Exhibit 10.22
AMENDMENT NO. 2 dated as of May 30, 2001 to
the Credit, Security, Guaranty and Pledge
Agreement dated as of September 25, 2000
among Lions Gate Entertainment Corp. and
Lions Gate Entertainment Inc. (together, the
"Borrowers"), the Guarantors named therein,
the Lenders referred to therein, The Chase
Manhattan Bank, as Administrative Agent and
as Issuing Bank for the Lenders (the
"Agent"), National Bank of Canada as
Canadian Facility Agent and Dresdner Bank AG
as Syndication Agent (as the same may be
amended, supplemented or otherwise modified,
the "Credit Agreement").
INTRODUCTORY STATEMENT
The Lenders have made available to the Borrowers a credit facility pursuant
to the terms of the Credit Agreement.
The Lenders and the Agent have agreed to amend the Credit Agreement, all on
the terms and subject to the conditions hereinafter set forth.
Therefore, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meaning given them in the Credit Agreement.
Section 2. Amendments to the Credit Agreement. Subject to the satisfaction
of the conditions precedent set forth in Section 3 hereof, the Credit Agreement
is hereby amended as of the Effective Date (as hereinafter defined) as follows:
(A) Section 6.4 of the Credit Agreement is hereby amended by adding the
following clause (xv) at the end thereof:
"(xv) Investments in Xxxxxxxx Films Distribution Inc. and Xxxxxxxx Films
Productions Inc. in an amount not to exceed U.S. $2,500,000 in the aggregate."
(B) Section 6.7(a) of the Credit Agreement is hereby amended by inserting
the following clause (vi) at the end thereof:
"and (vi) sales of Product to Xxxxxxxx Films Distribution Inc. which
have been produced using subsidies provided by Telefilm Canada, provided
that the value of such Product does not exceed $1,000,000 in the
aggregate."
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(C) Section 6.15 of the Credit Agreement is hereby amended in its entirety
to read as follows
"SECTION 6.15. Overhead Expense. Permit the sum of (i) all aggregate
allocated and unallocated overhead expenses of LGEC and its Consolidated
Subsidiaries in any fiscal year plus (ii) the net Investment (which, for
clarification, shall not include any transfer of Product) by any of the
Credit Parties in Xxxxxxxx Films Distribution Inc. and Xxxxxxxx Films
Productions Inc. to exceed (x) US$33,000,000 for the fiscal year ending
March 31, 2001 and (y) thereafter, 110% of the maximum amount permitted for
the immediately preceding fiscal year."
(D) Schedule 1.2 (Acceptable Obligors/Allowable Amounts) to the Credit
Agreement is hereby amended by increasing the Allowable Amount of the following
Acceptable Obligors in the amount set forth opposite their names as set forth
below:
Name of Acceptable
Debtor Category Obligor Allowable Amount
--------------- ------------------ ----------------
Acceptable Eagle Pictures $5,000,000
Foreign Debtors
Egmont Entertainment 3,000,000
Metropole Television 500,000
Taurusfilm GMBH & Co. (will now be included
in Xxxxxx limit set
forth below)
Filmax 1,000,000
Metropolitan Film Export 4,000,000
Acceptable Hollywood Video 6,000,000
Domestic Account
Debtors TMN-The Movie Network 2,000,000
Alliance Broadcasting (Showcase) 2,000,000
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(E) Section 1.2 (Acceptable Obligors/Allowable Amounts) to the Credit
Agreement is further amended by adding the following Acceptable Obligors and
their respective Allowable Amounts as set forth below:
Name of Acceptable
Debtor Category Obligor Allowable Amount
--------------- ------------------- ----------------
Acceptable ProSeiben US$1,000,000
Foreign Account
Debtors Xxxxxx (includes Taurusfilm 10,000,000
and SAT 1)
TFI 3,000,000
SBS Denmark 1,000,000
Radio Canada 1,000,000
Premier Choix 1,000,000
Section 3. Conditions to Effectiveness. The effectiveness of this Amendment
is subject to the receipt by the Agent of counterparts of this Amendment which,
when taken together, bear the signatures of the Borrowers, each Guarantor, the
Agent and the Required Lenders (the date on which such condition has been
satisfied being herein called the "Effective Date").
Section 4. Representations and Warranties. Each Credit Party represents and
warrants that:
(A) after giving effect to this Amendment, the representations and
warranties contained in the Credit Agreement are true and correct in all
material respects on and as of the date hereof as if such representations and
warranties had been made on and as of the date hereof (except to the extent that
any such representations and warranties specifically relate to an earlier date);
and
(B) after giving effect to this Amendment, no Event of Default or Default
will have occurred and be continuing on and as of the date hereof.
