Dujardin Paul J – ‘SC 13D’ on 8/4/00 re: Ascent Media Group Inc – EX-1

On:  Friday, 8/4/00, at 5:27pm ET   ·   Accession #:  892569-0-460   ·   File #:  5-10246

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     22K 
 2: EX-1        Underwriting Agreement                                12     49K 

EX-1   —   Underwriting Agreement
Exhibit Table of Contents

EX-1
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 FORM OF REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement"), dated as of July 25, 2000,
is made and entered into by and among Liberty Livewire Corporation, a Delaware  
corporation (the "Company"), and Paul J. Dujardin, a natural person residing at 
43 Dobson Avenue, Merrick, NY 11566 (the "Holder", which term shall also include
the successors and assigns of Holder).                                          

Recitals

         A. The Company and the Holder are parties to the (1) Agreement and Plan
of Merger, dated as of June 21, 2000, among Liberty Livewire Corporation, LWIR  
T-Co Acquisition Sub 1, Inc., Triumph Communications Inc. and the Holder, (2)   
Agreement and Plan of Merger, dated as of June 21, 2000, among Liberty Livewire 
Corporation, LWIR T-Co Acquisition Sub 2, Inc., Triumph Communications & Fiber  
Services Inc. and the Holder, (3) Agreement and Plan of Merger, dated as of June
21, 2000, among Liberty Livewire Corporation, LWIR T-Co Acquisition Sub 3, Inc.,
Triumph Communications & Leasing Services Inc. and the Holder, (4) Agreement and
Plan of Merger, dated as of June 21, 2000, among Liberty Livewire Corporation,  
LWIR T-Co Acquisition Sub 4, Inc., American Simulcast Corp. and the Holder, and 
(5) Limited Liability Company Interest Purchase Agreement, dated as of June 21, 
2000, among Liberty Livewire Corporation, The Triumph Switch Company, LLC and   
the Holder (the "Transaction Agreements").                                      

         B. Pursuant to the Transaction Agreements, the Company has delivered to
the Holder ________ shares of its Class A Common Stock, par value $.01 per share
("Common Stock").                                                               

  C. This is the registration rights agreement contemplated by the
Transaction Agreements.                                                         

 NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as     
follows:                                                                        

1.       Certain Definitions. As used in this Agreement, the following terms    
have the corresponding meanings:                              

Agreement: As defined in the Preamble.      

                  Business Day: Any day other than a Saturday, Sunday or holiday
           on which banking institutions in New York, New York are
authorized to be closed.                    

              Commission: The Securities and Exchange Commission, or any
                 other federal agency at the time administering the Securities
Act or the Exchange Act.                    

Common Stock: As defined in the Preamble.   

Company: As defined in the Preamble.        

           Company Indemnified Parties: As defined in Section 6.2.

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             Exchange Act: The Securities and Exchange Act of 1934, as
                amended, or any successor federal statute, and the rules and
                 regulations of the Commission promulgated thereunder, as they
each may, from time to time, be in effect.  

Holder: As defined in the Preamble.         

 Indemnified Party: As defined in Section 6.3.

  Indemnifying Party: As defined in Section 6.3.

Losses: As defined in Section 6.1.          

                 Permitted Transferee: With respect to Holder shall mean (1) a
              custodian under the Uniform Gifts to Minors Act or similar
            fiduciary for the exclusive benefit of Holder's children
                during their lives or to a trust described in Section 664 of
                 the Internal Revenue Code of 1986, as amended of which Holder
              or members of his family (and no other persons) are income
                 beneficiaries or (2) a person receiving Registrable Shares by
testamentary or intestate disposition.      

           Prospectus: The prospectus included in the Registration
           Statement as of the date it becomes effective under the
        Securities Act and, in the case of references to the
               Prospectus as of a date subsequent to the effective date of
                the Registration Statement, as amended or supplemented as of
                such date, including all documents incorporated by reference
                therein, as amended, and each prospectus supplement relating
              to the offering and sale of any of the Registrable Shares.

