Contract
Exhibit 10.50
EXECUTION COPY
AMENDMENT NO. 11 dated as of April 10, 2008 to the Amended and
Restated Credit, Security, Guaranty and Pledge Agreement dated as
of December 15, 2003 among Lions Gate Entertainment Corp. and
Lions Gate Entertainment Inc. (together, the
“Borrowers”), the Guarantors named therein, the Lenders
referred to therein, JPMorgan Chase Bank, National Association
(formerly known as JPMorgan Chase Bank), as Administrative Agent
and as Issuing Bank for the Lenders (the “Administrative
Agent”), JPMorgan Chase Bank, National Association Toronto
Branch (formerly known as JPMorgan Chase Bank, Toronto Branch) as
Canadian Agent, Bank of America, N.A. (as successor by merger to
Fleet National Bank), as Co-Syndication Agent and BNP Paribas, as
Co-Syndication Agent (as the same is hereby amended and 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.
Pursuant to Amendment Number 10 to the Credit Agreement dated as of August 8, 2007
(“Amendment No. 10”), the Credit Agreement was amended to, among other things, permit PA
Lender (as defined below) to make loans of up to $60,000,000 to Lions Gate Pennsylvania, Inc., a
Pennsylvania corporation (“LGPA”) substantially on the terms set forth in Schedule 1.7
thereof to fund the production of motion pictures and televisions shows in the Pennsylvania
Regional Center subject to the requirements that (i) the PA Lender has entered into an
intercreditor agreement with the Administrative Agent reasonably satisfactory to the Administrative
Agent in all respects and (ii) a cash collateral account, holding an amount equal to the principal
amount of the outstanding loans made by the PA Lender, is maintained with the Administrative Agent.
In order to (i) implement Amendment No. 10, (ii) provide guarantees and a security interest in
the Film Library (as defined below) to the PA Lender for the obligations under the PA Credit
Agreement and (iii) permit an increase in the amount of the loans by the PA Lender to $66,000,000
and approve certain other changes to the terms thereof, the parties hereto have agreed to amend the
Credit Agreement, all on the terms and subject to the conditions herein 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) Article 1 of the Credit Agreement is hereby amended to insert the following definitions in
their appropriate alphabetical sequence:
‘Film
Library’ shall mean with respect to each Credit Party, that portion
of the Collateral representing all of such Credit Party’s right, title and interest
in and to all items of Product including the distribution rights for each item of
Product, commencing on the date that is eighteen (18) months after the date that any
such item of Product was first commercially distributed, exhibited or released, and
any proceeds thereof.
‘Group Lender’ and ‘Group Lenders’ shall mean, at any time for which
it is to be determined, the Sterling Lender and/or the U.S. Dollar Lenders, as
applicable.
‘LGPA’ shall mean Lions Gate Pennsylvania, Inc., a Pennsylvania corporation.
‘PA Borrower’ shall mean, jointly and severally, LGPA together with its
Subsidiaries party to the PA Credit Agreement from time to time.
‘PA Credit Agreement’ shall mean that certain Loan Agreement entered into on
April ___, 2008, by and between PA Lender and PA Borrowers.
‘PA Event of Default’ shall mean an Event of Default, as defined in the PA
Credit Agreement.
‘PA Lender’ shall mean Pennsylvania Regional Center, LP I and its permitted
successors and assigns, as lender to PA Borrowers pursuant to the terms of the PA
Credit Agreement.
‘PA Loan’ shall mean the loans made under, and in accordance with, the PA
Credit Agreement.
‘PA Obligations’ shall mean all “Obligations” owing by the PA Borrowers to
PA Lender as defined in the PA Credit Agreement.”
(B) Article 1 is hereby further amended by replacing the definitions of “Borrower,” “Event of
Default,” “Lender,” “Lenders,” “Guarantors” and “Obligations,” contained therein in their entirety
with the following, respectively:
‘Borrower’ shall mean LGEC and LGEI, except that with respect to the UK
Loans, Borrower shall mean the UK Borrower; provided, however, that
for the
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purposes of Articles 8, 9 and 12 hereof, the term “Borrower” shall also include the
PA Borrowers in respect of the PA Obligations.
‘Event of Default’ shall have the meaning given to such term in Article 7
hereof and for the purposes of Articles 8, 9, 10, 11 and 12, hereof, the term “Event
of Default” shall also include a PA Event of Default.
