Index

 

 

Abandonment, 126

Access, 38

Account opening documents, 51

Accounting, 189–90

Accounting standards, 222–3

Acknowledgement of Notice of Assignment, 98–100

Additional Remedies, 169–70

Agreement of the Parties, 150

Agreement to co-produce,24–31

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

Arbitration, 195–6

Arbitration Agreements, 144–6

Arbitration Rules, 117–18

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 agreement, 3–4

Assignment/purchase agreement, 4–9

Auditors' reports, 225–6

Australia, 20–21

Bank Facility Letter: Conditions precedent, 58–61

Covenants, 64–5

Definitions, 57–8

Events of default, 65

Fees and costs, 63

Indemnity, 64

Interest, 62–3

Maximum amount of facility, 63

Offer period, 61

Purpose, 58

Repayment, 63–4

Representations, 64

Right to draw funds, 62

Security, 61–2

Warranties, Banking the deal:64

cash flow forecast, 47–50

commitment, 50–3

Term sheet stage, Banking documents:45–7

Acknowledgement of Notice of Assignment, 98–100

Charge and Assignment, 47–83

Form of L/C Demand certificate, 91–2

Form of Certificate of Delivery, 94–5

Laboratory Pledgeholder's Agreement, 101–5

Letter of Credit, 84–90

Notice of Assignment and Irrevocable Payment Instruction, 96–7

Banks: Co-production Agreements, 28

commitment, 50–2

Completion Guarantee, 123

gap financing, 205–209

Interparty Agreements, 106–120

production receivables, 106–07

Sale and Leaseback transactions, 218–219

underlying rights, 1–19

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 Films, 220–1

British Government, 20

Budget, 29

Canada, 20–21

Case studies, 223–6

Cashflow, 29–34–5

Cashflow forecast, 47–50

Cashflow Schedule, 29

Certain Costs in Excess of Budget, 161

Certificate of Authorship, 11–12

Chain of Title, 2–3–6–10–11

Charge and Assignment, 67–83

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

Credits, 26–38–9

Definitions, 24–28–1

details, 24–7

financing of the film, 25–34–6

management of the production, 25–26–37–38

notes on sections, 24–7

preliminary checks, 23–24

producer's credentials, 23

production of the film, –32–34

Receipts, 26–38

rights ownership, 25–31–32

sample document, 28–44

Co-Production Treaties, 20–3

Collateral, 47

Collection Account Management Agreements, 175–99

Accounting, 189–90

Arbitration, 195–96

Beneficiaries, 185

Definitions, 181–3

Distribution of Collected Gross Receipts, 186

Execution, 197

Film Specification, 184

Governing Law, 198

Gross Receipts, 188–189

Legal Advice, 194–95

Net Profit Participants,

Notices,

Obligations of the Parties, 188–9–191–94

Termination, 196–97

Collective investment schemes (CIS), 215–16

Commitment, banks, 50–2

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 Agreement, 127–29

Completion Bond Letter of Commitment, 130

Completion Guarantor's liability, 123–4

Cut Through, 126

Definitions, 138–43

Documentation, 122–23

Force Majeure, 125–26

the Guarantee, 123

meaning, 121–22

Notice Cure and Arbitration Agreement, 144–46

Payments under the Guarantee, 124–25

sample document, 130–74–122–123

Completion Guarantor: abandonment, 126

Completion Agreement, 127–129

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

Copyright ownership, 31–2

Corporate Action, 136

Corporate governance documents, 51

Cost of funds, 48–9

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

Cure Notice, 144–46

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

British films, 220–221

Charge and Assignment, 67–70

Co-production Agreement, 24–28–31

Collection Account Management Agreement, 181–83

Completion Agreement, 152–54

Completion Guarantee, 138–143

Letter of Credit, 84–85

Delivery Date, 115–117–132

Delivery of the Film, –38–144–146

Delivery Materials, 132

Department for Culture, Media and Sport (DCMS), 217–220

Designated members, 213–214

Discharge and re-assignment, 79

Disclosure of information, 87

Distribution, 149–154–156

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

Enforcement, 72–73

Engagement of Individuals, 36–37

Enterprise Investment Schemes, 210–212

Entire Agreement, 26–41–42

Errors and Omissions Cover Note example, 248

European Convention on Cinematographic Co-production, 21–23

Events of default, 65

Excluded Costs, 133

Execution, 197

Facility Letter, 57–66

Failure to Complete and Deliver the Film, 133–134

Failure to Meet Conditions, 35–36

FCAM, 188–197

FCustody, 188–193–194

Fees, 63–176–201–203

Film Finance Sample Completion Agreement, 148–174

Film Finance Sample Completion Guarantee, 131–174

Film production companies, 211

Film Specification, 184

Film, the, 29–81

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

Foreign exchange, 49–50

Form of L/C Demand certificate, 91–92

Form of Certificate of Delivery, 94–95

Form of demand, 91–94

France, 20–21

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

Germany, 20–21

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, 149–150

