Exhibit 10.1
AMENDED AND RESTATED OPTION AGREEMENT
This Amended and Restated Option Agreement is made this 30th day of
December, 2002
BETWEEN:
ALLIANCE ATLANTIS COMMUNICATIONS INC.,
a corporation incorporated under the laws of Canada ("AACI")
- and -
POINT.360,
a corporation incorporated under the laws of California ("PTSX")
RECITALS:
A. AACI, either itself or through its wholly-owned subsidiaries, owns
all of the issued and outstanding shares of Tattersall Casablanca Sound Inc.
("TCSI") and Calibre Digital Design Inc. ("CDI"), corporations governed by the
laws of the Province of Ontario and Salter Street Digital Limited ("SSDL"), a
corporation currently governed by the laws of Canada (SSDL, TCSI and CDI are
referred to the "Optioned Companies").
B. AACI wishes to grant to PTSX an option to purchase all of the issued
and outstanding shares of the Optioned Companies.
C. Effective July 3, 2002, AACI and PTSX entered into that certain
Option Agreement (the "2002 Agreement") pursuant to which AACI granted PTSX an
option, exercisable through December 31, 2002, to purchase all of the
outstanding shares of the Optioned Companies.
D. AACI and PTSX desire to extend the option period during which PTSX
can exercise the option to purchase the outstanding shares of the Optioned
Companies, and to otherwise amend and restate in its entirety the 2002
Agreement, all as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amended and Restated Option Agreement and other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
In this Amended and Restated Option Agreement:
"2002 Agreement" means the Option Agreement entered into as of July 3,
2002 by and between AACI and PTSX;
"2003 Agreement" means this amended and restated option agreement, as it
may be amended or supplemented from time to time as provided herein;
"Audited Statements" means, for each of each of the Optioned Companies,
the audited balance sheet as of December 31, 2002, and a statement of operations
and a statement of cash flows for the year ended December 31, 2002, together
with all notes and the auditors' report thereon, all as prepared by
PricewaterhouseCoopers LLP;
"Business" means, with respect to the Optioned Companies, the business
of providing standard definition and high definition on-line video editing, DVD
authoring, sound and picture editing, sound mixing and design video
post-production, descriptive video, video and audio compression, quality
control, duplication, transcripts, computer generated imaging and other
post-production services and related services;
"Escrow Agreement" means the Escrow Agreement entered into as of the
date hereof between AACI, PTSX and Torys LLP as escrow agent;
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"Non-Disclosure Agreement" means the non-disclosure agreement entered
into by the parties, dated as of June 6, 2002;
"2003 Option Documents" means this 2003 Agreement, the Escrow Agreement,
the Warrant, the Registration Rights Agreement and the Services Agreement;
"Person" means any individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with or without
share capital, unincorporated association, trustee, trust, executor,
administrator or other legal personal representative, regulatory body or agency,
government or governmental agency, authority or entity however designated or
constituted;
"Registration Rights Agreement" means the registration rights agreement
entered into between the parties on July 3, 2002, as amended on the date hereof;
"Services Agreement" means the interim services agreement entered into
between the parties on July 3, 2002, as amended as of the date hereof;
"Share Purchase Agreement" means the share purchase agreement
substantially in the form agreed to by the parties, such draft attached hereto
and dated for reference December 30, 2002;
"Warrant" means the warrant in favour of AACI dated July 3, 2002, as
amended on the date hereof; and
"Warrant Shares" means the common shares of PTSX issuable upon exercise
of the Warrant.
1.2 CAPITALIZED TERMS
All capitalized terms not otherwise defined in this 2003 Agreement shall
have the meanings assigned to them in the Share Purchase Agreement.
1.3 HEADINGS
The inclusion of headings in this 2003 Agreement is for convenience of
reference only and shall not affect the construction or interpretation hereof.
1.4 GENDER AND NUMBER
In this 2003 Agreement, unless the context otherwise requires, words
importing the singular include the plural and vice versa and words importing
gender include all genders.
1.5 CURRENCY
Except where otherwise expressly provided, all amounts in this 2003
Agreement are stated and shall be paid in United States currency.
