EXCHANGE AGREEMENT dated as of May 2, 2024 by and among Lions Gate Entertainment Corp., Lions Gate Capital Holdings 1, Inc., as Initial Issuer, Lions Gate Capital Holdings LLC, as Existing Issuer, and the Noteholder Parties Party heretoExchange Agreement • May 3rd, 2024 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
This Exchange Agreement (together with the exhibits, annexes and schedules attached hereto, this “Agreement”), dated as of May 2, 2024, is by and among (x) Lions Gate Entertainment Corp., a British Columbia corporation (“LGEC”), Lions Gate Capital Holdings 1, Inc., a Delaware corporation (the “Initial Issuer”), and Lions Gate Capital Holdings LLC, a Delaware limited liability company (the “Existing Issuer”, and together with LGEC and the Initial Issuer, each, a “Lionsgate Party” and collectively, the “Lionsgate Parties”) and (y) each undersigned holder (each, a “Noteholder Party”, and collectively, the “Noteholder Parties”) of certain 5.500% Senior Notes due 2029 issued by the Existing Issuer under that certain indenture governing the Existing Notes, dated as of April 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Indenture”), among the Existing Issuer, the guarantors from time to time party thereto and Deutsche Bank Trust Company Ame