‘Guarantors’ shall mean (i) LGEC with respect to (a) the Obligations of LGEI
and (b) the PA Obligations, (ii) LGEI with respect to (a) the Obligations of LGEC
and (b) the PA Obligations, (iii) all the other entities listed on Schedule 3.7(a)
and Schedule 1.3 hereto and any other direct or indirect Subsidiary of a Credit
Party acquired or created after the date hereof (other than, with respect to the
guaranty of PA Obligations, any PA Borrower) which Subsidiary becomes a signatory to
this Credit Agreement as a Guarantor as required by Section 5.17 with respect to (1)
the obligations of all of the Borrowers under this Credit Agreement, the Notes, any
other Fundamental Document and the Fee Letter and (2) the PA Obligations and (iv)
Redbus Pictures and Redbus Home Entertainment Limited and any other Subsidiaries of
Redbus acquired or created after the date hereof, which Subsidiary becomes a
signatory to this Credit Agreement as a Guarantor as required by Section 5.17 with
respect to the obligations of the UK Borrower; provided, however,
that for the sake of clarification, no Unrestricted Subsidiary or Inactive
Subsidiary shall be a Guarantor hereunder; provided, further, that
neither Redbus nor any of its Subsidiaries shall be considered Guarantor of the
Obligations of LGEI, LGEC or any PA Borrower hereunder.
‘Lender’ and ‘Lenders’ shall mean the Sterling Lender and/or the
U.S. Dollar Lenders and/or the PA Lender, as applicable.
‘Obligations’ shall mean (a) the obligation of the Borrowers to make due and
punctual payment of (i) principal of and interest on the Loans, the face amount of
the Commitment Fees, any reimbursement obligations in respect of Letters of Credit,
monetary obligations of any Credit Party pursuant to interparty agreements delivered
in connection with Special Purpose Producer Agreements, costs and attorneys’ fees
and all other monetary obligations of the Borrowers to the Administrative Agent, the
Issuing Bank or any Group Lender under this Credit Agreement, the Notes, any other
Fundamental Document or the Fee Letter, (ii) all amounts payable by the Borrowers to
any Group Lender under any Currency Agreement or Interest Rate Protection Agreement,
provided that the Administrative Agent shall have received written notice thereof
within ten (10) Business Days after execution of such Currency Agreement or Interest
Rate Protection Agreement and (iii) amounts payable to JPMorgan Chase Bank or any of
its Affiliates in connection with any bank account maintained by the Borrowers or
any other Credit Party at JPMorgan Chase Bank or any such Affiliate or any other
banking services provided to the Borrowers or any other Credit Party by JPMorgan
Chase Bank or any such Affiliate and (b) for the purposes of Articles 8, 9 and 12, hereof and Annex I hereto, the term “Obligations” shall also include the PA
Obligations.”
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(C) Article I of the Credit Agreement is hereby amended by replacing each use, throughout, of:
(i) “the Lenders” with “the Group Lenders”, (ii) “Lender” with “Group Lender” (including, without
limitation, in the definition of “Required Lenders”) and (iii) “all Lenders” with “all Group
Lenders”, except that uses of “the Lenders”, “Lender” and “all Lenders” in the following
definitions shall not be replaced:
(1) “Administrative Agent”;
(2) “Initial Date”, item (iii); and
(3) “Material Adverse Effect”.
(D) The definition of “Pennsylvania Regional Financing Arrangement” appearing in Article 1 of
the Credit Agreement is hereby amended by deleting the words “on Schedule 1.7 annexed hereto” and
inserting in the place the words “set forth in the PA Credit Agreement”.
(E) The definition of “Percentage” appearing in Article 1 of the Credit Agreement is hereby
amended by adding the following proviso at the end of the existing text:
”; provided however, that solely for purposes of Section 12.6 hereof (including determination
of Pro Rata Share for use in connection with Section 12.6), Percentage shall be determined as if
the PA Lender holds a U.S. Dollar Credit Commitment equal to its commitment under the PA Credit
Agreement and the Total U.S. Dollar Revolving Credit Commitment were increased by such amount.”
(F) Articles 2 through 7 and Articles 10, 11 and 13 (excluding Sections 6.2(a), 6.3(iii),
13.1, 13.2, 13.5, 13.8, 13.9, 13.11A and 13.13) of the Credit Agreement are hereby amended by
replacing each use, throughout, of: (i) “the Lenders” with “the Group Lenders”, (ii) “Lender” with
“Group Lender” and (iii) “all Lenders” with “all Group Lenders”.