              Registrable Shares: Shares of Common Stock acquired by the
                Holder pursuant to the Transaction Agreements, and any other
               shares of capital stock of the Company issued in respect of
             such shares as a result of stock splits, stock dividends,
                reclassification, recapitalizations, mergers, consolidations
                 or similar events. References in this Agreement to amounts or
                percentages of Registrable Shares as of or on any particular
                 date shall be deemed to refer to amounts or percentages after
              giving effect to any applicable events contemplated by the
                preceding sentence. Any Registrable Share will cease to be a
                Registrable Share when (i) a registration statement covering
             such Registrable Share has been declared effective by the
              Commission and such Registrable Share has been disposed of
                pursuant to such effective registration statement, (ii) such
                 Registrable Share may be publicly resold without registration
             under the Securities Act and without being subject to the
         volume limitations provided for in Rule 144 under the
             Securities Act (it being understood that if the aggregate
                number of Registrable Shares that the Holder desires to sell
                 is less than the maximum number of shares that can be sold by
               the Holder under Rule 144 within a three month period, such
           shares shall be deemed not to be subject to such volume
                  limitations) or (iii) such Registrable Share is no longer held
by the Holder.                              

           Registration Statement: A registration statement of the
                 Company on any form (to be selected by the Company) for which
the Company then qualifies and which        

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            permits the secondary resale thereunder of the number of
                Registrable Shares required pursuant to this Agreement to be
                  included therein. The term "Registration Statement" shall also
               include all exhibits and financial statements and schedules
                and documents incorporated by reference in such Registration
                 Statement when it becomes effective under the Securities Act,
         and in the case of the references to the Registration
               Statement as of a date subsequent to the effective date, as
amended or supplemented as of such date.    

                  Securities Act: The Securities Act of 1933, as amended, or any
               successor federal statute, and the rules and regulations of
                 the Commission promulgated thereunder, as they each may, from
time to time, be in effect.                 

          Seller Indemnified Parties: As defined in Section 6.1.

              Selling Stockholder: A Holder whose Registrable Shares are
              included at the request of such Holder in any Registration
Statement filed pursuant to Section 2       

       Transaction Agreements: As defined in the Preamble.

2.       Piggyback Registration                                                 

2.1      Whenever the Company proposes to register any shares of Common Stock   
    under the Securities Act in connection with a primary or secondary
      registration of shares of Common Stock to be offered and sold to the
     public for cash in (i) an underwritten public offering or (ii) on a
       delayed or continuous basis pursuant to Rule 415 under the Securities
        Act, and the registration form to be used for such registration may be
used for the registration of Registrable Shares (a "Piggyback 
    Registration"), the Company will give prompt written notice to all
 holders of Registrable Shares of its intention to effect such a
         registration and will use commercially reasonable efforts to include in
    such registration all Registrable Shares with respect to which the
       Company has received written requests for inclusion therein within 15
    days after the receipt of the Company's notice. Anything contained
  herein to the contrary notwithstanding, the Company shall not be
        required to register any Registrable Shares pursuant to this Section 2
if, within six months preceding the initial filing date of any
         Piggyback Registration, the Company had included any Registrable Shares
   in a registration statement pursuant to this Section 2. Except as
         provided in the immediately preceding sentence and in Section 3 hereof,
 the Holders shall be entitled to request an unlimited number of
registrations pursuant to this Section 2.                     

2.2      If a Piggyback Registration is an underwritten primary or secondary    
    offering, and the managing underwriters advise the Company that in
     their judgment the number of securities requested to be included in
        such registration exceeds the number that can be sold in such offering
    without adversely affecting the marketability of the offering, the
     Company will include in such registration (i) first, the securities
   proposed to be sold by the Company (in a primary offering) or the
   selling stockholders initiating such registration (in a secondary
   offering), (ii) second, the securities proposed to be sold by the
        Company (in a secondary offering), (iii) third, the Registrable Shares
requested to be                                               

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        included in such registration and any other securities requested to be
     included in such registration by persons with contractual piggyback
       registration rights, pro rata among the holders of such securities on
       the basis of the number of shares owned by each such holder, and (iv)
fourth, any other securities.                                 

