exv10w39



 







EXHIBIT 10.39





AMENDMENT NO. 10 dated as of August ___, 2007 to the Amended and
Restated Credit, Security, Guaranty and Pledge Agreement dated as
of December 15, 2003 among Lions Gate Entertainment Corp. and
Lions Gate Entertainment Inc. (together, the
“Borrowers”), the Guarantors named therein, the Lenders
referred to therein, JPMorgan Chase Bank, National Association
(formerly known as JPMorgan Chase Bank), as Administrative Agent
and as Issuing Bank for the Lenders (the “Agent”),
JPMorgan Chase Bank, National Association Toronto Branch
(formerly known as JPMorgan Chase Bank, Toronto Branch) as
Canadian Agent, Bank of America, N.A. (as successor by merger to
Fleet National Bank) , as Co-Syndication Agent and BNP Paribas,
as Co-Syndication Agent (as the same may be amended, supplemented
or otherwise modified, the “Credit Agreement”).


INTRODUCTORY STATEMENT


The Lenders have made available to the Borrowers a credit facility pursuant to the terms of the
Credit Agreement.



The Lenders and the Agent have agreed to amend the Credit Agreement, all on the terms and subject
to the conditions herein set forth.



Therefore, the parties hereto hereby agree as follows:




     Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meaning given them in the Credit Agreement.



     Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended as of
December 31, 2006 as follows:



     (A) Article 1 of the Credit Agreement is hereby amended to insert the following definitions in
their appropriate alphabetical sequence:



          “‘Pennsylvania Regional’ shall mean Pennsylvania Regional Center, LP I located at 1500
Market Street, 2600 Centre Square West, Philadelphia, PA 19102.”




          “‘Pennsylvania Regional Financing Arrangement’ shall mean the financing arrangement
between LGPA, as borrower, and Pennsylvania Regional, as lender, on substantially the terms set
forth on Schedule 1.7 annexed hereto.”




     (B) Section 5.1(h) of the Credit Agreement is hereby amended by replacing the semi-colon with
a period and adding the following sentence at the end thereof:



          “Notwithstanding the foregoing, as opposed to delivering, not later than April 30, 2007, a
calculation of the Eligible Library Amount computed as of the last Business Day of December 2006,
each Credit Party will, and will cause each of its Subsidiaries (other than the Unrestricted
Subsidiaries) to deliver a calculation of the Eligible Library Amount computed as of the period
ending March 31, 2007




1









 







together with a variance analysis of the actual versus projected value of such calculation no
later than September 30, 2007;”




     (C) Section 5.1(i) of the Credit Agreement is hereby amended by replacing the semi-colon with
a period and adding the following sentence at the end thereof:



          “Notwithstanding the foregoing, instead of doing so not later than May 1, 2007, each Credit
Party will, and will cause each of its Subsidiaries (other than the Unrestricted Subsidiaries) to
deliver forecasted financial statements consisting of balance sheets, cash flow statements, income
statements, and Borrowing Base with supporting detail and underlying assumptions, covering the next
four fiscal quarters no later than September 30, 2007;”




     (D) Section 6.1 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (p), replacing the period after clause (q) with a semi-colon and by adding the
following at the end thereof:



          “and (r) Indebtedness pursuant to the Pennsylvania Regional Financing Arrangement in an amount
no greater than US$60,000,000 provided that the final documentation thereof is reasonably
satisfactory to the Administrative Agent.”




     (E) Section 6.2 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of subsection (x), redesignating the existing subsection “(y)” as subsection “(z)” and
inserting the following directly before such subsection (z):



          “(y) Liens granted by one or more of the Credit Parties to secure LGPA’s obligations to
Pennsylvania Regional pursuant to the Pennsylvania Regional Financing Arrangement;
provided, however, that (i) Pennsylvania Regional has entered into an intercreditor
agreement with the Administrative Agent reasonably satisfactory to the Administrative Agent in all
respects and (ii) a cash collateral account, bearing an amount equal to the principal amount of
Indebtedness outstanding under the Pennsylvania Regional Financing Arrangement, is maintained with
the Agent; and”




     (F) Section 6.4 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (xxiv), replacing the period after clause (xxv) with a semi-colon and by adding the
following at the end thereof:



          “ and (xxvi) loans made by Lions Gate Entertainment Inc. to NextPoint, Inc. in an amount no
greater than US$3,000,000 provided that the final documentation thereof is reasonably satisfactory
to the Administrative Agent.”




     (G) Section 6.17 of the Credit Agreement is hereby amended by replacing the provision
contained therein in its entirety with the phrase “Intentionally Omitted.”. The Credit Agreement
is amended in its entirety by deleting all references to “Senior Leverage Ratio,” “Consolidated
Senior Debt,” and “Off-Balance Sheet Receivables” in each place they occur.



