Exhibit 10.23
AMENDMENT NO. 3 dated as of July 31,
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 Article 1 of the
Credit Agreement is hereby amended by amending and restating the following
definition in its entirety to read as follows:
"`Consolidated Capital Base' shall mean the sum of the principal
amount of all Subordinated Debt outstanding plus the amount of total
stockholders' equity (including capital stock and retained earnings and
deficits) of LGEC and its Consolidated Subsidiaries (but excluding any
retained earnings and deficit of Cine-Groupe Corporation and Mandalay
Pictures), minus the book value of any item of Product having a budgeted
Negative Cost in excess of US$8,000,000 which has not been released within
18 months after Completion; provided, that in calculating the Consolidated
Capital Base, LGEC may add back an amount equal to the write-off mandated
by the American Institute of Certified Public Accountants Statement of
Position 00-2 taken by LGEC for the fiscal year commencing April 1, 2000."
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
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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.
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.
THE WASH, LLC
CBV, INC. MONSTER PRODUCTIONS, INC.
PROFILER PRODUCTIONS CORP.
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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/ X. Xxxxxx
---------------------------
Name: X. Xxxxxx
Title:
NATIONAL BANK OF CANADA
individually and as Canadian Agent
By: /s/ Xxxxxxx 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: /s/ Xxxxx Xxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
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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:
---------------------------------
Name:
Title:
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
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/ Xxxxxx
-------------------------- --------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BANQUE INTERNATIONALE A LUXEMBOURG
By:
--------------------------
Name:
Title:
THE FUJI BANK LTD.
By: /s/ Shinzo Nishitate
--------------------------
Name: Shinzo Nishitate
Title: Sr. Vice President
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: First Vice President
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/ Xxxxx Xxxx
--------------------------------
Name: Xxxxx Xxxx
Title: Authorized Representative
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