3.       Limitations on Registration Rights.                                    

       Notwithstanding the provisions of Section 2 hereof, the Company shall
not be required to effect or maintain any registration if (i) the Company, in   
order to comply with such request, would be required to undergo a special       
interim audit, or prepare and file with the Commission sooner than would        
otherwise be required pro forma or other financial statements relating to any   
proposed or probable transaction; or (ii) the Common Stock is not registered    
under Section 12(b) or 12(g) of the Exchange Act.                               

4.       Obligations with Respect to Registration.                              

4.1      If and whenever the Company is obligated by the provisions of this     
      Agreement to effect the registration of any Registrable Shares under
the Securities Act, the Company shall:                        

4.1.1        subject to Section 4.2, use its diligent efforts to cause the      
             Registration Statement to remain effective, and to prepare and file
     (or cause to be prepared and filed) with the Commission any
             amendments and supplements to the Registration Statement and to the
             Prospectus used in connection therewith as may be necessary to keep
           the Prospectus current and in compliance in all material respects
        with the provisions of the Securities Act, until the sooner to
            occur of the sale of all of the Registrable Shares covered by such
             Registration Statement or the 90th day following the effective date
of such Registration Statement;                       

4.1.2        notify the Selling Stockholders, (A) when a Registration Statement 
    becomes effective, (B) when the filing of a post-effective
    amendment to a Registration Statement or supplement to the
            Prospectus is required, when the same is filed, and in the case of
             a post-effective amendment, when the same becomes effective, (C) of
             any request by the Commission for any amendment of or supplement to
            a Registration Statement or any Prospectus relating thereto or for
       additional information and (D) of the entry of any stop order
           suspending the effectiveness of such Registration Statement or of
the initiation of any proceedings for that purpose;   

4.1.3        furnish to each Selling Stockholder, without charge, a conformed   
         copy of the Registration Statement as declared effective by the
           Commission and of each post-effective amendment thereto, and such
         number of copies of the final Prospectus and of each supplement
 thereto as may reasonably be required to facilitate the
             distribution of the Registrable Shares of such Selling Stockholders
included in such Registration Statement;              

4.1.4        register or qualify the Registrable Shares covered by a            
         Registration Statement under the securities or blue sky laws of
             such jurisdictions in the United States as the Selling Stockholders
            shall reasonably request, and do any and all other acts and things
which                                                 

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   may be necessary to enable each Selling Stockholder whose
          Registrable Shares are covered by such Registration Statement to
  consummate the disposition in such jurisdictions of such
        Registrable Shares in accordance with a method of distribution
           described in such Registration Statement; provided, however, that
         the Company shall not in any event be required to qualify to do
 business as a foreign corporation or as a dealer in any
   jurisdiction where it is not so qualified, to conform its
            capitalization or the composition of its assets at the time to the
         securities or blue sky laws of such jurisdiction, to execute or
          file any general consent to service of process under the laws of
       any jurisdiction, to take any action that would subject it to
         service of process in suits other than those arising out of the
  offer and sale of the Registrable Shares covered by such
         Registration Statement, or to subject itself to taxation in any
jurisdiction where it has not theretofore done so;    

4.1.5        cause such Registrable Shares covered by a Registration Statement  
          to be listed on the principal exchange or exchanges or qualified
           for trading on the principal over-the-counter market on which the
      Common Stock is then listed or traded, upon the sale of such
         Registrable Shares pursuant to such Registration Statement; and

4.1.6        provide a transfer agent and registrar for all Registrable Shares  
        registered pursuant to such registration statement and a CUSIP
             number for all such Registrable Shares, in each case not later than
the effective date of such registration.              

4.2      Notwithstanding anything to the contrary contained herein, if at any   
  time after the filing of a Registration Statement or after it is
      declared effective by the Commission, the Company determines, in its
         reasonable business judgment, that such registration and offering could
interfere with or otherwise adversely affect any financing,   
         acquisition, corporate reorganization, or other material transaction or
       development involving the Company or any of its affiliates or require
         the Company to disclose matters that otherwise would not be required to
        be disclosed at such time, then the Company may require the suspension
by each Selling Stockholder of the distribution of any of the 
  Registrable Shares by giving notice to such Selling Stockholder;
         provided, however, that the Company shall not suspend such distribution
      in this manner more than once in any nine-month period. In the event
      that such notice is given, then until the Company has determined, in
       its reasonable business judgment, that such registration and offering
       would no longer interfere with the matters described in the preceding
        sentence and has given notice thereof to the Selling Stockholders, the
      Company's obligations under Section 2, if the Registration Statement
       has not become effective, or under Section 4.1.1, if the Registration
      Statement has become effective, will be suspended. In the event of a
        suspension pursuant to this Section 4.2 after a Registration Statement
        has been declared effective, the ninety-day period of effectiveness of
  such Registration Statement referred to in Section 4.1.1 will be
    extended by a number of days equal to the total number of days for
which the distribution of Registrable Shares included in such 
      Registration Statement by the Selling Stockholder has been suspended
under this Section 4.2.                                       

