exv10w1



 






Exhibit 10.1





AMENDMENT NO. 5 dated as of March 31, 2005 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, 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 Borrowers have informed the Agent that they, directly or indirectly, intend to sell
certain of their Canadian assets to Maple Pictures Corp. (“Maple”), including (x) their equity
interest in certain Canadian Subsidiaries, (y) distribution rights and copyrights in certain items
of Product and (z) the majority of their equity interests in Christal Films Distribution Inc. In
connection with the sale of these assets, Lions Gate Films Corp. will acquire a minority interest
in Maple consisting of common and preferred shares of Maple, and Lions Gate Entertainment Inc. will
enter into a library distribution agreement and an output agreement with Maple for the distribution
of films for which the Borrowers control distribution rights in Canada (the foregoing transaction,
“Maple Transaction”).



     The Borrowers have requested certain amendments to the Credit Agreement to, among other
things, permit them to enter into and perform their obligations in connection with the Maple
Transaction, to eliminate the Canadian Dollar Facility and to increase the U.S. Dollar Revolving
Credit Facility by US$15,000,000 and 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
the Effective Date (as hereinafter defined) as follows:



     (A) Article 1 of the Credit Agreement is hereby amended by adding the following definitions in
the appropriate alphabetical sequences:




“ ‘Maple’ shall mean Maple Pictures Corp., a corporation incorporated pursuant to the laws
of Canada.”




“Maple Transaction” shall mean (i) the sale of (x) the equity interests owned, directly or
indirectly, by the Borrowers in certain of their Canadian Subsidiaries, (y) distribution
rights and copyrights in certain items of Product and (z) the majority of the Borrowers’
equity interests in Christal Films Distribution Inc. and (ii) the entering into of a library
distribution agreement and an output agreement with Maple, pursuant to documentation in form
and substance reasonably acceptable to the Administrative Agent.



     (B) Article 1 of the Credit Agreement is hereby further amended by replacing the dollar amount
US$200,000,000 with the dollar amount US$215,000,000 in the definition of “U.S. Dollar Revolving
Credit Facility”.



     (C) Article 1 of the Credit Agreement is hereby further amended by deleting each of the
following terms in their entirety: “Canadian Agent”, “Canadian Clearing Account”, “Canadian Dollar
Cash Collateral Account”, “Canadian Dollar Credit Commitment”, “Canadian Dollar Equivalent”,
“Canadian Dollar Facility”, “Canadian Dollar Lenders”, “Canadian Dollar Loans”, “Canadian Dollar
Note”, “Canadian Dollars”, “Canadian L/C Exposure”, “Canadian Plan”, “Canadian Prime Rate”, and
“Canadian Prime Rate Loan”. The Credit Agreement is amended in its entirety by deleting all
references to such terms in each place they occur.



     (D) Sections 2.3 and 2.4 of the Credit Agreement are deleted in their entirety and all
references thereto are deleted each place they occur. The heading of Sections 2.3 is hereby
amended by deleting the phrase “Canadian Dollar Loans” and replacing it with the phrase “Not
Used.”. The heading of Section 2.4 of the Credit Agreement is hereby amended by deleting the
phrase “Bankers’ Acceptances” and replacing it with the phrase “Not Used.”.



     (E) Section 6.4 of the Credit Agreement is hereby amended by adding a new clause (xvii) at the
end thereof that reads as follows:




“(xvii) Investments in Maple consisting of 10 shares of the common stock of Maple
(representing 10% of the common stock of Maple outstanding at the closing of the Maple
Transaction) and $2,000,000 Canadian Dollars of Class A convertible preferred shares of
Maple which shares are being issued to Lions Gate Films Corp. as part of the Maple
Transaction.”



     (F) Section 6.7(a) is hereby amended to add the following subclause (vii) after subclause (vi)
appearing therein that reads as follows:



     “the sale of assets and the capital stock of certain Canadian Subsidiaries as part of the



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     Maple Transaction.”



     (G) Section 6.15 of the Credit Agreement is hereby amended by replacing the dollar amount
“US$50,000,000” appearing in clause (x) thereof with the dollar amount “US$60,000,000”.



     (H) The Credit Agreement is further amended to cancel the Canadian Dollar Credit Commitment of
JPMorgan Chase Bank, National Association in the amount of US$15,000,000 and to increase its U.S.
Dollar Revolving Credit Commitment by the same amount.



     Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject
to the satisfaction of all of the following conditions precedent (the date on which all such
conditions have been satisfied being herein called the “Effective Date”):



     (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 the Required Lenders;



     (B) the Agent shall have received and be satisfied with final versions of all documentation to
be executed in connection with the Maple Transaction; and



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




     (C) 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. 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. Upon the Borrower’s
reasonable request and at the sole expense of the Credit Parties, the Agent shall execute and
deliver such terminations of security interest, intercreditor agreements, or other documentation
necessary to give effect to the Maple Transaction.



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     Section 6. Fundamental Documents. This Amendment is designated a Fundamental Document
by the Agent.



     Section 7. 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 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 9. 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.



     Section 10. 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 11. 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.




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



	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	 	 	LIONS GATE ENTERTAINMENT CORP.
	