Guarantor's Rights Concerning Production, 162–167

Incorporation of LLPs, 214–215

Indemnity, 64–78

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

Completion Guarantee, 121–174

sample, 173–174

Intellectual property rights, 1–19

Interest: Bank Facility Letter, 62–63

Completion Guarantee sample, 168–169

gap financing, 206–207

margin, 49

rates for bank loans, 46

reserve calculation, 48

Sale and Leaseback Transactions, 223

Interparty Agreements: application on the assigned receipts, 113

Arbitration Rules, 117–118

bank's position, 106–107

Completion Guarantor, 108–119

Delivery Date, 115–117

Elements of the Film, 110

Governing law, 120

Licence Fee, 109–112–113–114–115–118

matters pertaining, 109–112

notice of assignment and acknowledgement, 112–113

Notices, 119

payments to the bank and rights of offset, 113–114

sample agreement, 108–120

Severability, 119

vesting of rights, 114–116

Waiver, 119

Invalidity of any provision, 80

Investors in EIS Schemes, 210–212

Invoicing, 223–224

Irrevocable Letter of Credit, 84–90

Italy, 20–21

Joint Responsibility, 36

Laboratory Pledgeholder's Agreement, 101–105

Legal Advice, 194–195

Legal cost contingency,50

Legislation, 217

Letter of Credit: Assignment, 87

Definitions, 84–85

Disclosure of information, 87

Governing Law, 90

Notices, 88–89

Payments, 86–87

Reliance, 90

Security review, 87–88

Termination of obligations, 86

Undertaking to pay, 85

Waivers and amendments, 89

Letters: Bank Facility Letter, 57–66

Chain of Title Opinion, 6–10

Completion Bond Letter of Commitment, 130

Cut Through Letter, 126

Irrevocable Letter of Credit, 84–90

Letter of Credit, 84–90

Liability123–124–212–216

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

Materials, 132–134–138

Maximum amount of facility, 63–

Members' Agreement, 215

Monitoring film productions, 122

Nationality points system, 22

Net Profit Participants, 187

Net Profits, 200

Net Receipts, 201–204

New Zealand, 20–21

No Common Management, 38

No Partnership, 26–40

No Public Exhibition, 35–36

Non-Budget Costs, 160–161

Norway, 20

Notice of Assignment, 106–107

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

Letter of Credit, 88–89

Obligations of the Parties188–189–191–194

Obligations to other parties, 10

Offer period, 61

Official Co-production Treaties, 20–21

Offset, 113–114

Opinions: bank loans, 51

Chain of Title Opinion, 3–6–10

Option Agreement, 1–3–6

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

Payments, 86–87–124–125

Points systems, 22

Power of Attorney, 78

Pre-payment, 63–64

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

Recitals, 28–67

Recoupment: Completion Guarantee sample,

Gross Receipts, 201–202

Net Profits, 200

Net Receipts, 204

Sample Schedule, 203–204

Refusal of Co-production Status, 35

Registration of the Film, 38

Registration of Security, 55–56

Relevant Authority, 30

Reliance, 90

Remaining Territory, 30

Remedies, 136–137–169–170

Repayment, 63–64

Repayment date, 49

Representations, 64

Representations of Producer, 148

Right to draw funds, 62

Rights, underlying, 1–19–31

Rights of Financier, 134–135

Rights ownership, 25–31–32

Rights, the, 81–82

S&L see Sale and Leaseback Transactions Sale and Leaseback Transactions, 216–226

applicable legislation, 217

auditors' reports, 225–226

costs, 219–220

Producers, 221–222

production expenditure, 222–223

structure, 219–220

Sales Agent Advance Against Sales, 207

Sales Agent Fee, 201–203

Sales agents: gap deals, 206–207

Gross Receipts, 201

statement difficulties, 175

Sample documents: Collection Account Management Agreement, 178–199

Completion Agreement, 148–174

Completion Guarantor's, 129

Errors and Omissions Cover Note example, 248

Recoupment Schedule, 203–204

Sales Estimates, 208–209

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

bank loans, 46–47–48

Further assurance, 62–78–79

registration of, 55–56

Security Interest, 168–169

Security review, 87–88

Set-off, 77

Severability, 119

Share prospectus, 210–212

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

glossary, 227–44

Statements, 170–171

Strike Price, 123–124–125

Subordination, 135

Tax: collection accounts, 176

EIS Schemes, 210–11–212

LLPs transparency, 212–213–216

Sale and Leaseback Transactions, 216–226

Term sheet, 2–45–47

Termination, 196–197

Termination and Force Majeure, 26–39–40

Termination of obligations, 86

Territories, 29–30–208–209

Tertiary collateral, 47

Timing of draw-down of money, 48

Title documents, 2

Treaty, 30

Underlying Literary Property, 132

Underlying rights, 1–19–31

Underlying works, 10

Undertaking to pay, 85

United Kingdom, 20

United Kingdom Territory, 30

United States Copyright Office, 3

Unsold rights, 205–209

Value-added tax (VAT), 224

Vesting of rights, 114–16

Waivers, 89–119

Waivers, remedies cumulative, 79

Warranties, 64–73–74

Warranties, Representations and Agreements of the Producer, 154–156

Websites, 129–245