exv10w32






Exhibit 10.32




$15 Million Senior Secured Debt

SUMMARY TERMS AND CONDITIONS




	 	 	 

	Date

	 	May 26, 2010
	 
	 	 
	Issuer

	 	The Film Department Holdings, Inc.
	 
	 	 
	Purchaser

	 	H&W Movie Partners LLC (or an entity controlled or
managed by same).
	 
	 	 
	Total Amount

	 	$15 million Senior Secured Debt (the “Senior Debt”)
	 
	 	 
	Closing Date

	 	Concurrent with the first day of trading in
connection with the Issuer’s Initial Public
Offering. Anticipated to be on or before June 11,
2010.
	 
	 	 
	Term

	 	Two (2) years
	 
	 	 
	Use of Proceeds

	 	Proceeds from the Senior Debt will be used to
refinance $15 million of the Issuer’s Senior
Secured Second Lien Notes, currently held by Eton
Park.
	 
	 	 
	Interest Rate

	 	10% per annum, payable quarterly in cash.
	 
	 	 
	Additional Compensation

	 	150,000 warrants for Issuer’s common stock at
issuance price (currently expected to be $6.00 per
share) to be locked up for one year from date of
closing.
	 
	 	 
	Security; Subordination

	 	Security interests include: (i) expected proceeds
from “Law-Abiding Citizen” (approximately $36
million) and “The Rebound” (approximately $1.5
million); (ii) anticipated repayment of Issuer’s
equity investment in “Earthbound” (approximately
$11 million); (iii) revenues generated by the U.S.
release of “The Rebound” and “Earthbound”; and
(iv) all of the company’s projects currently in
development (whether at that stage or once they
have been produced as






 









 






	 	 	 

	 

	 	films). Security interests
shall be valid, perfected and second priority
security interests junior to the first-lien
security interests granted under the anticipated
“Law-Abiding Citizen” ultimates loan
(approximately $11 million), the production loan
for “Earthbound” (approximately $10 million
collateralized against international sales
contracts and a State of Louisiana tax credit) and
the company’s anticipated prints and advertising
debt facilities (covering customary marketing
expenses for the U.S. theatrical distribution of
its films) and such other permitted liens as are
mutually agreed (including the single picture
production loan on each film).
	 
	 	 
	Default Rate

	 	Default interest at 4% per annum (i.e., 14% per
annum).
	 
	 	 
	Optional Redemption

	 	The Second Lien Notes may be prepaid in whole or
in part, together with a premium on the prepaid
principal amount of the Senior Debt equal to: (i)
0.25% from the Closing Date to the first
anniversary of the Closing Date; (ii) 0%
thereafter.
	 
	 	 
	Conditions Precedent

	 	The transaction contemplated hereunder will be
subject to the negotiation and execution of
definitive documents including customary closing
conditions and the closing of Issuer’s $30 million
Initial Public Offering. 
	 
	 	 
	 

	 	The terms and conditions of this investment will
be subject to all terms and conditions of the
existing debt as detailed above under “Security;
Subordination.”
	 
	 	 
	Other Terms & Conditions

	 	Issuer agrees to pay down Senior Second Lien Notes
such that all of Eton Park’s liens are
extinguished using these proceeds as well as
proceeds from its Initial Public Offering as of
the closing of the IPO.






2









 




Agreed and Accepted:




	 	 	 	 	 

	H&W MOVIE PARTNERS:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	By

	 	Date
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Its
	 	 	 	 
	 
	 	 	 	 
	THE FILM DEPARTMENT HOLDINGS, INC.:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	By

	 	Date	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Its
	 	 	 	 







3