EX-10.4
from 8-K
138 pages
Revolving Credit and Guaranty Agreement Dated as of May 20, 2008 Among Movie Gallery, Inc., Certain Subsidiaries of Movie Gallery, Inc. as Guarantors, Various Lenders Sopris Partners Series a of Sopris Capital Partners, LP as Arranger, the Bank of New York, as Administrative Agent, and Deutsche Bank Trust Company Americas, as Collateral Agent $100,000,000 Senior Secured First Priority Revolving Credit Facility
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EX-10.3
from 8-K
131 pages
Amended and Restated Second Lien Credit and Guaranty Agreement Dated as of May 20, 2008 Among Movie Gallery, Inc., Certain Subsidiaries of Movie Gallery, Inc. as Guarantors, Various Lenders, and Wells Fargo Bank, N.A. as Administrative Agent and Collateral Agent $117,141,030 Senior Secured Second Priority Credit Facilities
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EX-10.2
from 8-K
156 pages
Amended and Restated First Lien Credit and Guaranty Agreement Dated as of March 8, 2007 as Amended and Restated as of May 20, 2008 Among Movie Gallery, Inc., Certain Subsidiaries of Movie Gallery, Inc. as Guarantors, Various Lenders and Wilmington Trust Company, as Administrative Agent and Deutsche Bank Trust Company Americas, as Collateral Agent $626,488,750 Senior Secured First Priority Credit Facilities
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EX-10.1
from 8-K
139 pages
Secured Super-Priority Debtor in Possession Credit and Guaranty Agreement Dated as of October 16, 2007 Among Movie Gallery, Inc., Certain Subsidiaries of Movie Gallery, Inc. as Guarantors, Various Lenders, Goldman Sachs Credit Partners L.P., as Lead Arranger and Syndication Agent, the Bank of New York, as Administrative Agent and as Collateral Agent and Goldman Sachs Credit Partners L.P., as Documentation Agent $150,000,000 Senior Secured First Priority Credit Facilities
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EX-10
from 8-K
1 page
Certificate of Authorized Officer Dated as of September 4, 2007 I, Thomas D. Johnson, Jr., Certify That I Am the Executive Vice President and Chief Financial Officer of Movie Gallery, Inc., a Delaware Corporation (The "Borrower"), and That, as Such, I Am Authorized to Execute This Certificate of Authorized Officer on Behalf of the Borrower, and Do Hereby Further Certify That: 1. I Am Delivering This Certificate of Authorized Officer Pursuant to Section 5.1(e) of That Certain Second Lien Credit and Guaranty Agreement Dated as of March 8, 2007 (The "Credit Agreement"), Among Movie Gallery, Inc., Certain of Its Subsidiaries, the Lenders From Time to Time Party Thereto and Wells Fargo Bank, National Association (As Successor to Capitalsource Finance, LLC), as Administrative Agent and Collateral Agent. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Credit Agreement. 2. as of the End of the Fiscal Quarter Ended on July 1, 2007, Certain Defaults and Events of Default Have Occurred and Are Continuing Under the First Lien Credit Agreement (Collectively, the "First Lien Defaults"). as a Result of Such First Lien Defaults, an Event of Default Under Section 8.1(b)(ii) Occurred on September 1, 2007 Which Was the Sixtieth Day After the Date When First Lien Defaults First Occurred. 3. as a Result of Such First Lien Defaults, the Borrower Has Obtained From the Lenders Under the First Lien Credit Agreement a Forbearance Agreement Pursuant to Which Such Lenders Have Agreed to Forbear From Exercising Their Default-Related Rights and Remedies in Accordance With the Terms of Such Forbearance Agreement. Movie Gallery, Inc. By: Name: Thomas Johnson Title: Chief Financial Officer
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EX-10
from 8-K
1 page
Certificate of Authorized Officer Dated as of September 4, 2007 I, Thomas D. Johnson, Jr., Certify That I Am the Executive Vice President and Chief Financial Officer of Movie Gallery, Inc., a Delaware Corporation (The "Borrower"), and That, as Such, I Am Authorized to Execute This Certificate of Authorized Officer on Behalf of the Borrower, and Do Hereby Further Certify That: 1. I Am Delivering This Certificate of Authorized Officer Pursuant to Section 5.1(e) of That Certain First Lien Credit and Guaranty Agreement Dated as of March 8, 2007 (The "Credit Agreement"), Among Movie Gallery, Inc., Certain of Its Subsidiaries, the Lenders From Time to Time Party Thereto and Goldman Sachs Credit Partners L.P. as Administrative Agent. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Credit Agreement. 2. Arising Solely With Respect to the Existing Defaults (As Defined in That Certain Forbearance Agreement Dated as of July 20, 2007 (As Amended From Time to Time, the "Forbearance Agreement") by and Among Movie Gallery, Inc., the Lenders Party Thereto and Goldman Sachs Credit Partners L.P.), an Event of Default Under Section 8.1(b)(ii) of the Credit Agreement Occurred on September 1, 2007 as a Result of the Occurrence of an Event of Default Under Section 8.1(b)(ii) of the Second Lien Credit Agreement and the Passage of the Applicable Grace Period (The "Second Lien Default"). 3. the Borrower Intends to Continue Discussions With the Lenders Under the Second Lien Credit Agreement Including With Respect to the Second Lien Default. Movie Gallery, Inc. By: Name: Thomas Johnson Title: Chief Financial Officer
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EX-10.2
from 8-K
115 pages
Second Lien Credit and Guaranty Agreement Dated as of March 8, 2007 Among Movie Gallery, Inc., Certain Subsidiaries of Movie Gallery, Inc. as Guarantors, Various Lenders, Goldman Sachs Credit Partners L.P., as Lead Arranger and Syndication Agent, and Capitalsource Finance LLC, as Administrative Agent and Collateral Agent $175,000,000 Senior Secured Second Priority Credit Facilities
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EX-10.1
from 8-K
150 pages
First Lien Credit and Guaranty Agreement Dated as of March 8, 2007 Among Movie Gallery, Inc., Certain Subsidiaries of Movie Gallery, Inc. as Guarantors, Various Lenders, Goldman Sachs Credit Partners L.P., as Lead Arranger and Syndication Agent, Goldman Sachs Credit Partners L.P., as Administrative Agent and Wachovia Bank, National Association, as Collateral Agent and Documentation Agent $725,000,000 Senior Secured First Priority Credit Facilities
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