule 6004(h) shall be, and hereby is,

waived and this Order shall take effect and be fully enforceable immediately upon execution

hereof.

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8. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

9. This Court shall retain jurisdiction to hear and determine all matters

related to this Order and the implementation hereof.

Dated: ______, 2017 New York, New York

______THE HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE

Deadline

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