(G) Section 6.1(r) of the Credit Agreement is hereby amended by deleting the figure
“$60,000,000” and replacing it with the figure “$66,000,000”.
(H) Section 8.7 of the Credit Agreement is hereby amended by replacing the proviso at the end
thereof with the following proviso:
“provided, however, that, the Administrative Agent may in its discretion and
with the consent of the Required Lenders (and PA Lender, if the funds constitute proceeds of the
Film Library), apply funds comprising the Collateral to pay the cost (i) of completing any item of
Product owned in whole or in part by any Credit Party in any stage of production and (ii) of making
delivery to the distributors of such item of Product. Any amounts remaining after such
indefeasible payment in full shall be remitted to the appropriate Credit Party or as a court of
competent jurisdiction may otherwise direct.”
(F) Article 11 of the Credit Agreement is hereby amended to insert a new Section 11.5 at the
end of the existing text to read as follows:
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“SECTION 11.5 LGPA Financing. In order to induce the Group Lenders to permit the
making of the PA Loan, the Credit Parties agree that prior to or simultaneously with each advance
of the PA Loan under the PA Credit Agreement, the Borrowers shall deposit or cause to be deposited
in the U. S. Cash Collateral Account an amount in cash or Cash Equivalents equal to 105% of the
principal amount of such advance. If the principal of any PA Loan under the PA Credit Agreement is
repaid, in whole or in part, the Administrative Agent will if requested by the Borrowers at a time
when no Default or Event of Default shall have occurred and be continuing, release the portion of
such deposit in excess of 105% of the principal amount of the PA Loan then outstanding. The PA
Lender acknowledges that it shall have no interest whatsover in any collateral provided pursuant to
this Section 11.5 or any proceeds thereof, and that such collateral is being provided solely for
the benefit of the Group Lenders, the Administrative Agent and the Issuing Bank.”
(G) Section 12.5(a) of the Credit Agreement is hereby amended by replacing the second sentence
thereof with the following:
“The Administrative Agent, the Issuing Bank and their respective directors, officers, agents,
and employees shall in no event be liable to the Lenders or to any of them for any action taken or
omitted to be taken by it pursuant to: (i) instructions received by it from the Required Lenders
(and PA Lender, if such instructions relate to the Film Library), (ii) Section 12.15 hereof, or
(iii) in reliance upon the advice of counsel selected by it with reasonable care.”
(H) The Credit Agreement is hereby amended by inserting Section 12.15 immediately after
Section 12.14, as follows:
“SECTION 12.15 Annex I to Amendment Number 11 to the Credit Agreement. The relative
rights of Group Lenders, PA Lender and Administrative Agent with respect to the Collateral are
governed by the provisions of Annex I hereto, and each of the Lenders, the Credit Parties and the
Administrative Agent hereby agrees to be bound by such provisions and each of the Lenders and
Credit Parties authorizes the Administrative Agent to take any action necessary to carry out the
purpose of such provisions.”
(I) The Credit Agreement is hereby amended by inserting a new Section 13.11A immediately after
Section 13.11, to read as follows:
“SECTION 13.11A Certain Matters Regarding PA Lender and Amendments. No modification,
amendment or waiver of any provision of Amendment No. 11, dated as of April 10, 2008 to the Credit
Agreement (“Amendment No. 11”) or Annex I thereto or any provisions of the Credit Agreement amended
by such Amendment No. 11, and no consent to any departure by any other party therefrom, shall in
any event be effective unless the same shall be in writing and signed by the PA Lender and then
such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. No provision of Amendment No. 11, Annex I thereto or any provision of the Credit
Agreement amended by such Amendment No. 11 shall be terminated without the written consent of the
PA Lender as long as the PA Obligations are outstanding. The PA Lender hereby consents to any
modification, waiver, consent or amendment which is hereafter approved by the requisite Group
Lenders which may (i) release a substantial portion of the Collateral which does not include the
Film Library, (ii) extend the
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Maturity Date, (iii) amend the definition of “Required Lenders,” (iv) amend the definition of
“Collateral” (and defined terms used in the definition of Collateral) other than the Film Library,
(v) amend or modify Section 2.1(c), 2.2, 2.13(d), 2.6(a)(i), 2.6(i) or Section 13.11 or (vi)
increase the advance rates of any components or add any new components to the Borrowing Base.
(J) The Credit Agreement is hereby amended to add Annex I thereto in the form thereof attached
to this Amendment No. 11.
Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject
to the satisfaction of all of the following conditions precedent (the date on which all such
conditions have been satisfied being herein called the “ Effective Date”):
(A) the receipt by the Administrative Agent of counterparts of this Amendment which, when
taken together, bear the signatures of the Borrowers, each Guarantor, the Administrative Agent, the
PA Lender and the Required Lenders;
(B) the payment of all fees and expenses (including, without limitation, fees and
disbursements of counsel and consultants retained by the Administrative Agent) due and payable by
any Credit Party to the Administrative Agent and/or the Lenders; and
(C) all legal matters incident to this Amendment shall be satisfactory to Xxxxxx, Xxxxx &
Xxxxxxx LLP, counsel for the Administrative Agent.
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);
(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
Administrative 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 Administrative Agent reasonably deems necessary to effect the purposes
of this Amendment.
Section 6. Fundamental Documents. This Amendment (including Annex I hereto) is
designated a Fundamental Document by the Administrative 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
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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 by facsimile or by electronic
mail of a pdf file, and 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 Administrative 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
Administrative 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.
Section 12. Ratification By Borrowers and Guarantors. Each of the Borrowers and
Guarantors hereby acknowledges, confirms and agrees that (i) its guarantee(s) contained within
Article 9 of the Credit Agreement are continuing guarantee(s) of the “Obligations”, including,
without limitation, the PA Obligations, (ii) the security interests granted by it pursuant to
Article 8 of the Credit Agreement secure its “Obligations” owing to the Lenders, including, without
limitation, the PA Obligations and (iii) the security interests granted by it pursuant to Articles
10 and 11 of the Credit Agreement secure its “Obligations” owing to the Group Lenders.
Section 13. PA Lender Acknowledgement and Agreement. The PA Lender hereby
acknowledges that by executing this Amendment No. 11 it has become a party to the Credit Agreement
solely for the purpose of obtaining the benefit of the guarantees and security interests described
in clauses (i) and (ii) of Section 12 above with respect to the PA Obligations and for no other
purpose and agrees that for the purposes of the Credit Agreement, including, without limitation,
Annex I, it will be a Lender and will comply with all obligations of the Lenders set out therein,
including, without limitation, the obligations of the Lenders set forth in Articles 8, 9, and 12
and Sections 13.1, 13.2, 13.5, 13.8, 13.9 13.11A and 13.13 thereof.
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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 (in their capacities both as Borrowers and as Guarantors): LIONS GATE ENTERTAINMENT CORP. |
||||
| By | /s/ | |||
| Name: | ||||
| Title: General Counsel & EVP | ||||
| LIONS GATE ENTERTAINMENT INC. |
||||
| By | /s/ | |||
| Name: | ||||
| Title: | General Counsel & EVP | |||
| Executed as a Deed by | ) | |||||
| LION GATE UK LIMITED | ) | |||||
| by | ) | |||||
| /s/ | ||||||
| (Director) and | ||||||
| /s/ | ||||||
| (Director/Secretary) |
GUARANTORS:
3WISE GUYS PRODUCTIONS INC.
3F SERVICES, INC.
ALL ABOUT US PRODUCTIONS, INC.
AM PSYCHO PRODUCTIONS, INC.
ARIMA INC.
ARTISAN ENTERTAINMENT INC.
ARTISAN FILMED PRODUCTIONS, INC.
ARTISAN HOME ENTERTAINMENT INC.
ARTISAN MUSIC INC.
ARTISAN PICTURES INC.
ARTISAN RELEASING INC.
ARTISAN TELEVISION INC.
ATTRACTION PRODUCTIONS LLC
BD OPTICAL MEDIA, INC.
BL DISTRIBUTION CORP.
BLUE PRODUCTIONS INC.
BURROWERS PRODUCTIONS, INC.
CAVE PRODUCTIONS, INC.
CINEPIX ANIMATION INC./ANIMATION
CINEPIX INC.
3WISE GUYS PRODUCTIONS INC.
3F SERVICES, INC.
ALL ABOUT US PRODUCTIONS, INC.
AM PSYCHO PRODUCTIONS, INC.
ARIMA INC.
ARTISAN ENTERTAINMENT INC.
ARTISAN FILMED PRODUCTIONS, INC.
ARTISAN HOME ENTERTAINMENT INC.
ARTISAN MUSIC INC.
ARTISAN PICTURES INC.
ARTISAN RELEASING INC.
ARTISAN TELEVISION INC.
ATTRACTION PRODUCTIONS LLC
BD OPTICAL MEDIA, INC.
