exv10w70






EXHIBIT 10.70



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.




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     AMENDMENT NO. 1 dated as of September 30, 2009 (the “Amendment”) to the Second Amended
and Restated Credit, Security, Pledge and Guaranty and Agreement dated as of July 25, 2008 (as
amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit
Agreement”) among (i) LIONS GATE ENTERTAINMENT INC., LIONS GATE UK LIMITED AND LIONS GATE
AUSTRALIA PTY LIMITED, as Borrowers (collectively, the “Borrowers”), (ii) the GUARANTORS
referred to herein, (iii) the LENDERS referred to therein (each, a “Lender,” and
collectively, the “Lenders”) (iv) JPMORGAN CHASE BANK, N.A., as Administrative Agent (in
such capacity, the “Administrative Agent”) and as Issuing Bank and (v) WACHOVIA BANK, N.A.,
as Syndication Agent.



     The Borrowers have requested, and the Administrative Agent and the Lenders have agreed, to
amend the Credit Agreement as set forth herein.



     Therefore, the parties hereto hereby agree as follows:



     1. Defined Terms. All terms used but not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.



     2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the Credit Agreement is hereby amended as of the
Effective Date (as defined below) as follows:



          (a) Article 1 of the Credit Agreement is hereby amended by adding the following definitions in
the proper alphabetical place:




               “Defaulting Lender” shall mean any Lender, as reasonably determined by the
Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in
Letters of Credit within three (3) Business Days of the date required to be funded by it hereunder,
unless the subject of a good faith dispute, (b) notified the Administrative Agent, the Issuing
Bank, any Lender (subject to such Lender having given notice thereof to the Administrative Agent)
or the Borrowers (subject to the Borrowers having given notice thereof to the Administrative Agent)
in writing that it does not intend to comply with any of its funding obligations under this Credit
Agreement unless the subject of a good faith dispute or has made a public statement to the effect
that it does not intend to comply with its funding obligations under this Credit Agreement unless
the subject of a good faith dispute, (c) failed, within five (5) Business Days after written
request by the Administrative Agent, to confirm that it will comply



 









 




with the terms of this Credit Agreement relating to its obligations to fund prospective Loans
and participations in then outstanding Letters of Credit, provided that such Lender shall cease to
be a Defaulting Lender under this clause (c) upon receipt of such confirmation, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a
good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is
insolvent, or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has a parent company that has
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any ownership interest in such Lender or parent
company thereof or the exercise of control over a Lender or parent company thereof by a
governmental authority or instrumentality thereof.




               “Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange
for, or the Net Cash Proceeds of which are used within 18 months of the incurrence of such
Indebtedness to extend, refinance, renew, replace, redeem, repurchase, defease, repay or refund, in
whole or in part (collectively, to “Refinance”), the Indebtedness being Refinanced (or
previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided
that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums)
thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) either
(x) the Permitted Refinancing Indebtedness does not require any principal payments (whether
scheduled or as a result of a mandatory prepayment, a “put” at the option of the holder, a sinking
fund or similar payment) prior to one year after the Maturity Date or (y) (A) the proceeds of such
Permitted Refinancing Indebtedness are used concurrently with the issuance thereof to Refinance
other Indebtedness (B) the Permitted Refinancing Indebtedness is scheduled to mature either (i) no
earlier than the Indebtedness being Refinanced or (ii) at least one year after the Maturity Date,
(C) the portion, if any, of the Permitted Refinancing Indebtedness that is scheduled to mature on
or prior to one year after the Maturity Date has a weighted average life to maturity at the time
such Permitted Refinancing Indebtedness is incurred that is greater than or equal to the weighted
average life to maturity of the portion of the Indebtedness being Refinanced that is scheduled to
mature on or prior to one year after the Maturity Date and (D) the Permitted Refinancing
Indebtedness does not have additional security or Guaranties as compared to the Indebtedness being
Refinanced, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the
Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in
right of payment to such Obligations on terms at least as favorable to the Lenders as those
contained in the documentation governing the Indebtedness being Refinanced (unless otherwise
approved by the Administrative Agent), (d) no Permitted Refinancing Indebtedness shall have
different obligors (but may have additional obligors) or greater guarantees or security, than the
Indebtedness being Refinanced (unless meeting the requirements of (b)(x) above and otherwise
approved by the Administrative Agent), (e) Indebtedness which is intended to constitute Permitted
Refinancing Indebtedness but which is not applied to Refinance other Indebtedness concurrently with
the incurrence thereof must satisfy the requirements of the definition of Subordinated Debt as if
it were “other Indebtedness” at the time of incurrence thereof and shall not constitute Permitted
Refinancing Indebtedness unless



