LIONS GATE ENTERTAINMENT INC. as Issuer LIONS GATE ENTERTAINMENT CORP. as Guarantor 3.625% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2025 INDENTURE Dated as of [ ], 2009 as TrusteeLions Gate Entertainment Corp /Cn/ • April 20th, 2009 • Services-motion picture & video tape production • New York
INDENTURE, dated as of [ ], 2009 among LIONS GATE ENTERTAINMENT INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404 (the “Issuer”), LIONS GATE ENTERTAINMENT CORP., a corporation duly organized and existing under the laws of British Columbia, having its principal offices at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404 and 1055 West Hastings Street, Suite 2200, Vancouver, British Columbia V6E 2E9 (the “Company”), and [ ], as Trustee (the “Trustee”).
Refinancing Exchange Agreement April 20, 2009Refinancing Exchange Agreement • April 20th, 2009 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Reference is hereby made to the Indenture (the “Old 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 (the “Trustee”), relating to the Issuer’s 3.625% Convertible Senior Subordinated Notes due 2025 (CUSIP No. 535919 AE 4) (“Old Notes”). The Issuer and the parties listed on Schedule 1 (each, a “Holder” and collectively the “Holders”) hereby agree as follows (this Refinancing Exchange Agreement being referred to hereinafter as this “Agreement”):