1.6 ENTIRE AGREEMENT
The parties hereto hereby amend and restate the 2002 Agreement in its
entirety, and the 2002 Agreement is hereby terminated . Effective as of the date
hereof, the 2003 Option Documents constitute the entire agreement between the
parties pertaining to the subject matter of the 2003 Option Documents. There are
no warranties, conditions, or representations (including any that may be implied
by statute) and there are no agreements in connection with such subject matter
except as specifically set forth or referred to in the 2003 Option Documents. No
reliance is placed on any warranty, representation, opinion, advice or assertion
of fact made either prior to, contemporaneous with, or after entering into this
2003 Agreement, or any other amendment or supplement thereto, by any party to
the 2003 Option Documents or its directors, officers, employees or agents, to
any other party to the 2003 Option Documents or its directors, officers,
employees or agents, except to the extent that the same has been reduced to
writing and included as a term of the 2003 Option Documents, and none of the
parties to the 2003 Option Documents has been induced to enter into the 2003
Option Documents or any amendment or supplement by reason of any such warranty,
representation, opinion, advice or assertion of fact. Accordingly, there shall
be no liability, either in tort or in contract, assessed in relation to any such
warranty, representation, opinion, advice or assertion of fact, except to the
extent contemplated above.
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1.7 WAIVER, AMENDMENT
Except as expressly provided in this 2003 Agreement, no amendment or
waiver of this 2003 Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this 2003 Agreement
shall constitute a waiver of any other provision nor shall any waiver of any
provision of this 2003 Agreement constitute a continuing waiver unless otherwise
expressly provided.
1.8 GOVERNING LAW
This 2003 Agreement shall be construed in accordance with the laws of
the Province of Ontario and the laws of Canada applicable therein and shall be
treated, in all respects, as an Ontario contract. Any proceeding initiated by
PTSX against AACI involving a dispute under this 2003 Agreement shall be
conducted in Toronto, Ontario, Canada, and any proceeding initiated by AACI
against PTSX involving a dispute under this 2003 Agreement shall be conducted in
Los Angeles, California, United States.
ARTICLE 2
OPTION
2.1 GRANT OF OPTION
Subject to the terms of this 2003 Agreement, AACI hereby grants to PTSX
the sole and exclusive right and option (the "Option") to purchase all (but not
less than all) of the issued and outstanding shares of the Optioned Companies
(the "Optioned Shares") at the Purchase Price.
2.2 OPTION CONSIDERATION
2.2.1 In consideration of the grant of the Option, PTSX (i) has
previously issued to AACI the Warrant, which warrant is being amended
concurrently with the execution of this 2003 Agreement, and (ii) is delivering
to Torys LLP , as the escrow agent under the Escrow Agreement, a U.S. $300,000
non-refundable deposit to be held and distributed in accordance with the terms
of the Escrow Agreement and the Share Purchase Agreement. . The foregoing U.S.
$300,000 payment, together with all interest and other income earned thereon
through the date of distribution, is herein referred to as the "Escrow Fund."
AACI shall be entitled to the registration of the Warrant Shares for resale
under the United States Securities Act of 1933, as amended, (the "Securities
Act") in accordance with the terms of the Registration Rights Agreement, as such
agreement is being amended concurrently with the execution of this 2003
Agreement.
2.2.2 The Escrow Fund will be delivered to AACI in accordance with
Section 6 of the Escrow Agreement. Notwithstanding the foregoing, the Escrow
Funds will be delivered to PTSX in accordance with Section 6 of the Escrow
Agreement upon the occurrence of one of the following events:
2.2.2.1 There has been a Material Adverse Economic Change. For the
purposes of this 2003 Agreement, a "Material Adverse Economic Change" shall
consist of, and shall be limited, to a material national or international event,
including an act of terrorism, a natural disaster, war, or social or civil
disorder or unrest, that causes a significant and sustained decrease in the
major stock market indices of the NYSE and The Nasdaq Stock Market and which
circumstances result in PTSX no longer being able to obtain financing necessary
to complete the purchase of the Optioned Shares on commercially reasonable
terms; or
2.2.2.2 AACI has not delivered to PTSX the Audited Statements by March
10, 2003; or
2.2.2.3 There has been an act of God or there is a legal restriction
imposed by a Canadian court of competent jurisdiction or a Canadian Governmental
Authority that either will prevent the parties from consummating the purchase of
the Optioned Companies substantially in the manner contemplated, or that
materially and adversely affects the existence, operations or essence of the
Optioned Companies.