2









 




and until actually applied to Refinance Indebtedness in accordance with the terms of this
definition and (f) the proceeds of Permitted Refinancing Indebtedness may be used initially to
repay the Obligations and then borrowed hereunder as Loans and used to Refinance Indebtedness in
accordance with terms of this definition (a “Permitted Refinancing Reborrowing”). For the
avoidance of doubt, the term Refinance shall (i) include without limitation, the satisfaction of
mandatory repayment or “put” obligations required by the terms of Convertible Senior Subordinated
Notes, but shall exclude temporary repayments of outstanding loans under committed revolving credit
facilities except to the extent accompanied by a permanent commitment reduction.”




               “Unapplied Refinancing Proceeds” shall mean Indebtedness incurred with the intention
(as evidenced by a Certificate of an Authorized Officer delivered to the Administrative Agent
concurrently with the incurrence of such Indebtedness) of being used as Permitted Refinancing
Indebtedness but which has not been used to Refinance Indebtedness within 18 months of its
incurrence; provided that (1) the Borrowers may at any time prior to 18 months after such
incurrence of Permitted Refinancing Indebtedness provide a Certificate of an Authorized Officer
delivered to the Administrative Agent declaring that all or any portion of such proceeds of
Permitted Refinancing Indebtedness that have not been used to Refinance Indebtedness will not be
used to Refinance Indebtedness within 18 months of its incurrence, (2) upon the delivery of such
Certificate of an Authorized Officer to the Administrative Agent, such amounts shall immediately be
considered Unapplied Refinancing Proceeds and (3) such declaration shall be irrevocable.



          (b) The definition of “Applicable Margin” in Article 1 of the Credit Agreement is hereby
amended in its entirety to read as follows:




          ““Applicable Margin” shall mean (i) in the case of U.S. Dollar Loans that are
Alternate Base Rate Loans, 1.50% per annum, (ii) in the case of U.S. Dollar Loans that are
Eurodollar Loans, 2.50% per annum, (iii) in the case of Sterling Eurodollar Loans, 2.50% per annum
and (iv) in the case of Australian Dollar Eurodollar Loans, 2.50% per annum.”




          (c) The definition of “Convertible Senior Subordinated Notes” in Article 1 of the Credit
Agreement is hereby amended by (x) deleting the word “and” before “(ii)” and inserting a comma in
lieu thereof, and (y) adding the following words to the end thereof: “and (iii) LGEI’s 3.625%
Convertible Senior Subordinated Notes due 2025 which were issued in April 2009 and (iv) any
Permitted Refinancing Indebtedness in respect of items (i), (ii) or (iii)”.




          (d) The definition of “Investment” in Article 1 of the Credit Agreement is hereby amended by
replacing the proviso at the end thereof with the following:




          “provided, however, that (i) an Acquisition and (ii) a Refinancing of outstanding Subordinated
Debt (including, without limitation, any Convertible Senior Subordinated Notes) with Permitted
Refinancing Indebtedness shall not be considered an “Investment”.”




