Abandonment, 126
Access, 38
Account opening documents, 51
Acknowledgement of Notice of Assignment, 98–100
Agreement of the Parties, 150
Allocation of Sales Agent's Gross Receipts, 203–4
Alternative financing: Enterprise Investment Schemes,210–12
Limited Liability Partnerships, 212–16
Sale and Leaseback Transactions, 216–26
Amendments, 89
American Arbitration Association, 146
Application for Guaranty, 150
Application to Relevant Authorities, 36
Arrangement fees, 46
Assignment: Charge and Assignment, 67–83
Co-production Agreements, 26–40–1
Completion Guarantee, 135
Interparty Agreements, 113
Letter of Credit, 87
Assignment/purchase agreement, 4–9
Bank Facility Letter: Conditions precedent, 58–61
Events of default, 65
Fees and costs, 63
Indemnity, 64
Maximum amount of facility, 63
Offer period, 61
Purpose, 58
Representations, 64
Right to draw funds, 62
Warranties, Banking the deal:64
Term sheet stage, Banking documents:45–7
Acknowledgement of Notice of Assignment, 98–100
Form of L/C Demand certificate, 91–2
Form of Certificate of Delivery, 94–5
Laboratory Pledgeholder's Agreement, 101–5
Notice of Assignment and Irrevocable Payment Instruction, 96–7
Banks: Co-production Agreements, 28
Completion Guarantee, 123
Interparty Agreements, 106–120
production receivables, 106–07
Sale and Leaseback transactions, 218–219
Bank's Assigned Receipts, 113
Bank's costs and expenses, 79
Beneficiaries, 185
Bilateral treaties see Co-production Treaties Bonds, 121–174
Books for further reading, 246–7
British Contribution, 29
British Film Certificates, 225
British Government, 20
Budget, 29
Cashflow Schedule, 29
Certain Costs in Excess of Budget, 161
Certificate of Authorship, 11–12
CIS see Collective investment scheme Closing time, 52–3
Co-Producers, 24
Co-Producers' Contributions, 34
Co-production Agreement: Agreement to co-produce, 24–31
financing of the film, 25–34–6
management of the production, 25–26–37–38
producer's credentials, 23
production of the film, –32–34
Collateral, 47
Collection Account Management Agreements, 175–99
Beneficiaries, 185
Distribution of Collected Gross Receipts, 186
Execution, 197
Film Specification, 184
Governing Law, 198
Obligations of the Parties, 188–9–191–94
Collective investment schemes (CIS), 215–16
Companies Form 55
Completion Agreement, 127–129–148–74
Completion Bond Letter of Commitment, 130
Completion of Contributions, 35
Completion and Delivery of Film, 138–39
Completion Guarantee: Abandonment, 126
Application Requirements, 122–23
Completion Bond Letter of Commitment, 130
Completion Guarantor's liability, 123–4
Cut Through, 126
the Guarantee, 123
Notice Cure and Arbitration Agreement, 144–46
Payments under the Guarantee, 124–25
sample document, 130–74–122–123
Completion Guarantor: abandonment, 126
Completion Guarantee Application Requirements, 122
Cut Through Letter, 126
Interparty Agreements, 108–119
Liability of the Completion Guarantor, 123–124
Payments under the Guarantee, 124–125
sample documents websites, 129
UK firms, 129
Completion Guaranty, The, 171
Conditions precedent, 2–51–52–58–61
Confidentiality, 214
Contribution(s), 29
Corporate Action, 136
Corporate governance documents, 51
Cost of Production, 29
Costs: Bank Facility Letter, 63
Completion Agreements, 158–161
Sale and Leaseback Transactions, 219–220–221–222–23
Council of Europe see European Convention on Cinematographic Co-production Covenants, 64–65–
Covenants and warranties, 73–7
Credit, Letter of Credit, 84–90
Credits, Co-production Agreements, 26–38–9
Cut Through Letter, 126
DCMS see Department for Culture, Media and Sport Deal memo see Term sheet Deferments, 223
Definitions: Bank Facility Letter, 57–8
Co-production Agreement, 24–28–31
Collection Account Management Agreement, 181–83
Delivery of the Film, –38–144–146
Delivery Materials, 132
Department for Culture, Media and Sport (DCMS), 217–220
Discharge and re-assignment, 79
Disclosure of information, 87
Distribution agreements, 47
Distribution of Collected Gross Receipts, 186
Distribution of Gross Receipts, 189
Distribution rights, 32
Draw down of money, 48
Due diligence process, 3
EIS see Enterprise Investment Schemes Elements of the Film, 110
Engagement of Individuals, 36–37
Enterprise Investment Schemes, 210–212
Errors and Omissions Cover Note example, 248
European Convention on Cinematographic Co-production, 21–23
Events of default, 65
Excluded Costs, 133
Execution, 197
Failure to Complete and Deliver the Film, 133–134
Failure to Meet Conditions, 35–36
Film Finance Sample Completion Agreement, 148–174
Film Finance Sample Completion Guarantee, 131–174
Film production companies, 211
Film Specification, 184
Finance (No. 2) Act 1997, 217
Financial Services and Markets Act 2000 (FSMA), 215
Financial Services Regime, 215–216
Financing of the film, 25–34–36–
Force Majeure, 26–39–40–125–126
Form of L/C Demand certificate, 91–92
Form of Certificate of Delivery, 94–95
Freeway Entertainment Group BV, 177–99
FSMA see Financial Services and Markets Act Further assurance, 62–79
Gap financing: criteria for, 206–207
Gap Financing Deal (no sales agent advance), 208
meaning/history, 205
Sales Agent Advance Against Sales, 207
Sample Sales Estimates, 208–209
Governing Law: Charge and Assignment example, 80
Co-production Agreements, 26–42–43