2.3 EXERCISE OF OPTION
2.3.1 OPTION PERIOD
PTSX may exercise the Option at any time until 3:00 p.m. (Toronto time)
on March 21, 2003 (the "Option Period"), after which the Option shall be void
and neither party shall have any further obligation to the other.
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2.3.2 OPTION NOTICE
In order to exercise the Option, PTSX shall deliver written notice (the
"Option Notice") to AACI at or prior to the expiry of the Option Period advising
AACI of its election to exercise the Option. The Option Notice shall constitute
the irrevocable election of PTSX to purchase, and the irrevocable election of
AACI to sell, all (but not less than all) of the Optioned Shares substantially
on the terms of the Share Purchase Agreement. The parties hereto agree to enter
into the Share Purchase Agreement as soon as practicable after the exercise of
the Option. The purchase and sale shall be completed within 10 days after AACI's
receipt of the Option Notice (the "Closing Period"), and in any event, no later
than March 31, 2003.
2.3.3 PURCHASE PRICE
The exercise price of the Option shall be satisfied by PTSX paying the
purchase price for the Optioned Companies of the Stated Price, subject to
adjustment in accordance with and as more particularly set out in the Share
Purchase Agreement.
2.4 DISCLOSURE LETTER
Prior to the execution and delivery of this 2003 Agreement, AACI has
provided to PTSX an original disclosure letter dated June 28, 2002. Within 30
days from the date of this 2003 Agreement, AACI shall deliver to PTSX an updated
disclosure letter (the "Updated Disclosure Letter"), dated as of December 31,
2002. Attached as Part 4.9 of the Updated Disclosure Letter are the unaudited
balance sheets and statements of earnings of each of the Optioned Companies for
the fiscal years ending March 31, 1999, 2000 and 2001, and for the interim
period ended September 30, 2002.
2.5 TERMINATION
This 2003 Agreement shall expire on the later of March 31, 2003 or the
Closing Date, unless the parties hereto agree otherwise in writing. Upon any
such expiry, all obligations of each of the parties to each other shall
terminate, other than those set out in the Non-Disclosure Agreement, the Warrant
and the Registration Rights Agreement.
2.6 SERVICES AGREEMENT
Concurrently herewith, the parties are entering into an amendment to the
July 3, 2002 Services Agreement.
ARTICLE 3
CLOSING
3.1 UPDATED DISCLOSURE LETTER
If the Updated Disclosure Letter differs materially from the final
Disclosure Letter that AACI proposes to attach to the Share Purchase Agreement
at the time that the Share Purchase Agreement is executed and delivered, PTSX
shall have the right to rescind the exercise of the Option and neither party
shall have any liability to the other, whether in tort or in contract or
otherwise, in respect of the Option and this 2003 Agreement, and this 2003
Agreement shall be deemed to have been terminated.
ARTICLE 4
BUSINESS AND AFFAIRS OF THE OPTIONED COMPANIES
4.1 BUSINESS AND AFFAIRS OF THE OPTIONED COMPANIES
Prior to the expiry of the Option Period, AACI shall cause each of the
Optioned Companies to:
4.1.1 operate the Business only in the ordinary course, consistent with
past practice and, to the extent consistent with such operation, use reasonable
efforts to preserve its business organization, including the services of its
officers and employees, and its business relationships with customers, suppliers
and others having business dealings with it;
4.1.2 maintain all its material assets, whether owned or leased, in good
condition and repair and maintain insurance upon all its assets comparable in
amount, scope and coverage to that in effect on the date of this 2003 Agreement;
4.1.3 maintain its books, records and accounts in the ordinary course on
a basis consistent with past practice; and
4.1.4 cause senior management of the Optioned Companies or AACI to
consult with senior management of PTSX with respect to major business decisions
regarding the Optioned Companies.