BL DISTRIBUTION CORP.
BLUE PRODUCTIONS INC.
BURROWERS PRODUCTIONS, INC.
CAVE PRODUCTIONS, INC.
CINEPIX ANIMATION INC./ANIMATION
CINEPIX INC.
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CINEPIX FILMS INC./FILMS CINEPIX INC.
CONFIDENCE PRODUCTIONS, INC.
CUT PRODUCTIONS INC.
DEAD ZONE PRODUCTION CORP.
DEBMAR/MERCURY, LLC
DEBMAR STUDIOS INC.
DEVILS REJECTS, INC.
DJM SERVICES, INC.
DRESDEN FILES PRODUCTIONS CORP.
DRESDEN FILES PRODUCTIONS I CORP.
EMPLOYEE PRODUCTIONS, INC.
FHCL, LLC
FILM HOLDINGS CO.
FINAL CUT PRODUCTIONS CORP.
FIVE DAYS PRODUCTIONS CORP.
FRAILTY PRODUCTIONS, INC.
FUSION PRODUCTIONS, INC.
GC FILMS, INC.
HIGH CONCEPT PRODUCTIONS INC.
HYPERCUBE PRODUCTIONS CORP.
KILL PIT PRODUCTIONS INC.
KING OF THE WORLD PRODUCTIONS LLC
INVISIBLE CASTING INC.
LANDSCAPE ENTERTAINMENT CORP.
LC PRODUCTIONS CORP.
LG PICTURES INC.
LIONS GATE FILMS DEVELOPMENT CORP.
LIONS GATE FILMS INC.
LIONS GATE FILMS PRODUCTIONS
CORP./PRODUCTIONS FILMS LIONS
GATE S.A.R.F.
LIONS GATE MUSIC CORP.
LIONS GATE MUSIC PUBLISHING LLC
LIONS GATE RECORDS, INC.
LIONS GATE SPIRIT HOLDINGS, LLC
LIONS GATE STUDIO MANAGEMENT LTD.
LIONS GATE TELEVISION DEVELOPMENT
LLC
LIONS GATE TELEVISION INC.
LG HORROR CHANNEL HOLDINGS LLC
LOVESPRING PRODUCTIONS, INC.
LUCKY 7 PRODUCTIONS CORP.
MOTEL MAN PRODUCTIONS INC.
MOTHER PRODUCTIONS CORP.
NGC FILMS, INC.
PALM SPRINGS PRODUCTIONS INC.
CONFIDENCE PRODUCTIONS, INC.
CUT PRODUCTIONS INC.
DEAD ZONE PRODUCTION CORP.
DEBMAR/MERCURY, LLC
DEBMAR STUDIOS INC.
DEVILS REJECTS, INC.
DJM SERVICES, INC.
DRESDEN FILES PRODUCTIONS CORP.
DRESDEN FILES PRODUCTIONS I CORP.
EMPLOYEE PRODUCTIONS, INC.
FHCL, LLC
FILM HOLDINGS CO.
FINAL CUT PRODUCTIONS CORP.
FIVE DAYS PRODUCTIONS CORP.
FRAILTY PRODUCTIONS, INC.
FUSION PRODUCTIONS, INC.
GC FILMS, INC.
HIGH CONCEPT PRODUCTIONS INC.
HYPERCUBE PRODUCTIONS CORP.
KILL PIT PRODUCTIONS INC.
KING OF THE WORLD PRODUCTIONS LLC
INVISIBLE CASTING INC.
LANDSCAPE ENTERTAINMENT CORP.
LC PRODUCTIONS CORP.
LG PICTURES INC.
LIONS GATE FILMS DEVELOPMENT CORP.
LIONS GATE FILMS INC.
LIONS GATE FILMS PRODUCTIONS
CORP./PRODUCTIONS FILMS LIONS
GATE S.A.R.F.
LIONS GATE MUSIC CORP.
LIONS GATE MUSIC PUBLISHING LLC
LIONS GATE RECORDS, INC.
LIONS GATE SPIRIT HOLDINGS, LLC
LIONS GATE STUDIO MANAGEMENT LTD.
LIONS GATE TELEVISION DEVELOPMENT
LLC
LIONS GATE TELEVISION INC.
LG HORROR CHANNEL HOLDINGS LLC
LOVESPRING PRODUCTIONS, INC.
LUCKY 7 PRODUCTIONS CORP.
MOTEL MAN PRODUCTIONS INC.
MOTHER PRODUCTIONS CORP.
