CONSENT
June 26, 2020
CONSENT
BY ELECTRONIC TRANSMISSION
00 Xxxx 00xx Xxxxxx, 7th Floor
New York, NY 10018
Ladies and Gentlemen:
We refer to the Second Lien Loan Agreement, dated as of July 14, 2016 (as amended, amended and restated, supplemented or otherwise modified before the date hereof, the “Second Lien Loan Agreement”), among Cinedigm Corp. (the “Borrower”), certain Lenders, and Cortland Capital Market Services LLC, as Agent. Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Second Lien Loan Agreement.
We request an amendment to the Second Lien Loan Agreement and the related Loan Documents pursuant to which the Maturity Date thereunder would be extended to September 30, 2020.
In addition, at the Borrower’s discretion, (a) if payment in full under the Second Lien Loan Agreement is not made by or on September 30, 2020, the Maturity Date may be extended to March 31, 2021 for an aggregate consent fee of $50,000 to the Lenders payable on October 1, 2020, and (b) if payment in full under the Second Lien Loan Agreement is not made by or on March 31, 2021, the Maturity Date may be extended to June 30, 2021 for an additional aggregate consent fee of $100,000 to the Lenders payable on April 1, 2021 (the “Extension Options”).
Upon payment by Xxxxxxxx of an aggregate consent fee of $100,000 to the Lenders, Lenders hereby agree that the definition of “Maturity Date” in the Second Lien Loan Agreement shall mean “September 30, 2020” and the Extension Options shall be effective.
This letter agreement is a Loan Document. On and after the date hereof, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended by this letter agreement.
[signature page follows]
Sincerely yours,
CORTLAND CAPITAL MARKET SERVICES LLC, as Agent
By:_/s/ Xxxxxxx Xxxxxxx_____________
Name: Xxxxxxx Xxxxxxx
Title: Associate Counsel
AGREED AND ACKNOWLEDGED:
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
ADM CINEMA CORPORATION
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
VISTACHIARA PRODUCTIONS, INC.
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
VISTACHIARA ENTERTAINMENT, INC.
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM ENTERTAINMENT CORP.
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM ENTERTAINMENT HOLDINGS, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM HOME ENTERTAINMENT, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
DOCURAMA, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
DOVE FAMILY CHANNEL, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM XXX HOLDINGS, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM PRODUCTIONS, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
XXXXXXX X’XXXXX XXX
By: /s/ Xxxxxxx X’Xxxxx
Name: Xxxxxxx X’Xxxxx
Title: Beneficiary of the Xxxxxxx X’Xxxxx, IRA
XXXXX AND XXXXX XXXXXX LIVING TRUST
By: /s/ Xxxxxxxxxxx X. XxXxxx
Name: Xxxxxxxxxxx X. XxXxxx
Title: Trustee
UVE Partners LLC
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Managing Member
Xxxxxx Asset Partners LC
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Manager
Xxxx Xxxxxxxx Marital Trust
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Trustee
Lotus Investors LLC
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Managing Member
XXXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Trustee
WOLVERINE FLAGSHIP FUND TRADING
LIMITED, as a Lender
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
June 26, 2020
CONSENT
BY ELECTRONIC TRANSMISSION
00 Xxxx 00xx Xxxxxx, 7th Floor
New York, NY 10018
Ladies and Gentlemen:
We refer to the Second Lien Loan Agreement, dated as of July 14, 2016 (as amended, amended and restated, supplemented or otherwise modified before the date hereof, the “Loan Agreement”), among Cinedigm Corp. (the “Borrower”), certain Lenders, and Cortland Capital Market Services LLC, as Agent. Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Loan Agreement.
Borrower requests an amendment to the Second Lien Loan Agreement and the related Loan Documents pursuant to which the Maturity Date thereunder would be extended to September 30, 2020 for an aggregate consent fee of $100,000 to the Lenders. In addition, at the Borrower’s discretion, (a) if payment in full under the Second Lien Loan Agreement is not made by or on September 30, 2020, the Maturity Date may be extended to March 31, 2021 for an aggregate consent fee of $50,000 to the Lenders payable on October 1, 2020, and (b) if payment in full under the Second Lien Loan Agreement is not made by or on March 31, 2021, the Maturity Date may be extended to June 30, 2021 for an additional aggregate consent fee of $100,000 to the Lenders payable on April 1, 2021 (the “Extension Options”).
The Borrower owns certain ordinary shares of Starrise Media Holdings Limited (the “Starrise Shares”). The Starrise Shares are useful to the Borrower in the ordinary course of business, including to pay trade debt and other expenses and to sell for cash from time to time.
Under Section 6.4 of the Second Lien Loan Agreement, generally, the borrower may not sell, lease, charter, convey, transfer or otherwise dispose of any of its assets or property, with certain exceptions. The use of the Starrise Shares in connection with the Loan Agreement, and for other uses as described above, would violate Section 6.4 of the Second Lien Loan Agreement, and therefore constitute an Event of Default under Section 7.1(c) of the Second Lien Loan Agreement, unless waived or consented to by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders).
Lenders hereby:
1. Consent to the sale and/or transfer of 15,000,000 Starrise Shares for the payment of accounts payable to certain trade vendors and for general corporate purposes of the Borrower in the ordinary course of business.
2. Consent to extend the definition of “Maturity Date” in the Second Lien Loan Agreement shall mean “September 30, 2020” and the Extension Options.
This letter agreement is a Loan Document. On and after the date hereof, each reference in the Second Lien Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Second Lien Loan Agreement, and each
reference in the other Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” or
words of like import referring to the Loan Agreement shall mean and be a reference to the Second Lien Loan Agreement as amended by this letter agreement.
[Signatures follow on the next page.]
Sincerely yours,
CORTLAND CAPITAL MARKET SERVICES LLC, as Agent
By:_/s/ Xxxxxxx Xxxxxxx_____________
Name: Xxxxxxx Xxxxxxx
Title: Associate Counsel
AGREED AND ACKNOWLEDGED:
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
ADM CINEMA CORPORATION
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
VISTACHIARA PRODUCTIONS, INC.
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
VISTACHIARA ENTERTAINMENT, INC.
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM ENTERTAINMENT CORP.
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM ENTERTAINMENT HOLDINGS, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM HOME ENTERTAINMENT, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
DOCURAMA, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
DOVE FAMILY CHANNEL, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM XXX HOLDINGS, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
CINEDIGM PRODUCTIONS, LLC
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
By___/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: General Counsel
XXXXXX X. CHEZ IRA
By: | /s/ Xxxxxx X. Xxxx |
Name: | |
Title: | |
4836-1808-7105v.2