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4.2 NEGATIVE COVENANTS
4.2.1 Prior to the expiry of the Option Period, AACI shall not,
voluntarily or involuntarily, sell, transfer, assign, pledge or hypothecate any
shares of the Optional Companies, or any interest therein, or enter into or
contract or agreement with respect to the foregoing, or permit or suffer to
exist any lien, claim, encumbrance or charge of any kind or character with
respect to any shares of the Optioned Companies, except (a) in connection with
AACI's credit facilities or other debt instruments (and which may be removed
prior to Closing), (b) in connection with any internal reorganization, or (c) in
accordance with this 2003 Agreement.
4.2.2 Except as expressly provided in this 2003 Agreement or with the
prior written consent of PTSX, prior to the expiry of the Option Period, AACI
shall ensure that none of the Optioned Companies:
4.2.2.1 amends its articles, by-laws, constating documents or other
organizational documents;
4.2.2.2 amalgamates, merges or consolidates with, or acquires all or
substantially all the shares or assets of, any Person;
4.2.2.3 transfers, leases, licenses, sells or otherwise disposes of any
of its material assets, other than inventory in the ordinary course of the
Business, consistent with past practice;
4.2.2.4 issues or sells any shares of capital stock or any securities
exchangeable for or convertible into shares of capital stock or any right to
subscribe for or purchase any shares of any of the Optioned Companies, except as
contemplated by the Share Purchase Agreement, in which case the Option shall
apply to all such additional shares; or
4.2.2.5 changes its policies regarding the payment and collection of its
accounts payables and accounts receivable, including selling or factoring of any
accounts receivable.
4.3 FINANCIAL REPORTING
4.3.1 AACI shall cause the Audited Statements to be prepared and
delivered to PTSX by no later than March 10, 2003 at PTSX's sole cost and
expense as provided in Section 5.2.8.
4.3.2 AACI shall provide to PTSX in respect of the Optioned Companies
monthly unaudited operating statements within 30 days after the end of each
calendar month, for the months ending December 31, 2002 and January 31, 2003 all
consistent in form and content with the financial statements previously provided
to PTSX.
4.4 ACCESS AND CONFIDENTIALITY
During the Option Period, AACI shall provide and shall cause each of
Optioned Companies to provide, access to and shall permit PTSX, through its
representatives, to make such investigation of the Business, properties, assets
and records of the Optioned Companies (the "Due Diligence Materials") and of
their respective financial and legal conditions as PTSX deems necessary or
advisable, acting reasonably, to familiarize itself with the Due Diligence
Materials and other matters. Without limiting the generality of the foregoing,
during the Option Period, AACI shall permit PTSX and its representatives,
without interference to the ordinary conduct of the Optioned Companies and
within normal business hours, to have reasonable access to the premises of the
Optioned Companies. In accordance with the terms of the Non-Disclosure
Agreement, during the Option Period PTSX shall and shall cause its
representatives to, keep confidential all information disclosed to it by AACI or
their agents relating to the Optioned Companies, except as otherwise agreed in
writing by AACI.
ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH PARTY
Each of the parties represents, warrants and covenants to the other
that, in respect of each of the 2003 Option Documents to which it is a party:
5.1.1 it has the full right, power, legal capacity and authority to
enter into, and perform its obligations under, each of the 2003 Option
Documents;
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5.1.2 each of the 2003 Option Documents has been duly executed and
delivered by it and is a valid and binding obligation of it, enforceable in
accordance with its terms, subject to the usual exceptions as to bankruptcy and
the availability of equitable remedies;
5.1.3 all necessary corporate and other actions have been taken by it to
authorize the execution and delivery of the 2003 Option Documents and the
performance of its obligations pursuant to the 2003 Option Documents; and
5.1.4 it is not subject to any conflicting obligation or any disability
which shall or might prevent it from, or materially interfere with, the
execution and performance of each of the 2003 Option Documents and none of the
entering into of each of the 2003 Option Documents or the performance by it of
any of its other obligations under each of the 2003 Option Documents shall
contravene, breach or result in any default under the articles, by-laws,
constating documents or other organizational documents or resolutions of the
shareholders and directors of it or under any mortgage, lease, agreement, other
legally binding instrument, licence, permit, statute, regulation, order,
judgment or decree of law to which it is a party or by which it may be bound.