Section 5. Further Assurances. At any time and from time to time, upon the
Agent's request and at the sole expense of the Credit Parties, each Credit Party
will promptly and duly execute and deliver any and all further instruments and
documents and take such further action as the Agent reasonably deems necessary
to effect the purposes of this Amendment.
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Section 6. Fundamental Documents. This Amendment is designated a
Fundamental Document by the Agent.
Section 7. Full Force and Effect. Except as expressly amended hereby, the
Credit Agreement and the other Fundamental Documents shall continue in full
force and effect in accordance with the provisions thereof on the date hereof.
As used in the Credit Agreement, the terms "Agreement", "this Agreement",
"herein", "hereafter", "hereto", "hereof", and words of similar import, shall,
unless the context otherwise requires, mean the Credit Agreement as amended by
this Amendment.
Section 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
Section 10. Expenses. The Borrowers agree to pay all out-of-pocket expenses
incurred by the Agent in connection with the preparation, execution and delivery
of this Amendment, including, but not limited to, the reasonable fees and
disbursements of counsel for the Agent.
Section 11. Headings. The headings of this Amendment are for the purposes
of reference only and shall not affect the construction of or be taken into
consideration in interpreting this Amendment.
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IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be
duly executed as of the date first written above.
BORROWERS:
LIONS GATE ENTERTAINMENT CORP.
LIONS GATE ENTERTAINMENT INC.
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
GUARANTORS:
LIONS GATE FILMS CORP.
LIONS GATE FILMS INC.
AVALANCHE HOME ENTERTAINMENT LLC.
LIONS GATE MUSIC CORP.
LIONS GATE FILMS PRODUCTION CORP./PRODUCTIONS
FILMS LIONS GATE S.A.R.F.
LIONS GATE TELEVISION CORP.
569147 B.C. LIMITED
408376 B.C. LIMITED
LIONS GATE STUDIO MANAGEMENT LTD.
LIONS GATE TELEVISION INC.
LGE MERGER SUB INC.
CINEPIX FILMS INC./FILMS CINEPIX INC.
CINEPIX ANIMATION INC./ANIMATION CINEPIX INC.
PRISONER OF LOVE PRODUCTIONS CORP.
PSYCHO PRODUCTIONS SERVICES CORP.
AM PSYCHO PRODUCTIONS, INC.
SHUTTERSPEED PRODUCTIONS CORP.
HIGHER GROUND PRODUCTIONS CORP.
M WAYS PRODUCTIONS CORP.
HIGH CONCEPT PRODUCTIONS INC.
LG PICTURES INC.
TRIMARK PICTURES, INC,
TRIMARK HOLDINGS, INC.
CIVIL PRODUCTIONS, INC.
TRIMARK TELEVISION INC.
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TRIMARK MUSIC, INC.
FRAILTY PRODUCTIONS, INC.
By: /s/ Xxxxx Xxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
LENDERS:
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By: /s/ Xxxxxx XxXxxxxx
----------------------------
Name: Xxxxxx XxXxxxxx
Title: Vice President
NATIONAL BANK OF CANADA
individually and as Canadian Agent
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Directeur De Comptes
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
individually and as Syndication Agent
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
---------------------------- ------------------------------
Name: Xxxxx X. Xxxxx, Name: Xxxxx X. Xxxxxxxx
Title: Director Title: Vice President
UNION BANK OF CALIFORNIA
By:
----------------------------
Name:
Title:
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BNP-PARIBAS
By:
---------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
By: /s/ Pascal Kabemba
---------------------------------
Name: Pascal Kabemba
Title: Associate Director
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Managing Director
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Associate
U.S. BANK
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
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VEREINS-UND WESTBANK AG
By: /S/ Xxxxx /S/ Schwab
----------------------------------------
Name: Xxxxx Schwab
Title: Vice President Vice President
BANQUE INTERNATIONALE A LUXEMBOURG
By: /S/
----------------------------------------
Name:
Title:
THE FUJI BANK LTD.
By:
----------------------------------------
Name:
Title:
ISRAEL DISCOUNT BANK OF NEW YORK
By:
----------------------------------------
Name:
Title:
NATEXIS BANQUE-BFCE
By: /S/ Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
By: /S/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President & Group Manager
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FAR EAST NATIONAL BANK
By:
---------------------------------
Name:
Title:
IMPERIAL BANK
By:
---------------------------------
Name:
Title:
XXX XXXXX XXXXXXXXX XXXX,
XXXXXXX BRANCH
By: /s/ Xxxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxxx Xxxx
Title: Authorized Representative
By: /s/ Xxxx XxXxxxxx
---------------------------------
Name: Xxxx XxXxxxxx
Title: Authorized Representative
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