Collection Account Management Agreements, 198
Interparty Agreements, 120
Letter of Credit, 90
Grant of time or indulgence, 77
Gross Receipts, 186–188–189–201–202
Guarantee fee rebate, 121
Guarantor's Rights Concerning Production, 162–167
Incorporation of LLPs, 214–215
Information Memorandum, 216
Information requirements, 46
Insolvency, 214
Insolvency and Adverse proceedings, 167–168
Insurance: bank loans, 51
Co-production Agreement, 37
Completion Agreement sample, 156–159
Intellectual property rights, 1–19
Interest: Bank Facility Letter, 62–63
Completion Guarantee sample, 168–169
margin, 49
rates for bank loans, 46
reserve calculation, 48
Sale and Leaseback Transactions, 223
Interparty Agreements: application on the assigned receipts, 113
Elements of the Film, 110
Governing law, 120
Licence Fee, 109–112–113–114–115–118
notice of assignment and acknowledgement, 112–113
Notices, 119
payments to the bank and rights of offset, 113–114
Severability, 119
Waiver, 119
Invalidity of any provision, 80
Investors in EIS Schemes, 210–212
Irrevocable Letter of Credit, 84–90
Joint Responsibility, 36
Laboratory Pledgeholder's Agreement, 101–105
Legal cost contingency,50
Legislation, 217
Letter of Credit: Assignment, 87
Disclosure of information, 87
Governing Law, 90
Reliance, 90
Termination of obligations, 86
Undertaking to pay, 85
Waivers and amendments, 89
Letters: Bank Facility Letter, 57–66
Completion Bond Letter of Commitment, 130
Cut Through Letter, 126
Irrevocable Letter of Credit, 84–90
Licence Fee, 109–112–113–114–115–116
Limited Liability Partnerships (LLPs), 55–56–212–216
LLPs see Limited Liability Partnerships Loss Payee Endorsement see Cut Through Letter Management of the production, 25–36–38
Mandatory Delivery Items, 116–118
Maximum amount of facility, 63–
Members' Agreement, 215
Monitoring film productions, 122
Nationality points system, 22
Net Profit Participants, 187
Net Profits, 200
No Common Management, 38
Norway, 20
Notice of Assignment and Irrevocable Payment Instruction, 96–97
Notice Cure and Arbitration Agreement, 144–146
Notices: Co-production Agreements, 26–42
Collection Account Management Agreements, 197
Completion Agreement sample, 150
Completion Guarantee, 135
Completion Guarantee sample, 171–172
Interparty Agreements, 119
Obligations of the Parties188–189–191–194
Obligations to other parties, 10
Offer period, 61
Official Co-production Treaties, 20–21
Opinions: bank loans, 51
Chain of Title Opinion, 3–6–10
Option Extension Agreement, 2
Options, 1
Other security, 79
Over-budget films, 159
Partnerships see Limited Liability Partnerships; Sale and Leaseback Transactions Payment obligations, 93
Points systems, 22
Power of Attorney, 78
Primary collateral, 47
Prior release, 224
Producer: Co-production Agreements, 23
Completion Agreement sample, 148–149–151–156–159
Completion Guarantee sample, 131–137
Completion Guarantor's rights, 127–129
Guarantor's Rights Concerning Production, 162–167
Interparty Agreements, 108–111–112–115
Sale and Leaseback Transactions, 221–222
Warranties, Representations and Agreements, 154–156
Producer's Net Profits, 200–202
Production expenditure, 222–223
Production of the film, 25–32–34
Production receivables, 106
Production Schedule, 30
Prospectus for EIS Schemes, 210–212
Protection of third parties, 77–78
Purpose, 58
Quit Claim and Notice of Ownership of Copyright and Other Rights, 16–19
Receipts: Co-production Agreements, 26–38
Distribution of Collected Gross Receipts, 186
Gross Receipts, 188–189–208–209
Interparty Agreements, 113
Recoupment: Completion Guarantee sample,
Net Profits, 200
Net Receipts, 204
Refusal of Co-production Status, 35
Registration of the Film, 38
Registration of Security, 55–56
Relevant Authority, 30
Reliance, 90
Remaining Territory, 30
Repayment date, 49
Representations, 64
Representations of Producer, 148
Right to draw funds, 62
S&L see Sale and Leaseback Transactions Sale and Leaseback Transactions, 216–226
applicable legislation, 217
production expenditure, 222–223
Sales Agent Advance Against Sales, 207
Sales agents: gap deals, 206–207
Gross Receipts, 201
statement difficulties, 175
Sample documents: Collection Account Management Agreement, 178–199
Completion Guarantor's, 129
Errors and Omissions Cover Note example, 248
Screenplay, 30
Secondary collateral, 47
Section 48 of Finance (No. 2) Act 1997, 217
Secured assets, 55
Secured Sums, 149–150–154–158–159–166–167
Security: Bank Facility Letter, 61–62
bank loan documents, 51
Set-off, 77
Severability, 119
Short Form Assignment, 2–11–14–15
Short Form Option Agreement,2–13
Single purpose company (SPV), 3 Standard Terms: see also Definitions Completion Agreement, 152–154
Subordination, 135
Tax: collection accounts, 176
LLPs transparency, 212–213–216
Sale and Leaseback Transactions, 216–226
Termination and Force Majeure, 26–39–40
Termination of obligations, 86
Tertiary collateral, 47
Timing of draw-down of money, 48
Title documents, 2
Treaty, 30
Underlying Literary Property, 132
Underlying works, 10
Undertaking to pay, 85
United Kingdom, 20
United Kingdom Territory, 30
United States Copyright Office, 3
Value-added tax (VAT), 224
Waivers, remedies cumulative, 79
Warranties, Representations and Agreements of the Producer, 154–156
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