4.3      the Company's obligations under this Agreement to a Selling Stockholder
      shall be conditioned upon such Selling Stockholder's compliance with
the following:                                                

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4.3.1        such Selling Stockholder shall cooperate with the Company in       
            connection with the preparation of the Registration Statement, and
          for so long as the Company is obligated to keep the Registration
           Statement effective, such Selling Stockholder will provide to the
         Company, in writing, for use in the Registration Statement, all
       information regarding such Selling Stockholder and such other
          information as may be necessary to enable the Company to prepare
            the Registration Statement and Prospectus covering the Registrable
        Shares and to maintain the currency and effectiveness thereof;

4.3.2        such Selling Stockholder shall permit the Company, the proposed    
         underwriters, agents or broker-dealers of the offering or other
         distribution and their respective representatives and agents to
             examine such documents and records and shall supply any information
           as they may reasonably request in connection with the offering or
          other distribution in which such Selling Stockholder proposes to
participate;                                          

4.3.3        such Selling Stockholder shall enter into such agreements with the 
          Company and any underwriter, broker-dealer or similar securities
       industry professional containing representations, warranties,
            indemnities and agreements as are in each case customarily entered
           into and made by selling shareholders, and will cause its counsel
    to give any legal opinions customarily given, in secondary
distributions under similar circumstances;            

4.3.4        during such time as such Selling Stockholder may be engaged in a   
          distribution of the Registrable Shares, such Selling Stockholder
             will comply with all applicable laws and Commission regulations and
          pursuant thereto will, among other things: (A) not engage in any
         stabilization activity in connection with the securities of the
           Company in contravention of such rules; (B) distribute the shares
             owned by such Selling Stockholder solely in the manner described in
       the Registration Statement; (C) cause to be furnished to each
    underwriter, agent or broker-dealer to or through whom the
     Registrable Shares owned by such Selling Stockholder may be
        offered, or to the offeree if an offer is made directly by the
            Selling Stockholder, such copies of the Prospectus (as amended and
            supplemented to such date) and documents incorporated by reference
therein as may be required by such underwriter, agent,
       broker-dealer or offeree; and (D) not bid for or purchase any
      securities of the Company or attempt to induce any person to
        purchase any securities of the Company other than as permitted
under the Exchange Act;                               

4.3.5        other than in the case of an underwritten public offering, at least
             ten (10) days prior to any distribution of Registrable Shares, such
        Selling Stockholders will advise the Company in writing of the
          dates on which the distribution will commence and terminate, the
        number of the Registrable Shares to be sold, the terms and the
           manner of sale (including, to the extent applicable, the purchase
          price, the name of any underwriter, agent or broker-dealer to or
             through whom such distribution is being made, and the amount of any
         selling commissions or other items constituting compensation to
            such underwriter, agent or broker-dealer) and the number of shares
         of Common Stock that will be owned beneficially by such Selling
Stockholder after giving effect to such sale; and     

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4.3.6        on notice from the Company of the happening of any of the events   
            specified in clauses (B), (C) or (D) of Section 4.1.2, or that, as
      set forth in Section 4.2, it requires the suspension by such
           Selling Stockholder of the distribution of any of the Registrable
       Shares, then such Selling Stockholder shall cease offering or
            distributing the Registrable Shares until such time as the Company
             notifies such Selling Stockholder that offering and distribution of
the Registrable Shares may recommence.                