          (e) The definition of “Subordinated Debt” in Article 1 of the Credit Agreement is hereby
amended in its entirety to read as follows:




          ““Subordinated Debt” shall mean the Convertible Senior Subordinated Notes and



3









 






other Indebtedness (including Permitted Refinancing Indebtedness which is issued in respect of
other Subordinated Debt) issued after the date hereof which is either subordinated on terms
satisfactory to the Administrative Agent to the Borrowers’ obligations to the Administrative Agent
and the Group Lenders under the Facility or secured by a Lien that is subordinated on terms
satisfactory to the Administrative Agent to the Lien granted to the Administrative Agent for the
benefit of itself, the Issuing Bank and the Group Lenders under the Facility; provided,
that (i) at the time of issuance of any such other Indebtedness, the ratio (the
“Subordinated Debt Ratio”) of (A) the Borrowing Base to (B) all outstanding Loans
plus the L/C Exposure plus the aggregate amount of all Subordinated Debt (other
than the Subordinated Debt represented by (x) the Convertible Senior Subordinated Notes and (y) the
Subordinated Debt to be concurrently or previously Refinanced by Permitted Refinancing Indebtedness
constituting Subordinated Debt), must not be less than 1.25 to 1, (ii) the Borrowers shall
demonstrate pro forma compliance with the covenants set forth in Section 6.19 through 6.21 and 6.32
hereof after giving effect to such Indebtedness, (iii) such Indebtedness does not require any cash
principal payments prior to one year after the Maturity Date and (iv) all other terms and
conditions relating to such Indebtedness (including, without limitation, subordination provisions,
if any, covenants and defaults and any related security, intercreditor or subordination agreement)
shall be satisfactory to Administrative Agent.”




          (f) Section 2.23(a) of the Credit Agreement is hereby amended by deleting the figure
“U.S.$160,000,000” in the third line thereof and replacing it with “U.S.$60,000,000”.




          (g) Article 2 of the Credit Agreement is hereby amended by adding the following section at the
end thereof:





     “SECTION 2.24 Defaulting Lenders. Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:




(a) if any L/C Exposure exists at the time a Lender is a Defaulting Lender,
the Borrowers shall within one (1) Business Day following notice by the
Administrative Agent cash collateralize such Defaulting Lender’s L/C Exposure in
accordance with the procedures set forth in Section 2.6(j) for so long as such L/C
Exposure is outstanding; and




(b) the Issuing Bank shall not be required to issue, amend or increase any Letter of
Credit unless it is satisfied that cash collateral will be provided by the Borrower
in accordance with Section 2.6(j).”



          (h) Section 5.19(iv) of the Credit Agreement is hereby amended in its entirety to read as
follows:





“(iv) for other general corporate purposes, including without limitation
acquisitions, permitted stock and indebtedness repurchases, dividends and cash
collateralizing a Defaulting Lender’s L/C Exposure in accordance with Section
2.24(a) hereof”.



          (i) Section 6.3(v) of the Credit Agreement is hereby amended by replacing



4









 






the phrase “to the extent otherwise permitted hereunder” with the phrase “to the extent such
obligations are otherwise permitted hereunder”.




          (j) Section 6.3(x) of the Credit Agreement is hereby amended by replacing the amount “US
$10,000,000” with the amount “US $25,000,000”.




          (k) Section 6.4(xix) of the Credit Agreement (Limitations on Investments) is hereby amended by
(i) inserting immediately prior to the words “plus 50%” the new phrase “plus 50% of Unapplied
Refinancing Proceeds” and (ii) inserting immediately after the words “Net Cash Proceeds” the words
“(other than Net Cash Proceeds which have been used to Refinance Subordinated Debt or Permitted
Preferred Stock pursuant to Section 6.5(xii))”.




          (l) Section 6.5(vii) of the Credit Agreement is hereby amended (i) by inserting immediately
after the words “Subordinated Debt” the parenthetical “(other than in connection with the issuance
of any Permitted Refinancing Indebtedness to Refinance such Subordinated Debt, which shall be
permitted in its entirety pursuant to clause (xii) below and shall need not satisfy the
requirements of this clause (vii)”, (ii) by inserting immediately prior to the words “plus 50%” the
new phrase “plus 50% of the Unapplied Refinancing Proceeds” and (iii) inserting immediately after
the words “Net Cash Proceeds” the words “(other than Net Cash Proceeds which have been used to
Refinance Subordinated Debt or Permitted Preferred Stock pursuant to Section 6.5(xii))”.




