exv10w71






EXHIBIT 10.71



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. 2 TO CREDIT AGREEMENT




     AMENDMENT NO. 2 dated as of November 24, 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) The definition of “Borrowing Base” in Article 1 of the Credit Agreement is hereby amended
by renumbering the current sub-clause (xv) as sub-clause “(xvi)” and inserting the following new
sub-clause (xv):




          “(xv) amounts outstanding under the PA Loan that are not supported by Cash or Cash Equivalents
deposited into the Cash Collateral Account pursuant to Section 11.5, minus”




          (b) Section 11.5 of the Credit Agreement is hereby amended by adding the following sentence to
the end thereof:





     “Amounts deposited into the Cash Collateral Account by the Borrowers pursuant to this
Section 11.5 may be invested by the Borrowers in Cash, Cash Equivalents or any debt
securities, including, without limitation, the purchase of Convertible Senior Subordinated
Notes; provided, however, that (a) any such purchase of Convertible Senior
Subordinated Notes by the Borrowers shall not be considered an “Investment” hereunder,
(b) Section 10.4 of this Agreement shall apply to any Convertible Senior
Subordinated Notes purchased pursuant to this Section 11.5 as if such Convertible
Senior Subordinated



 









 







Notes were “Pledged Securities”, and (c) if the Borrowers purchase
Convertible Senior Subordinated Notes pursuant to this Section 11.5, then the
Borrowers will do all such things as are reasonably necessary to perfect the Administrative
Agent’s lien in such Convertible Senior Subordinated Notes including, without limitation,
either (i) delivering the originals of the certificated securities to the Administrative
Agent or (ii) entering into a securities account control agreement with respect to such
securities in form and substance reasonably satisfactory to the Administrative Agent.”



          (c) Schedule 1.2 of the Credit Agreement is hereby amended by adding [REDACTED] to the list of
Acceptable Domestic Account Debtors as follows:




Acceptable Domestic Account Debtors



 





     [REDACTED]



     3. Conditions to Effectiveness. The provisions of Section 2 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 November 24, 2009) an amount equal to 0.125% of each
such consenting Lender’s Commitment (the “Amendment Fee”).




     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); 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



2









 







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]




3









 





     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: Wayne Levin
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LIONS GATE UK LIMITED (formerly Redbus 	 	 
	 	 	Film Distribution Limited)	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Wayne Levin
 

Name: Wayne Levin
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LIONS GATE AUSTRALIA PTY LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Wayne Levin
 

Name: Wayne Levin
	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Amendment No. 2]




 









 





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.

BACKSEAT PRODUCTIONS, LLC

BASTER PRODUCTIONS, LLC

BD OPTICAL MEDIA, INC.

BLUE MOUNTAIN STATE PRODUCTIONS CORP.

BURROWERS PRODUCTIONS INC.

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 (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.

ISH PROJECTS, LLC

ISH TELEVISION DEVELOPMENT, LLC

IWC PRODUCTIONS, LLC

JV1 ISH, LLC

KILL PIT PRODUCTIONS INC.

LANDSCAPE ENTERTAINMENT CORP.

LG HORROR CHANNEL HOLDINGS LLC

LG PICTURES INC.

LIONS GATE ENTERTAINMENT CORP.

LIONS GATE FILMS INC.




[Signature Page to Amendment No. 2]




 









 





LIONS GATE FILMS PRODUCTIONS CORP./PRODUCTIONS 

     FILMS LIONS GATE S.A.R.F.

LIONS GATE INDIA, INC.

LIONS GATE MANDATE FINANCING VEHICLE, INC.

LIONS GATE MUSIC CORP.

LIONS GATE MUSIC INC.

LIONS GATE MUSIC PUBLISHING LLC

LIONS GATE ONLINE SHOP INC.

LIONS GATE PENNSYLVANIA, INC.

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 FILMS, LLC

MANDATE INTERNATIONAL, LLC

MANDATE PICTURES 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.

SKILLPA PRODUCTIONS, LLC

SS3 PRODUCTIONS, INC.

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.




[Signature Page to Amendment No. 2]




 









 





WILDFIRE PRODUCTIONS INC.

WILDFIRE 2 PRODUCTIONS INC.

WILDFIRE 3 PRODUCTIONS INC.

WILDFIRE 4 PRODUCTIONS INC.




	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Wayne Levin
 	 
	 	 	Name:  	Wayne Levin 	 
	 	 	Title:  	 	 
	 



	 	 	 
	 

	 	BLAIR WITCH FILM PARTNERS LTD.
	 

	 	By: Artisan Filmed Productions Inc.
	 

	 	Its: General Partner






	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Wayne Levin
 	 
	 	 	Name:  	Wayne Levin 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 	 	individually and as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Kin Cheng
 

Name: Kin Cheng
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

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

	 	By
	 	/s/ Kin Cheng
 

Name: Kin Cheng 


Title:
	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 






[Signature Page to Amendment No. 2]




 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, N.A.	 	 
	 	 	individually and as Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Christine Ball
 

Name: Christine Ball
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas P. Garry
 

Name: Thomas P. Garry
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Shahid Kathrada
 

Name: Shadid Kathrada
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	THE GOVERNOR AND COMPANY OF THE 

BANK OF IRELAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Geoff Marchant
 

Name: Geoff Marchant
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 






[Signature Page to Amendment No. 2]




 









 





	 	 	 	 	 	 	 
	 	 	CITY NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Norman B. Starr
 

Name: Norman B. Starr
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	CALIFORNIA BANK & TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert F. Edmonds
 

Name: Robert F. Edmonds
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	ISRAEL DISCOUNT BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ David Acosta
 

Name: David Acosta
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	MANUFACTURERS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Maureen Kelly
 

Name: Maureen Kelly
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Facsimile:	 	 






[Signature Page to Amendment No. 2]