5.2 PTSX REPRESENTATIONS, WARRANTIES, AND COVENANTS
PTSX represents, warrants and covenants to AACI that:
5.2.1 it has taken all necessary corporate and other action to authorize
and reserve and to permit it to issue, the Warrant Shares, at all times from the
date hereof until the obligation to deliver common shares in the capital of PTSX
upon the exercise of the Warrant in accordance with its terms;
5.2.2 it has reserved for issuance, upon exercise of the Warrant in
accordance with its terms, shares of common stock in the capital of PTSX
necessary for PTSX to fulfil its obligations under the Warrants;
5.2.3 the shares of common stock in the capital of PTSX to be issued
upon due exercise of the Warrant shall be duly and validly issued, fully paid
and nonassessable, and shall be delivered free and clear of all liens, claims,
charges and encumbrances of any kind or nature whatsoever, including any
preemptive rights of any stockholder of PTSX;
5.2.4 the authorized capital of PTSX consists of (i) 50 million shares
of no par value common stock, of which 9,014,232 have been duly issued and are
outstanding as fully paid and non-assessable shares in the capital of PTSX, and
(ii) 5,000,000 shares of preferred stock of which none are issued and
outstanding. All of PTSX's outstanding shares have been duly and validly issued
and are outstanding as fully paid and non-assessable shares of PTSX. Except for
options to purchase an aggregate of 2,798,659 shares of common stock, which
options have been granted under PTSX's 1996 Incentive Plan and the 2000
Non-Qualified Stock Option Plan, and the Warrant, no options, warrants or other
rights to purchase shares or other securities of PTSX and no securities or
obligations convertible into or exchangeable for shares or other securities of
PTSX are outstanding;
5.2.5 since November 15, 2002, being the filing date of PTSX's most
recent quarterly report on Form 10-Q, there has not been any material change in
the financial condition, operations, or prospects of PTSX other than changes in
the ordinary and usual course of business, none of which has been (individually
or collectively) materially adverse;
5.2.6 there is no suit, action, litigation, investigation, claim,
complaint, grievance or proceeding, including appeals and applications for
review, in progress, or, to the knowledge of PTSX, pending or threatened against
PTSX before any Governmental Authority, commission, board, bureau, agency or
arbitration panel which, if determined adversely to PTSX, would, individually or
collectively,
(a) have a Material Adverse Effect on PTSX,
(b) prevent PTSX from delivering the Option Notice; or
(c) prevent PTSX from fulfilling all of its obligations set out in
this 2003 Agreement or arising from this 2003 Agreement,
and PTSX has no knowledge of any existing ground on which any such action, suit,
litigation or proceeding might be commenced with any reasonable likelihood of
success;
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5.2.7 all reports and other documents ("SEC Reports") filed by PTSX with
the Securities and Exchange Commission subsequent to January 1, 2001, when
filed, complied as to form and substance in all material respects with the
applicable requirements of U.S. securities laws; and
5.2.8 PTSX shall promptly pay all fees and expenses charged by
PricewaterhouseCoopers LLP for the preparation of the Audited Statements. In the
event that AACI has previously paid some or all of the fees billed by
PricewaterhouseCoopers LLP for the preparation of the Audited Statements, PTSX
shall, upon presentation of the paid invoices, promptly reimburse AACI for such
payments.
