CONSENT

Exhibit 10.4

June 28, 2019

CONSENT

BY ELECTRONIC TRANSMISSION

Cinedigm Corp.

00 Xxxx 00^xx Xxxxxx, 7^th 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.

Under Section 7.1(a) of the Second Lien Agreement, failure by the Borrower to pay (i) any principal of any Loan when the same becomes due and payable (whether at stated maturity, upon prepayment or otherwise), (ii) any interest payable under any Loan Document and such non-payment continues for a period of three (3) Business Days after the due date therefor or (iii) any fee under any Loan Document or any other Obligation (other than those set forth in the immediately preceding clauses (i) and (ii) above) and such non-payment continues for a period of five Business Days after the due date therefor shall constitute an Event of Default unless waived or consented to by the Required Lenders and the Agent (or by the Agent with the consent of the Required Lenders).

Upon the payment of all fees and expenses of counsel to the Lead Lender and the Agent due to such Lead Lender and Agent from the Borrower pursuant to Section 10.3 of the Second Lien Loan Agreement, Lenders hereby waive any default or Event of Default that result from the Borrower’s failure to pay the outstanding principal balance of the Loan, accrued and unpaid interest or any other Obligation on the Maturity Date. Such waiver will terminate on July 3, 2019 without any further notice to the Borrower.

Nothing contained in this letter agreement or any delay by the Agent or any Lender in exercising any rights, powers, privileges and remedies under the Second Lien Loan Agreement with respect to any Default or Events of Default now existing or hereafter arising under the Second Lien Loan Agreement or any of the other Loan Documents shall be construed as a waiver or modification of such rights, powers, privileges and remedies.

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.

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	Sincerely yours,
	CORTLAND CAPITAL MARKET SERVICES LLC, as Agent
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:  Xxxxxxx Xxxxxxx
		Title:    Associate Counsel

AGREED AND ACKNOWLEDGED:
CINEDIGM CORP.
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
ADM CINEMA CORPORATION
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
VISTACHIARA PRODUCTIONS, INC.
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
VISTACHIARA ENTERTAINMENT, INC.
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
CINEDIGM ENTERTAINMENT CORP.
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
CINEDIGM ENTERTAINMENT HOLDINGS, LLC
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:

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CINEDIGM HOME ENTERTAINMENT, LLC
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
DOCURAMA, LLC
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
DOVE FAMILY CHANNEL, LLC
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
CINEDIGM XXX HOLDINGS, LLC
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:
CINEDIGM PRODUCTIONS, LLC
By	/s/ Xxxx X. Xxxxxxxx
	Name:
	Title:

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	Xxxxxx X. Chez XXX
	By:	/s/ Xxxxxx X. Xxxx
		Name:
		Title:

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	XXXXX AND XXXXX XXXXXX LIVING TRUST
	By:	/s/ Xxxxxxxxxxx X. XxXxxx
		Name:  Xxxxxxxxxxx X. XxXxxx
		Title:    Trustee

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	Millennium Trust Company, LLC, Custodian for the benefit of Xxxxxxx X’Xxxxx, IRA
	By:	/s/ Xxxxxx Xxxxxxxxxx
		Name:  Xxxxxx Xxxxxxxxxx
		Title:    Supervisor – Alternative Operations
	Xxxxxxx X’Xxxxx
	By:	/s/ Xxxxxxx X’Xxxxx
		Name: Xxxxxxx X’Xxxxx
		Title: Beneficiary of the Xxxxxxx X’Xxxxx, IRA

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	XXXXXXX FAMILY TRUST
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:  Xxxxx X. Xxxxxxx
		Title: Trustee

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	Lotus Investors LLC
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:   Managing Member
	Xxxx Xxxxxxxx Marital Trust
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:   Trustee
	Xxxxxx Asset Partners LC
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:   Manager
	UVE Partners LLC
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:   Managing Member

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	BlueMountain Credit Alternatives Master Fund L.P.
	By:	/s/ Xxxxx X’Xxxx
		Name: Xxxxx X’Xxxx
		Title: Deputy General Counsel
	BlueMountain Montenvers Master Fund SCA SICAV-SIF
	By:	/s/ Xxxxx X’Xxxx
		Name: Xxxxx X’Xxxx
		Title: Deputy General Counsel
	BlueMountain Xxxxx Opportunities Master Fund L.P.
	By:	/s/ Xxxxx X’Xxxx
		Name: Xxxxx X’Xxxx
		Title: Deputy General Counsel
	BlueMountain Foinaven Master Fund L.P.
	By:	/s/ Xxxxx X’Xxxx
		Name: Xxxxx X’Xxxx
		Title: Deputy General Counsel
	BlueMountain Equity Alternatives Master Fund L.P.
	By:	/s/ Xxxxx X’Xxxx
		Name: Xxxxx X’Xxxx
		Title: Deputy General Counsel

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	Wolverine Flagship Fund Trading Limited
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:  Xxxxxxx X. Xxxxx
		Title:  Authorized Signatory

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	PEAK6 Capital Management LLC
	By: PEAK6 Investments LLC, its member
	By:	/s/ Xxx Xxxxxxxxxx
		Name: Xxx Xxxxxxxxxx
		Title: Chief Corporate Development and Legal Officer

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