5.       Expenses of Registration.                                              

 All expenses in connection with any Registration Statement, any
qualification or compliance with federal or state laws required in connection   
therewith, and the distribution of the Registrable Shares shall, as between the 
Selling Stockholders and the Company, be borne as follows:                      

5.1      the Company shall pay and be responsible for the registration fee      
  payable under the Securities Act; blue sky fees and expenses, if
     applicable (subject to the limitations set forth in Section 4.1.4);
        printing fees; all fees and disbursements of the Company's counsel and
        accountants; and fees with respect to filings required to be made with
   the National Association of Securities Dealers. In its reasonable
    discretion, the Company may, in lieu of engaging the services of a
       financial printing company with respect to the Registration Statement
         or the Prospectus, arrange for the photocopying thereof, in which event
the Company will bear the applicable photocopying costs.      

5.2      The Selling Stockholders shall pay all fees and disbursements of their 
       own counsel and advisers, all stock transfer fees (including the cost
         of all transfer tax stamps) or expenses, if any, and all other expenses
       (including underwriting or brokerage discounts, commissions and fees)
     related to the distribution of the Registrable Shares that have not
expressly been assumed by the Company as set forth above.     

6.       Indemnification.                                                       

6.1      The Company shall indemnify and hold harmless each Selling Stockholder 
       and each person (if any) who controls such Selling Stockholder within
the meaning of either the Securities Act or the Exchange Act  
       (collectively, the "Seller Indemnified Parties") from and against any
       losses, claims, damages or liabilities (collectively "Losses"), joint
 or several, to which such Seller Indemnified Parties may become
     subject, insofar as such losses, claims, damages or liabilities (or
        actions in respect thereof) are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the  
      Registration Statement or the Prospectus, or any omission or alleged
         omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the  
       circumstances under which they were made, not misleading; or (ii) any
        violation by the Company or any person who controls the Company within
     the meaning of either the Securities Act or the Exchange Act of any
        federal or state securities law or rule or regulation thereunder; and,
 subject to Section 6.3, the Company shall reimburse such Seller
         Indemnified Parties for any legal or other expenses reasonably incurred
        by them in connection with investigating or defending any such Losses;

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         provided, however, that the Company will not indemnify or hold harmless
       any Seller Indemnified Party from or against any such Losses (i) that
      arise out of or are based upon any violation of any federal or state
      securities laws, rules or regulations committed by any of the Seller
    Indemnified Parties (or any person who controls any of them or any
        agent, broker-dealer or underwriter engaged by them) or in the case of
         a non-underwritten offering, any failure by such Selling Stockholder to
     give any purchaser of Registrable Shares at or prior to the written
         confirmation of such sale, a copy of the most recent Prospectus or (ii)
         if the untrue statement, omission or allegation thereof upon which such
   Losses or expenses are based (x) was made in reliance upon and in
        conformity with the information provided by or on behalf of any Seller
         Indemnified Party specifically for use or inclusion in the Registration
     Statement or any Prospectus, or (y) was made in any Prospectus used
      after such time as the Company advised such Selling Stockholder that
    the filing of a post-effective amendment or supplement thereto was
       required, except the Prospectus as so amended or supplemented, or (z)
      was made in any Prospectus used after such time as the obligation of
        the Company hereunder to keep the Registration Statement effective and
current has expired or been suspended hereunder.              

