INTERCREDITOR AGREEMENT (2nd Lien Notes)Intercreditor Agreement • February 9th, 2010 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Intercreditor Agreement (this “Agreement”), dated as of October 21, 2009, among JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), U.S. Bank National Association, as collateral agent for the noteholders under the Existing Second Priority Agreement referred to below (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), LIONS GATE ENTERTAINMENT INC., a Delaware corporation (the “Borrower”), and each of the other Loan Parties (as defined below) party hereto.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 9th, 2010 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of October 21, 2009 among Lions Gate Entertainment Inc., a Delaware corporation (the “Company”), and the other Persons listed on the signature pages hereof (each, including the Company, a “Grantor”, and collectively, the “Grantors”), and U.S. Bank National Association, in its capacity as Collateral Agent (the “Collateral Agent”) for the Secured Parties referred to below.
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION....Guaranty and Pledge Agreement • February 9th, 2010 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT, dated as of October 6, 2009 (as it may be amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among (i) Lions Gate Mandate Financing Vehicle Inc., a Delaware corporation (“Parent”); (ii) the Borrowers referred to herein; (iii) the Guarantors referred to herein; (iv) the Lenders referred to herein; (v) JPMORGAN CHASE BANK, N.A., a national banking association, as agent for the Lenders (in such capacity, the “Administrative Agent”) and as the issuer of letters of credit (in such capacity, the “Issuing Bank”), (vi) UNION BANK, N.A., a national banking association, as co-administrative agent for the Lenders (in such capacity, the “Co-Administrative Agent”) and as syndication agent (in such capacity, the “Syndication Agent” and together with the Administrative Agent and the Co-Administrative Agent, the “Agents”) and (vii) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking associ
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION....Credit Agreement • February 9th, 2010 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
AMENDMENT NO. 1 dated as of December 29, 2009 (the “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement dated as of October 6, 2009 (as amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) LIONS GATE MANDATE FINANCING VEHICLE INC., (ii) the BORROWERS REFERRED TO THEREIN, (iii) the GUARANTORS referred to therein, (iv) the LENDERS referred to therein (each, a “Lender,” and collectively, the “Lenders”), (v) JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Issuing Bank, (vi) UNION BANK, N.A., as Co-Administration Agent and (vii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent.
