Refinancing Exchange Agreement July 20, 2010Refinancing Exchange Agreement • July 21st, 2010 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Reference is hereby made to the Indenture (the “Old “3.625% Indenture”), dated as of February 24, 2005, by and among Lions Gate Entertainment Inc., a Delaware corporation (the “Issuer”), Lions Gate Entertainment Corp., a British Columbia corporation (the “Company”), and J.P. Morgan Trust Company, National Association or its successor (the “Trustee”), relating to the Issuer’s 3.625% Convertible Senior Subordinated Notes due 2025 (CUSIP No. 535919 AG 9) (the “Old 3.625% Notes”), and the Indenture (the “Old 2.9375% Indenture” and together with the Old 3.625% Indentures, the “Old Indentures”), dated as of October 4, 2004, by and among the Issuer, Company, and Trustee, relating to the Issuer’s 2.9375% Convertible Senior Subordinated Notes due 2024 (CUSIP No. 535919 AF 1) (the “Old 2.9375% Notes” and, together with the Old 3.625% Notes, the “Old Notes”). The Issuer and the parties listed on Schedule 1 (each, a “Holder” and collectively the “Holders”) hereby agree as follows (this Refinancing