6.2      Each Selling Stockholder, individually and not jointly, agrees to      
         indemnify and hold harmless the Company, its directors and officers and
     each person, if any, who controls the Company within the meaning of
         either the Securities Act or the Exchange Act (the "Company Indemnified
    Parties"), from and against any Losses, joint or several, to which
        Company Indemnified Parties may become subject, insofar as such Losses
        (or actions in respect thereof) arise out of or are based upon (i) any
 untrue statement or alleged untrue statement of a material fact
   contained in the Registration Statement or the Prospectus, or any
        omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein, in
        light of the circumstances under which they were made, not misleading,
if the statement or omission was made in reliance upon and in 
  conformity with the information provided by or on behalf of such
         Selling Stockholder or any person who controls such Selling Stockholder
        specifically for use or inclusion in the Registration Statement or any
      Prospectus, or (ii) the use of any Prospectus after such time as the
   Company has advised such Selling Stockholder that the filing of a
        post-effective amendment or supplement thereto is required, except the
   Prospectus as so amended or supplemented, or (iii) the use of any
       Prospectus after such time as the obligation of the Company hereunder
         to keep the Registration Statement effective and current has expired or
 been suspended hereunder, or (iv) any violation by such Selling
        Stockholder or any person who controls such Selling Stockholder within
      the meaning of either the Securities Act or the Exchange Act (or any
         agent, broker-dealer or underwriter engaged by such Selling Stockholder
        or any such controlling person) of any federal or state securities law
       or rule or regulation thereunder or in the case of a non-underwritten
         offering, any failure by such Selling Stockholder to give any purchaser
       of Registrable Shares at or prior to the written confirmation of such
     sale, a copy of the most recent Prospectus; and, subject to Section
       6.3, such Selling Stockholder will reimburse such Company Indemnified
        Parties for any legal or other expenses reasonably incurred by them in
 connection with investigating or defending any such Losses. For
         purposes of clause (i) of the preceding sentence and clause (ii) of the
   last sentence of Section 6.1, but without limiting the generality
thereof, any information concerning any Seller                

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 Indemnified Party or plan of distribution of Registrable Shares
        included in any Registration Statement or Prospectus which is provided
      to the Selling Stockholder for his review within a reasonable period
        before filing or use thereof and to which the information such Selling
      Stockholder has not promptly provided written notice of objection to
   the Company shall be deemed to have been provided by such Selling
    Stockholder specifically for use in such Registration Statement or
Prospectus.                                                   

6.3      Each party entitled to indemnification under this Section 6 (the       
         "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such
 Indemnified Party has actual knowledge of any claim as to which
        indemnity may be sought, and the Indemnifying Party may participate at
   its own expense in the defense, or if it so elects, to assume the
  defense of any such claim and any action or proceeding resulting
       therefrom, including the employment of counsel and the payment of all
  expenses. The failure of any Indemnified Party to give notice as
   provided herein shall not relieve the Indemnifying Party from its
       obligations to indemnify such Indemnified Party, except to the extent
      the Indemnified Party's failure to so notify actually prejudices the
      Indemnifying Party's ability to defend against such claim, action or
       proceeding. In the event that the Indemnifying Party elects to assume
      the defense in any action or proceeding, the Indemnified Party shall
 have the right to employ separate counsel in any such action or
        proceeding and to participate in the defense thereof, but the fees and
     expenses of such separate counsel shall be such Indemnified Party's
       expense unless (i) the Indemnifying Party has agreed to pay such fees
         and expenses or (ii) the named parties to any such action or proceeding
        (including any impleaded parties) include an Indemnified Party and the
        Indemnifying Party, and such Indemnified Party shall have been advised
  by counsel that there may be a conflict of interest between such
    Indemnified Party and the Indemnifying Party in the conduct of the
  defense of such action (in which case, if such Indemnified Party
     notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the
   Indemnifying Party shall not assume the defense of such action or
     proceeding on such Indemnified Party's behalf, it being understood,
        however, that the Indemnifying Party shall not, in connection with any
        one such action or proceeding or separate but substantially similar or
related actions or proceedings arising out of the same general
     allegations or circumstances, be liable for the reasonable fees and
      expenses of more than one separate firm of attorneys at any time for
       all Indemnified Parties, which firm shall be designated in writing by
   the Selling Stockholder(s) or the Company as the case may be). No
     Indemnifying Party, in the defense of any such claim or litigation,
     shall, except with the consent of the Indemnified Party, consent to
   entry of any judgment or enter into any settlement which does not
        include as an unconditional term thereof the giving by the claimant or
        plaintiff to such Indemnified Party of a release from all liability in
       respect to such claim or litigation. The Indemnifying Party shall not
        be liable for any settlement of any such action or proceeding effected
       without its written consent, but if settled with its written consent,
         or if there be a final judgment for the plaintiff in any such action or
      proceeding, the Indemnifying Party shall indemnify and hold harmless
        the Indemnified Party from and against any loss or liability by reason
of such settlement or judgment.                               