          (m) Section 6.5(viii) of the Credit Agreement is hereby amended in its entirety to read as
follows:





“(viii) payments (including, without limitation, mandatory repayments or “puts” of
Convertible Senior Subordinated Notes) but not prepayments of interest and principal
on Subordinated Debt (including Permitted Refinancing Indebtedness which is issued
in respect of any Subordinated Debt) on the terms set forth in the applicable
documents and provided that no Default or Event of Default shall be continuing after
giving effect on a pro forma basis to such payments.”



          (n) Section 6.5 of the Credit Agreement is hereby further amended by adding the following
sub-clause (xii) to the end thereof:




          “(xii) the Refinance of Subordinated Debt or Permitted Preferred Stock in exchange for or with
all or a portion of proceeds received from the issuance of Permitted Preferred Stock, Equity
Interests of LGEC or LGEI (to the extent consideration for the Equity Interests of LGEI are from
proceeds from the issuance of Equity Interests in LGEC), common stock of LGEC or Permitted
Refinancing Indebtedness (including, without limitation, Permitted Refinancing Reborrowings) in
compliance with the definitions of such terms;”




          (o) Section 6.20 of the Credit Agreement (Fixed Charges Coverage Ratio) is hereby amended by
inserting immediately prior to the phrase “other than payments to” in the next to last
parenthetical, the phrase “(i) other than mandatory repayments or “puts” of Convertible Senior
Subordinated Notes and (ii)”.




          (p) Article 6 of the Credit Agreement is hereby amended by adding the



5









 






following section at the end thereof:





“SECTION 6.32 Secured Debt Ratio. At anytime permit the ratio of (A) the
sum of the Borrowing Base plus unrestricted cash and Cash Equivalents of the
Credit Parties to (B) the sum of all outstanding Loans plus the L/C Exposure
plus all other Indebtedness of any Credit Party which is secured by a Lien
on assets of any Credit Party other than (1) Indebtedness specified in Sections
6.1(c), (e), (f), (g), (j), (l), (m), (n) and (p) and (2) Guaranties permitted under
Section 6.1(b) to the extent that such Guaranties guaranty Indebtedness specified in
Sections 6.1 (c), (e), (f), (g), (j), (l), (m), (n) or (p) or would result in double
counting of the Indebtedness otherwise included in this ratio, to be less than 1.0
to 1.0.”



          (r) Schedule 1.2 of the Credit Agreement is hereby amended by replacing the limits for each of
the Acceptable Domestic or Foreign Account Debtors below with the corresponding amounts set forth
below:




     [REDACTED]



     3. Conditions to Effectiveness. (a) The provisions of Section 2 (other than
Sections 2(b) and 2(f)) of this Amendment shall not become effective until the date upon which all
of the following conditions precedent have been satisfied (such date, the “Effective
Date”):



          (i) the Administrative Agent shall have received counterparts of this Amendment which, when
taken together, bear the signatures of the Borrowers, each of the Guarantors and each of the
Required Lenders; and




          (ii) the Administrative Agent shall have received from the Borrowers (for the benefit of each
Lender that has executed and delivered to the Administrative Agent a counterpart to this Amendment
at or prior to 5:00pm (New York City time) on Tuesday, September 29, 2009) an amount equal to 0.25%
of each such consenting Lender’s Commitment (the “Amendment Fee”).




          (b) The provisions of Sections 2(b) and 2(f) of this Amendment shall not become effective
until the occurrence of both the Effective Date and the Qualifying Debt Securities Offering.
“Qualifying Debt Securities Offering” means the consummation of any public or private offer or
series of related offers of either (i) secured debt securities in any amount (other than Permitted
Refinancing Indebtedness and which for the avoidance of doubt, shall not include, without
limitation, project loans, slate film financings and other commercial loans) or (ii) unsecured debt
securities in the amount of at least $50,000,000 (other than Permitted Refinancing Indebtedness and
which for the avoidance of doubt, shall not include, without limitation, project loans, slate film
financings and other commercial loans), in either case, after the Effective Date by LGEC or by
LGEI (which may be guaranteed by LGEC and Subsidiaries, to the extent permitted under the Credit
Agreement, as amended by this Amendment).