     (H) Section 12.1(b)(viii) is hereby amended by deleting the “and” and placing a comma after
“Section 6.2(v)” and inserting the words “and Section 6.2(y)” immediately after the words “Section
6.2(x)”.



     (I) The Credit Agreement is further amended by adding a new Schedule 1.7 in the form attached
to this Amendment.



2









 





     Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is
subject to the satisfaction of all of the following conditions precedent:



     (A) the receipt by the Agent of counterparts of this Amendment which, when taken together,
bear the signatures of the Borrowers, each Guarantor, the Agent and all Lenders;



     (B) the receipt by the Administrative Agent of all fees as set forth in Section 5 of this
Amendment;



     (C) the payment of all fees and expenses (including, without limitation, fees and
disbursements of counsel and consultants retained by the Agent) due and payable by any Credit Party
to the Agent and/or the Lenders; and



     (D) all legal matters incident to this Amendment shall be satisfactory to Morgan, Lewis &
Bockius LLP, counsel for the Agent.



     Section 4. Representations and Warranties. Each Credit Party represents and warrants
that:



     (A) after giving effect to this Amendment, the representations and warranties contained in the
Credit Agreement are true and correct in all material respects on and as of the date hereof as if
such representations and warranties had been made on and as of the date hereof (except to the
extent that any such representations and warranties specifically relate to an earlier date);



     (B) after giving effect to this Amendment, no Event of Default or Default will have occurred
and be continuing on and as of the date hereof.



     Section 5. Lender Authorization. The Lenders hereby authorize and direct the
Administrative Agent to enter into an intercreditor agreement with LGPA, Pennsylvania Regional and
certain Credit Parties in connection with the Pennsylvania Regional Financing Arrangement
substantially in the form attached hereto as Exhibit Q.



     Section 6. Further Assurances. At any time and from time to time, upon the Agent’s
request and at the sole expense of the Credit Parties, each Credit Party will promptly and duly
execute and deliver any and all further instruments and documents and take such further action as
the Agent reasonably deems necessary to effect the purposes of this Amendment.



     Section 7. Fundamental Documents. This Amendment is designated a Fundamental Document
by the Agent.



     Section 8. Full Force and Effect. Except as expressly amended hereby, the Credit
Agreement and the other Fundamental Documents shall continue in full force and effect in accordance
with the provisions thereof on the date hereof. As used in the Credit Agreement, the terms
“Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words of similar
import, shall, unless the context otherwise requires, mean the Credit Agreement as amended by this
Amendment.



     Section 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 10. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original, but all of which when taken together shall constitute
but one instrument.



3









 





     Section 11. Expenses. The Borrowers agree to pay all out-of-pocket expenses incurred
by the Agent in connection with the preparation, execution and delivery of this Amendment,
including, but not limited to, the reasonable fees and disbursements of counsel for the Agent.



     Section 12. Headings. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of or be taken into consideration in
interpreting this Amendment.



[Signature Pages to Follow]




4









 








     IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as of
the date first written above:



	 	 	 	 	 
	 	BORROWERS (in their capacities both as Borrowers and

as Guarantors):


LIONS GATE ENTERTAINMENT CORP.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIONS GATE ENTERTAINMENT INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Executed as a Deed by

LION GATE UK LIMITED

by

 	)
)
) 
	 	/s/
 	 
	 	(Director) and 	 
	 	 	 
	 	                                              /s/
 	 
	 	(Director/Secretary) 	 
	 	 	 
	 
	 	GUARANTORS:

3WISE GUYS PRODUCTIONS INC.

3F SERVICES, INC.

ALL ABOUT US PRODUCTIONS, INC.

AM PSYCHO PRODUCTIONS, INC.

ARIMA INC.

ARTISAN ENTERTAINMENT INC.

ARTISAN FILMED PRODUCTIONS, INC.

ARTISAN HOME ENTERTAINMENT INC.

ARTISAN MUSIC INC.

ARTISAN PICTURES INC.

ARTISAN RELEASING INC.

ARTISAN TELEVISION INC.

ATTRACTION PRODUCTIONS LLC

BD OPTICAL MEDIA, INC.

BL DISTRIBUTION CORP.

BLUE PRODUCTIONS INC.

BURROWERS PRODUCTIONS, INC.

CAVE PRODUCTIONS, INC.

CINEPIX ANIMATION INC./ANIMATION

     CINEPIX INC.

CINEPIX FILMS INC./FILMS CINEPIX INC.

CONFIDENCE PRODUCTIONS, INC.

CUT PRODUCTIONS INC.

DEAD ZONE PRODUCTION CORP.

DEVILS REJECTS, INC.

DJM SERVICES, INC.