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6.4      If the indemnification provided for under this Section 6 is unavailable
 to or insufficient to hold the Indemnified Party harmless under
     subparagraphs 6.1 or 6.2 above in respect of any Losses referred to
  therein for any reason other than as specified therein, then the
      Indemnifying Party shall contribute to the amount paid or payable by
       such Indemnified Party as a result of such losses, claims, damages or
     liabilities (i) in such proportion as is appropriate to reflect the
      relative benefits received by the Indemnifying Party on the one hand
      and such Indemnified Party on the other from the subject offering or
        distribution or (ii) if the allocation provided by clause (i) above is
       not permitted by applicable law, in such proportion as is appropriate
     to reflect not only the relative benefits referred to in clause (i)
        above but also the relative fault of the Indemnifying Party on the one
     hand and such Indemnified Party on the other in connection with the
      statements or omissions which resulted in such Losses as well as any
         other relevant equitable considerations. The relative benefits received
        by the Indemnifying Party on the one hand and the Indemnified Party on
        the other hand shall be deemed to be in the same proportion as the net
 proceeds of the offering or other distribution (after deducting
        expenses) received by the Indemnifying Party bears to the net proceeds
  of the offering or other distribution (after deducting expenses)
received by the Indemnified Party. The relative fault shall be
       determined by reference to, among other things, whether the untrue or
        alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by
         (or omitted to be supplied by) the Company or the Selling Stockholders,
    the parties' relative intent, knowledge, access to information and
   opportunity to correct or prevent such statement or omission, the
relative benefits received by each party from the sale of the 
       Registrable Shares and any other equitable considerations appropriate
       under the circumstances. The amount paid or payable by an Indemnified
      Party as a result of the Losses referred to above in this subsection
       6.4 shall be deemed to include any legal or other expenses reasonably
        incurred by such Indemnified Party in connection with investigating or
    defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 
       Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.          

7.       Notices.                                                               

All notices, requests, demands, waivers and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered          
personally or mailed, certified or registered mail with postage prepaid, or sent
by telex, telegram or telecopier, as follows:                                   

          if to the Company:

                    Liberty Livewire Corporation
          625 Arizona Avenue
                      Santa Monica, California 90401
                Attention:  David Beddow
                 Facsimile: (310) 587-1277

and     

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         if to the Holder:

        Paul J. Dujardin
                    500 Fifth Avenue, Suite 2020
                New York, New York 10110
                 Facsimile: (212) 302-7014

or to such other person or address as any party shall specify by notice in      
writing to the other party. All notices and other communications given to a     
party in accordance with the provisions of this Agreement shall be deemed to    
have been given (i) three Business Days after the same are sent by certified or 
registered mail, postage prepaid, return receipt requested, (ii) when delivered 
by hand or transmitted by telecopy (answer back received) or (iii) one Business 
Day after the same are sent by a reliable overnight courier service, with       
acknowledgment of receipt requested. Notwithstanding the preceding sentence,    
notice of change of address shall be effective only upon actual receipt thereof.

8.       Amendment.                                                             

Any provision of this Agreement may be amended or modified in whole or in part  
at any time by an agreement in writing among the Company and the Holders who    
hold a majority of the Registrable Shares then outstanding, executed in the same
manner as this Agreement. No consent, waiver or similar act shall be effective  
unless in writing.                                                              

9.       Entire Agreement.                                                      

This Agreement constitutes the entire agreement among the parties hereto and    
supersedes all prior agreements and understandings, oral and written, among the 
parties hereto with respect to the subject matter hereof.                       

10.      Counterparts.                                                          

This Agreement may be executed in two or more counterparts, each of which shall 
be deemed to be an original, but all of which together shall constitute one and 
the same instrument.                                                            

11.      Governing Law.                                                         

This Agreement shall be governed by and interpreted in accordance with the      
internal laws of the State of New York, without giving effect to principles of  
conflicts of laws.                                                              

12.      Assignment.                                                            

No Holder may assign its rights under this Agreement without the prior written  
consent of the Company. Subject to the foregoing, this Agreement shall be       
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.                                                         

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.                                                

                          LIBERTY LIVEWIRE CORPORATION

 By:
                                             -----------------------------------
               Name:
                Title:

                                       -----------------------------------------
              Paul J. Dujardin

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		8/4/00							3
		7/25/00		1					3
		6/21/00		1
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