5.3 AACI REPRESENTATIONS, WARRANTIES, AND COVENANTS
AACI represents, warrants, and covenants to PTSX that:
5.3.1 it owns, directly and indirectly, all of the issued and
outstanding shares of the Optioned Companies;
5.3.2 it understands that the offer and sale of the Warrant and the
Warrant Shares are intended to be exempt from registration under the Securities
Act, pursuant to Section 4(2) of the Securities Act and any applicable state
securities or blue sky laws;
5.3.3 the Warrant and the Warrant Shares are or shall be acquired by
AACI for its own account and without a view to the resale or distribution
thereof or any interest therein in violation of under the Securities Act;
5.3.4 it is an "accredited investor" as such term is defined in
Regulation D under the Securities Act;
5.3.5 it has sufficient knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of its
investment in the Warrant and the Warrant Shares and is capable of bearing the
economic risks of such investment;
5.3.6 it has been furnished with a copy of, or has access to, and has
read the documents and reports filed by PTSX with the Securities and Exchange
Commission since January 1, 2000, and has been given the opportunity to ask
questions of, and receive answers from, PTSX concerning the terms and conditions
of the Warrant and the Warrant Shares and other related matters. PTSX has made
available to AACI or its agents all documents and information relating to an
investment in the Warrant and the Warrant Shares requested by or on behalf of
AACI;
5.3.7 it understands that the Warrant and the Warrant Shares have not
been registered under the Securities Act or any state securities laws, and may
not be offered, sold, pledged or otherwise transferred, except in compliance
with the terms of the Warrant and applicable federal and state securities laws;
5.3.8 it understands that the Warrant and the Warrant Shares shall bear
a restrictive legend as set forth on or in the Warrant; and
5.3.9 the Updated Disclosure Letter is true and correct as of the date
of the Updated Disclosure Letter in all material respects.
ARTICLE 6
GENERAL MATTERS
6.1 NOTICE
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by courier. Any such notice or
other communication shall be deemed to have been received on the business day
following the sending, or if delivered by hand shall be deemed to have been
received at the time it is delivered to the applicable address noted below,
either to the individual designated below or to an individual at such address
having apparent authority to accept deliveries on behalf of the addressee.
Notice of change of address shall also be governed by this section. Notices and
other communications shall be addressed as follows:
(a) if to AACI:
Alliance Atlantis Communications Inc.
121 Bloor Street East
Suite 1500
Toronto, Ontario M4W 3M5
Attention: Paul Laberge
Facsimile: 416-966-7517
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(b) if to PTSX:
Point.360
7083 Hollywood Boulevard
Suite 200
Hollywood, CA 90028
Attention: Haig Bagerdjian
Facsimile: 323-957-2297
6.2 TIME OF ESSENCE
Time is of the essence of this 2003 Agreement.
6.3 ASSIGNMENT AND TRANSFER
6.3.1 ASSIGNMENT
This 2003 Agreement shall enure to the benefit of and be enforceable by
each of the parties and their respective permitted successors and assigns. AACI
may, in its sole discretion, assign the benefits of this 2003 Agreement, in
whole or in part and in any manner, to any affiliated or related entities or its
lenders, respectively, and agrees to notify PTSX of such assignment. Each party
shall remain primarily liable for its obligations hereunder. This 2003 Agreement
may not be assigned by PTSX without the express written consent of AACI.
6.3.2 TRANSFER OF SHARES
PTSX acknowledges and agrees that AACI may, in its sole discretion,
transfer or sell any or all of the Optioned Shares to any affiliated or related
entity; provided that such affiliated or related entities shall, as a condition
to such transfer agree to be bound by all of the terms of this 2003 Agreement;
and provided further that such transfer shall not relieve AACI of any of its
obligations or liability under this 2003 Agreement, and that such transfer shall
not impair the right of PTSX to exercise the Option.
6.4 COUNTERPARTS
This 2003 Agreement may be signed in counterparts and each such
counterpart shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.
6.5 ATTORNEYS' FEES
If any action at law or equity, including an action for declaratory
relief, is brought to enforce or interpret any provision of this 2003 Agreement,
the prevailing party shall be entitled to recover its reasonable attorneys' fees
and expenses from the other party, which fees and expenses shall be in addition
to any other relief which may be awarded.
6.6 COUNTERPARTS; FACSIMILE SIGNATURES
This 2003 Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other parties, it being understood that both parties need not
sign the same counterpart. If any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page were an original
thereof.
6.7 REMEDIES
In addition to being entitled to exercise all rights provided herein or
granted by law, including recovery of damages, PTSX shall be entitled to
specific performance of the Option granted by AACI under this 2003 Agreement
without the showing of economic loss and without any bond or other security
being required. AACI agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of any breach by AACI of its
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.
[signatures on next page]
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IN WITNESS WHEREOF the parties hereto have executed this 2003 Agreement.
ALLIANCE ATLANTIS COMMUNICATIONS INC.
By:
POINT.360
By:
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