DRESDEN FILES PRODUCTIONS CORP.

 	 
	 	 	 
	 	 	 
	 	 	 



5









 





	 	 	 	 	 
	 	DRESDEN FILES PRODUCTIONS I CORP.

EMPLOYEE PRODUCTIONS, INC.

FHCL, LLC

FILM HOLDINGS CO.

FINAL CUT PRODUCTIONS CORP.

FIVE DAYS PRODUCTIONS CORP.

FRAILTY PRODUCTIONS, INC.

FUSION PRODUCTIONS, INC.

GC FILMS, INC.

HIGH CONCEPT PRODUCTIONS INC.

HYPERCUBE PRODUCTIONS CORP.

KILL PIT PRODUCTIONS INC.

KING OF THE WORLD PRODUCTIONS LLC

INVISIBLE CASTING INC.

LANDSCAPE ENTERTAINMENT CORP.

LC PRODUCTIONS CORP.

LG PICTURES INC.

LIONS GATE FILMS DEVELOPMENT CORP.

LIONS GATE FILMS INC.

LIONS GATE FILMS PRODUCTIONS 

     CORP./PRODUCTIONS FILMS LIONS 

     GATE S.A.R.F.

LIONS GATE MUSIC CORP.

LIONS GATE RECORDS, INC.

LIONS GATE STUDIO MANAGEMENT LTD.

LIONS GATE TELEVISION DEVELOPMENT LLC

LIONS GATE TELEVISION INC.

LG HORROR CHANNEL HOLDINGS LLC

LOVESPRING PRODUCTIONS, INC.

LUCKY 7 PRODUCTIONS CORP.

MOTEL MAN PRODUCTIONS INC.

MOTHER PRODUCTIONS CORP.

NGC FILMS, INC.

PALM SPRINGS PRODUCTIONS INC.

PLANETARY PRODUCTIONS, LLC

POST PRODUCTION, INC.

PRODUCTION MANAGEMENT INC.

PROFILER PRODUCTIONS CORP.

PSYCHO PRODUCTIONS SERVICES CORP.

PUNISHER PRODUCTIONS, INC.

SCARLETT, LLC

SCREENING ROOM, INC.

SILENT DEVELOPMENT CORP.

TALK PRODUCTIONS CORP.

TOUCH PRODUCTIONS CORP.

TERRESTRIAL PRODUCTIONS CORP.

U.R.O.K. PRODUCTIONS INC.

VESTRON INC.

WEEDS PRODUCTIONS INC.

WILDFIRE PRODUCTIONS INC.

 	 
	 	 	 
	 	 	 
	 	 	 



6









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILDFIRE 2 PRODUCTIONS INC.

WILDFIRE 3 PRODUCTIONS INC.

WILDFIRE 4 PRODUCTIONS INC.

WRITERS ON THE WAVE, INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BLAIR WITCH FILM PARTNERS LTD.
 	 
	 	By:  	Artisan Filmed Productions Inc.
 	 
	 	Its: 	General Partner 	 
	 
	 	By:  	                                              /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Executed as a Deed by

LIONS GATE PICTURES UK LIMITED

by

 	)
)
) 
	 	/s/
 	 
	 	(Director) and 	 
	 
	 	                                              /s/
 	 
	 	(Director/Secretary) 	 
	 
	 	Executed as a Deed by

LIONS GATE HOME

ENTERTAINMENT UK LIMITED

by

 	)
)
)
) 
	 	/s/
 	 
	 	(Director) and 	 
	 
	 	                                              /s/
 	 
	 	(Director/Secretary) 	 
	 	 	 
	 	LENDERS:


JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, (formerly known as JPMorgan Chase
Bank), individually and as Administrative Agent

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	10 South Dearborn Street, 9th Floor

Chicago, Illinois 60603-2003 	 
	 	 	Attention:  	Stephen C. Price
 	 
	 	 	Facsimile:  	(312) 325-3239 	 



7









 






	 	 	 	 	 
	 	BANK LEUMI USA

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	 	 
	 	By:  	                                              /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	CITY NATIONAL BANK

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	BANK OF AMERICA, N.A. (as successor by merger to

Fleet National Bank)

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 



8









 






	 	 	 	 	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	By:  	                                              /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	MANUFACTURERS BANK

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	SOCIETE GENERALE

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 



9









 






	 	 	 	 	 
	 	THE LEWIS HORWITZ ORGANIZATION, a division of

Imperial Capital Bank

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	WESTLB AG (formerly Westdeutsche Landesbank

Girozentrale), NEW YORK BRANCH

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	 	 
	 	By:  	                                              /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 
	 
	 	GRAYSON & CO.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 	 	Attention:  	 	 
	 	 	Facsimile:  	 	 




10