Exhibit 10.6
FORM OF UNSECURED SUBORDINATED PROMISSORY NOTE
THE ISSUANCE AND SALE OF THIS PROMISSORY NOTE AND ANY SHARES ISSUABLE HEREUNDER
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR ASSIGNED (i) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THIS PROMISSORY NOTE UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE
TO LEGAL COUNSEL FOR THE BORROWER NAMED BELOW, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (ii) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. IN ADDITION, THIS PROMISSORY NOTE MAY NOT BE NEGOTIATED, ASSIGNED OR
transferRed without the PRIOR written consent of THE BORROWER.
ALL INDEBTEDNESS, LIABILITIES, AND OTHER OBLIGATIONS EVIDENCED BY THIS
PROMISSORY NOTE ARE SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF "SENIOR DEBT"
(AS DEFINED IN THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED AS OF THE DATE
HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO
TIME, THE "SUBORDINATION AGREEMENT") BY AND AMONG THE BORROWER, THE HOLDER AND
SUNTRUST BANK, AS ADMINISTRATIVE AGENT) PURSUANT TO, AND TO THE EXTENT PROVIDED
IN, THE SUBORDINATION AGREEMENT, THE TERMS AND PROVISIONS OF WHICH ARE
INCORPORATED HEREIN AND BY THIS REFERENCE MADE A PART HEREOF. THE SUBORDINATION
AGREEMENT SHALL BE BINDING ON THE HOLDER'S SUCCESSORS AND ASSIGNS. THIS
PROMISSORY NOTE MAY NOT BE MODIFIED, AMENDED, RESTATED, RENEWED, SUPPLEMENTED,
EXTENDED, OR OTHERWISE ALTERED IN ANY MANNER EXCEPT IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THE SUBORDINATION AGREEMENT.
Principal Amount: $ _____
Issuance Date: October 3, 2012
UNSECURED SUBORDINATED PROMISSORY NOTE
FOR VALUE RECEIVED, RLJ ENTERTAINMENT, INC., a Nevada corporation (the
"Borrower"), hereby promises to pay to ______ (the "Holder") the aggregate
principal amount of _______ and __/100 Dollars ($_______) (the "Principal
Amount"), payable on the first to occur of the date (the "Maturity Date") that
is (i) six years after the Issuance Date set forth above (the "Issuance Date")
and (ii) six months after the latest original stated maturity date of the
SunTrust Loan (as defined below) (which is five years and six months after the
Issuance Date) as set forth in that certain Credit Agreement, dated as of
October 3, 2012, (as same may be amended, modified, supplemented and/or restated
from time to time, including any refinancing thereof in whole or in part, (the
"Credit Agreement"), by and between the Borrower, the other borrowers and the
guarantors party thereto, the Lenders party thereto and SunTrust Bank as
Administrative Agent (the loans, indebtedness and other obligations thereunder
from time to time being hereafter collectively referred to as the "SunTrust
Loan", which term includes any refinancings, renewals or replacements of the
foregoing (including, without limitation, any refinancings, renewals or
replacements provided by different lenders or a different administrative
agent)), and to pay interest ("Interest") on any outstanding Principal Amount at
the rate of twelve percent (12%) per annum (the "Interest Rate")