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



          (a) after giving effect to this Amendment, the representations and warranties



6









 






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); and




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




     5. Fundamental Document. This Amendment is designated a Fundamental Document by the
Administrative Agent.



     6. Full Force and Effect. Except as expressly amended hereby, the Credit Agreement
(as previously amended) 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,” “this Credit Agreement,” “herein,” “hereafter,” “hereto,” “hereof” and words of similar
import shall mean, unless the context otherwise requires, the Credit Agreement as amended by this
Amendment. This Amendment shall not be construed as extending to any other matter, similar or
dissimilar, or entitling the Credit Parties to any future amendments regarding similar matters or
otherwise.



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



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



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



     10. Headings. The headings of this Amendment are for the purposes of reference only
and shall not affect the construction of this Amendment.



[Signatures Begin on Next Page]




7









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
duly authorized officers, all as of the date and year first above written.




	 	 	 	 	 
	 	BORROWERS:



LIONS GATE ENTERTAINMENT INC.

 	 
	 	By  	/s/ Wayne Levin
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIONS GATE UK LIMITED (formerly Redbus Film

Distribution Limited)

 	 
	 	By  	/s/ Wayne Levin
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LIONS GATE AUSTRALIA PTY LIMITED

 	 
	 	By  	/s/ Wayne Levin
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



15









 






	 	 	 	 	 



GUARANTORS:




ALL ABOUT US PRODUCTIONS INC.

ARIMA INC.

ARTISAN ENTERTAINMENT INC.

ARTISAN FILMED PRODUCTIONS, INC.

ARTISAN HOME ENTERTAINMENT INC.

ARTISAN PICTURES INC.

ARTISAN RELEASING INC.

BABE RUTHLESS PRODUCTIONS, LLC

BACKSEAT PRODUCTIONS, LLC

BASTER PRODUCTIONS, LLC

BD OPTICAL MEDIA, INC.

BLITZ DISTRIBUTION LIMITED

BLITZ FILMS LIMITED

BLUE MOUNTAIN STATE PRODUCTIONS CORP.

BURROWERS PRODUCTIONS INC.

CORNFIELD PRODUCTIONS, LLC

CRASH TELEVISION PRODUCTIONS INC.

CRASH 2 TELEVISION PRODUCTIONS INC.

CUPID PRODUCTIONS INC.

DANCING ELK PRODUCTIONS INC.

DEAD ZONE PRODUCTION CORP.

DEBMAR/MERCURY LLC

DEBMAR/MERCURY INTERNATIONAL LIMITED (UK)

DEBMAR/MERCURY (WW) PRODUCTIONS, LLC

DEBMAR STUDIOS INC.

DJM SERVICES INC.

DRESDEN FILES PRODUCTIONS CORP.

DRESDEN FILES PRODUCTIONS I CORP.

FEAR ITSELF PRODUCTIONS CORP.

FILM HOLDINGS CO.

FIVE DAYS PRODUCTIONS CORP.

GC FILMS, INC.

GC SHORT FILMS, INC.

HEART FRANK, INC.

HIGHER POST, LLC

HORSEMEN PRODUCTIONS, LLC

INVISIBLE CASTING INC.

JV1 ISH, LLC

ISH TELEVISION DEVELOPMENT, LLC

ISH PROJECTS, LLC

IWC PRODUCTIONS, LLC

KILL PIT PRODUCTIONS INC.




 









 





LANDSCAPE ENTERTAINMENT CORP.

LG HORROR CHANNEL HOLDINGS LLC

LG PICTURES INC.

LIONS GATE ENTERTAINMENT CORP.

LIONS GATE FILMS INC.

LIONS GATE FILMS OF PUERTO RICO, INC.

LIONS GATE FILMS PRODUCTIONS CORP./PRODUCTIONS FILMS

LIONS GATE S.A.R.F.

LIONS GATE HOME ENTERTAINMENT UK LIMITED (formerly

Redbus Home Entertainment Limited)

LIONS GATE INDIA, INC.

LIONS GATE MANDATE FINANCING VEHICLE, INC.

LIONS GATE MUSIC INC.

