LIONS GATE ENTERTAINMENT INC. LIONS GATE ENTERTAINMENT CORP. PURCHASE AGREEMENT April 15, 2013Purchase Agreement • April 15th, 2013 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Lions Gate Entertainment Inc., a Delaware corporation (the “Issuer”) and wholly owned subsidiary of Lions Gate Entertainment Corp., a British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Kornitzer Capital Management, Inc. or an affiliate thereof (the “Purchaser”) U.S. $60,000,000 aggregate principle amount of the Issuer’s 1.25% Convertible Senior Subordinated Notes due 2018 (the “Notes”). The Notes will be issued pursuant to an Indenture (the “Indenture”), among the Issuer, the Company, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”). The Guarantor will fully and unconditionally guarantee, as primary obligor and not only as a surety, on an unsecured senior subordinated basis, the payment of principal of, premium, if any, and interest on the Notes, and the Repurchase Price (as defined in the Indenture) if applicable, with respect to the Notes (the “Note Guarantee”).