	 	By	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	LIONS GATE ENTERTAINMENT INC.
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 





	 	 	 
	

	 	GUARANTORS:
	 
	 	 
	

	 	408376 B.C. LIMITED
	

	 	AM PSYCHO PRODUCTIONS, INC.
	

	 	ATTRACTION PRODUCTIONS LLC
	

	 	BLUE PRODUCTIONS INC.
	

	 	CINEPIX ANIMATION INC./ANIMATION CINEPIX INC.
	

	 	CINEPIX FILMS INC./FILMS CINEPIX INC.
	

	 	CONFIDENCE PRODUCTIONS, INC.
	

	 	COVEN PRODUCTIONS CORP.
	

	 	CUBE FORWARD PRODUCTIONS CORP.
	

	 	CUT PRODUCTIONS INC.
	

	 	DEAD ZONE PRODUCTION CORP.
	

	 	DEVILS REJECTS, INC.
	

	 	FINAL CUT PRODUCTIONS CORP.
	

	 	FIVE DAYS PRODUCTIONS CORP.
	

	 	FRAILTY PRODUCTIONS, INC.
	

	 	HIGH CONCEPT PRODUCTIONS INC.
	

	 	HYPERCUBE PRODUCTIONS CORP.
	

	 	KING OF THE WORLD PRODUCTIONS LLC
	

	 	LC PRODUCTIONS CORP.
	

	 	LG PICTURES INC.
	

	 	LIONS GATE FILMS CORP.
	

	 	LIONS GATE FILMS DEVELOPMENT CORP.
	

	 	LIONS GATE FILMS INC.
	

	 	LIONS GATE FILMS PRODUCTIONS CORP./PRODUCTIONS FILMS
	

	 	LIONS GATE S.A.R.F.






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	 	LIONS GATE MUSIC CORP.
	

	 	LIONS GATE RECORDS, INC.
	

	 	LIONS GATE STUDIO MANAGEMENT LTD.
	

	 	LIONS GATE TELEVISION CORP.
	

	 	LIONS GATE TELEVISION (ONTARIO) CORP.
	

	 	LIONS GATE TELEVISION DEVELOPMENT LLC
	

	 	LIONS GATE TELEVISION INC.
	

	 	LUCKY 7 PRODUCTIONS CORP.
	

	 	MISSING PRODUCTIONS CORP.
	

	 	MISSING PRODUCTIONS I CORP.
	

	 	MISSING PRODUCTIONS II CORP.
	

	 	MOTHER PRODUCTIONS CORP.
	

	 	M WAYS PRODUCTIONS CORP.
	

	 	M WAYS II PRODUCTIONS CORP.
	

	 	PLANETARY PRODUCTIONS, LLC
	

	 	PRESSURE PRODUCTIONS CORP.
	

	 	PRISONER OF LOVE PRODUCTIONS CORP.
	

	 	PROFILER PRODUCTIONS CORP.
	

	 	PSYCHO PRODUCTIONS SERVICES CORP.
	

	 	SHUTTERSPEED PRODUCTIONS CORP.
	

	 	TERRESTRIAL PRODUCTIONS CORP.
	

	 	VOID PRODUCTIONS CORP.
	

	 	WEEDS PRODUCTIONS INC.
	

	 	WIDOW PRODUCTIONS CORP.
	

	 	WILDFIRE PRODUCTIONS INC.
	

	 	WRITERS ON THE WAVE
	

	 	3F SERVICES, 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.
	

	 	BD OPTICAL MEDIA, INC.
	

	 	BL DISTRIBUTION CORP.
	

	 	CAVE PRODUCTIONS, INC.
	

	 	FHCL, LLC
	

	 	FILM HOLDINGS CO.
	

	 	FUSION PRODUCTIONS, INC.
	

	 	LANDSCAPE ENTERTAINMENT CORP.
	

	 	POST PRODUCTION, INC.
	

	 	PUNISHER PRODUCTIONS, INC.
	

	 	SCREENING ROOM, INC.







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	 	 	SILENT DEVELOPMENT CORP.
VESTRON INC.
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BLAIR WITCH FILM PARTNERS LTD.
	

	 	By:
	 	Artisan Filmed Productions Inc.
	

	 	Its:
	 	General Partner
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	Name:
	

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

	 	By
	 	 
	 	 	Name:
	 	 	Title:
	 	 	Address:      277 Park Avenue
                      16th Floor,
                       New York, NY 10172
	 	 	Attention:     Garrett Verdone
	 	 	Facsimile:      (212) 899-2893







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	 	 	BANK LEUMI USA
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	BNP PARIBAS
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	CITY NATIONAL BANK
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:







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	 	 	FLEET NATIONAL BANK
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	ISRAEL DISCOUNT BANK OF NEW YORK
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	JP MORGAN CHASE BANK, TORONTO BRANCH, individually
and as Canadian Agent
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:






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	 	 	MANUFACTURERS BANK
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	SOCIETE GENERALE
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	THE LEWIS HORWITZ ORGANIZATION, a division of
Imperial Capital Bank
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:







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	 	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	WESTLB AG (formerly Westdeutsche Landesbank

Girozentrale), NEW YORK BRANCH
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:
	 
	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND PLC
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:






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	 	 	GRAYSON & CO.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:
	

	 	 	 	Address:
	

	 	 	 	Attention:
	

	 	 	 	Facsimile:







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