LIONS GATE MUSIC CORP.

LIONS GATE MUSIC PUBLISHING LLC

LIONS GATE ONLINE SHOP, INC.

LIONS GATE PENNSYLVANIA, INC.

LIONS GATE PICTURES UK LIMITED (formerly Redbus

Pictures Limited)

LIONS GATE RECORDS, INC.

LIONS GATE SPIRIT HOLDINGS, LLC

LIONS GATE TELEVISION DEVELOPMENT LLC

LIONS GATE TELEVISION INC.

LIONS GATE X PRODUCTIONS LLC

LUCKY 7 PRODUCTIONS CORP.

MANDATE PICTURES LLC

MANDATE INTERNATIONAL, LLC

MANDATE FILMS, LLC

MOTHER PRODUCTIONS CORP.

MQP, LLC

NGC FILMS, INC.

NURSE PRODUCTIONS, INC.

PEARL RIVER HOLDINGS CORP.

PGH PRODUCTIONS, INC.

PLANETARY PRODUCTIONS, LLC

PLAYLIST, LLC

POWER MONGERING DESPOT, INC.

PRODUCTION MANAGEMENT INC.

PROFILER PRODUCTIONS CORP.

PSYCHO PRODUCTIONS SERVICES CORP.

R & B PRODUCTIONS, INC.

SCREENING ROOM, INC.




 









 





	 	 	 	 	 
	 	SILENT DEVELOPMENT CORP.

SS3 PRODUCTIONS, INC.

SKILLPA PRODUCTIONS, LLC

TALK PRODUCTIONS CORP.

TED PRODUCTIONS, INC.

TERRESTRIAL PRODUCTIONS CORP.

TOUCH PRODUCTIONS CORP.

U.R.O.K. PRODUCTIONS INC.

VERDICT PRODUCTIONS, INC.

VESTRON INC.

WEEDS PRODUCTIONS INC.

WILDFIRE PRODUCTIONS INC.

WILDFIRE 2 PRODUCTIONS INC.

WILDFIRE 3 PRODUCTIONS INC.

WILDFIRE 4 PRODUCTIONS INC.

 	 
	 	By:  	/s/ Wayne Levin
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BLAIR WITCH FILM PARTNERS LTD.
 	 
	 	By:  	     Artisan Filmed Productions Inc.
 	 
	 	Its:    General Partner 	 
	 	 	 
	 	By:  	     /s/ Wayne Levin
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 







	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:




JPMORGAN CHASE BANK, N.A.

individually and as Administrative Agent

 	 
	 	By  	/s/ Kin W. Cheng
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:

Facsimile:
 	 
	 	 	 
	 	J.P. MORGAN EUROPE LTD, as UK Lender

 	 
	 	By  	/s/ Alastair Stevenson
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:


Facsimile:
 	 
	 
	 	WACHOVIA BANK, N.A.

individually and as Syndication Agent

 	 
	 	By  	/s/ Christine P. Ball
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:


Facsimile:
 	 
	 
	 	CITIBANK, N.A.

 	 
	 	By  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:


Facsimile:
 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Christian Bowers
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:


Facsimile:
 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By  	/s/ Tyler J. McCarthy
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:


Facsimile:
 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By  	/s/ Brian Stearns
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:

Attention:


Facsimile:
 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Shahid Kathrada
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:


Facsimile:
 	 
	 
	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

 	 
	 	By  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:

Attention:


Facsimile:
 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITY NATIONAL BANK

 	 
	 	By  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:

Attention:


Facsimile:
 	 
	 
	 	FIRST BANK

 	 
	 	By  	/s/ David C. Walker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


Attention:


Facsimile:
 	 
	 
	 	CALIFORNIA BANK & TRUST

 	 
	 	By  	/s/ Robert F. Edmonds
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:

Attention:


Facsimile:
 	 
	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By  	/s/ Richard Tripaldi
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:


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	 	NATIXIS

 	 
	 	By  	/s/ Nicolas Regent
 	 
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	 	MANUFACTURERS BANK

 	 
	 	By  	/s/ Maureen Kelly
 	 
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