NGC FILMS, INC.
PALM SPRINGS PRODUCTIONS INC.
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PLANETARY PRODUCTIONS, LLC
POST PRODUCTION, INC.
PRODUCTION MANAGEMENT INC.
PROFILER PRODUCTIONS CORP.
PSYCHO PRODUCTIONS SERVICES CORP.
PUNISHER PRODUCTIONS, INC.
SCARLETT, LLC
SCREENING ROOM, INC.
SILENT DEVELOPMENT CORP.
TALK PRODUCTIONS CORP.
TOUCH PRODUCTIONS CORP.
TERRESTRIAL PRODUCTIONS CORP.
U.R.O.K. PRODUCTIONS INC.
VESTRON INC.
WEEDS PRODUCTIONS INC.
WILDFIRE PRODUCTIONS INC.
WILDFIRE 2 PRODUCTIONS INC.
WILDFIRE 3 PRODUCTIONS INC.
WILDFIRE 4 PRODUCTIONS INC.
WRITERS ON THE WAVE, INC.
POST PRODUCTION, INC.
PRODUCTION MANAGEMENT INC.
PROFILER PRODUCTIONS CORP.
PSYCHO PRODUCTIONS SERVICES CORP.
PUNISHER PRODUCTIONS, INC.
SCARLETT, LLC
SCREENING ROOM, INC.
SILENT DEVELOPMENT CORP.
TALK PRODUCTIONS CORP.
TOUCH PRODUCTIONS CORP.
TERRESTRIAL PRODUCTIONS CORP.
U.R.O.K. PRODUCTIONS INC.
VESTRON INC.
WEEDS PRODUCTIONS INC.
WILDFIRE PRODUCTIONS INC.
WILDFIRE 2 PRODUCTIONS INC.
WILDFIRE 3 PRODUCTIONS INC.
WILDFIRE 4 PRODUCTIONS INC.
WRITERS ON THE WAVE, INC.
| By: | /s/ | |||
| Name: | ||||
| Title: | General Counsel | |||
| XXXXX WITCH FILM PARTNERS LTD. By: Artisan Filmed Productions Inc. Its: General Partner |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | General Counsel | |||
| Executed as a Deed by | ) | |||||
| LIONS GATE PICTURES UK LIMITED | ) | |||||
| by | ) |
| /s/ | ||||
| (Director) and | ||||
| /s/ | ||||
| (Director/Secretary) | ||||
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| Executed as a Deed by | ) | |||||||
| LIONS GATE HOME | ) | |||||||
| ENTERTAINMENT UK LIMITED | ) | |||||||
| by | ) | |||||||
| /s/ | ||||
| (Director) and | ||||
| /s/ | ||||
| (Director/Secretary) | ||||
| PA BORROWERS (in their capacities both as PA Borrowers and as Guarantors): LIONS GATE PENNSYLVANIA, INC. |
||||
| By | /s/ | |||
| Name: | ||||
| Title: | ||||
| VERDICT PRODUCTIONS, INC. |
||||
| By | /s/ | |||
| Name: | ||||
| Title: | ||||
| CUPID PRODUCTIONS, INC. |
||||
| By | /s/ | |||
| Name: | ||||
| Title: | ||||
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| LENDERS: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, (formerly known as JPMorgan Chase Bank), individually and as Administrative Agent |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| BANK LEUMI USA |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| BNP PARIBAS |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| CITY NATIONAL BANK |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| BANK OF AMERICA, N.A. (as successor by merger to Fleet National Bank) |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| ISRAEL DISCOUNT BANK OF NEW YORK |
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| By | ||||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| By | ||||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| MANUFACTURERS BANK |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| U.S. BANK NATIONAL ASSOCIATION |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| SOCIETE GENERALE |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| THE XXXXX XXXXXXX ORGANIZATION, a division of Imperial Capital Bank |
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| By | ||||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| UNION BANK OF CALIFORNIA, N.A. |
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| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
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| WESTLB AG (formerly Westdeutsche Landesbank Girozentrale), NEW YORK BRANCH |
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| By | ||||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
||||
| By | ||||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
||||
| THE ROYAL BANK OF SCOTLAND PLC |
||||
| By | ||||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
||||
| XXXXXXX & CO. |
||||
| By | ||||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
||||
| PENNSYLVANIA REGIONAL CENTER, LP I |
||||
| By | /s/ | |||
| Name: | ||||
| Title: Address: Attention: Facsimile: |
||||
15
