exv10w1



 






Exhibit 10.01





AMENDMENT NO. 7 dated as of October 17, 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 “Administrative 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 Borrowers have informed the Administrative Agent and the Lenders that Lions Gate
Entertainment Inc., directly or indirectly, intends to purchase all of the Equity Interests of
Redbus Film Distribution Limited and Redbus Pictures Limited in exchange for total consideration of
approximately $28,000,000 in cash and the equivalent of approximately US$7,000,000 in shares of
common stock of Lions Gate Entertainment Corp. The Borrowers have also informed the Administrative
Agent and the Lenders that while the Redbus Transaction will comply with the limitation on
acquisitions contained in Section 6.7(b)(iii) of the Credit Agreement, they are concerned that
certain aspects of the Redbus Transaction may necessitate modifications to various other provisions
of the Credit Agreement.



     The Borrowers have therefore requested certain amendments to the Credit Agreement to, among
other things, (i) modify certain provisions of the Credit Agreement other than Section 6.7(b)(iii),
(ii) make a $10,000,000 portion of the Credit Facility available for borrowing by the UK Borrower
(as hereinafter defined) in either U.S. Dollars or Sterling, and (iii) revise Section 6.17 of the
Credit Agreement to replace the Leverage Ratio by the Senior Leverage Ratio defined herein, and the
Lenders and the Administrative 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:




‘Borrower’ shall mean LGEC and LGEI, except that with respect to the UK
Loans, Borrower shall mean the UKBorrower.




‘Redbus’ shall mean Redbus Distribution and Redbus Pictures.




‘Redbus Distribution’ shall mean Redbus Film Distribution Limited, a private
company limited by shares incorporated in England and Wales.




‘Redbus Pictures’ shall mean Redbus Pictures Limited, a private company
limited by shares incorporated in England and Wales.




‘Redbus Transaction’ shall mean the purchase by LGEI of 100% of the Equity
Interests of Redbus in exchange for approximately $28,000,000 in cash (of which a
portion shall be loaned by LGEI to Redbus Distribution to refinance pre-existing
indebtedness owed to the selling shareholders or their affiliates (the “Redbus
Loan”) and the remainder of which shall be paid directly to the selling
shareholders) and the equivalent of approximately US$7,000,000 in shares of common
stock of LGEC.




‘Senior Leverage Ratio’ shall have the meaning given such term in Section
6.17 hereof.




‘Sterling’ and ‘£’ shall mean lawful money of the United Kingdom of
Great Britain and Northern Ireland.




‘Sterling Clearing Account’ shall mean such Sterling denominated account of
the Administrative Agent as may be designated by the Administrative Agent from time
to time.




‘Sterling Credit Commitment’ shall mean the commitment of the Sterling
Lender to make Sterling Loans from the Initial Date applicable to the Sterling
Lender through the Commitment Termination Date up to an aggregate amount at any one
time outstanding, not in excess of an amount in Sterling, the U.S. Dollar Equivalent
of which is equal to the UK Sublimit, as such amount may be reduced from time to
time in accordance with the terms of this Credit Agreement.



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‘Sterling Eurodollar Loan’ shall mean a Sterling Loan based on the Sterling
LIBO Rate in accordance with the provisions of Article 2 hereof.




‘Sterling Facility’ shall mean a revolving credit facility providing for the
making of Sterling Loans to the UK Borrower in accordance with the Sterling Credit
Commitment.




‘Sterling Interest Rate Type’ shall have the meaning given to such term in
Section 2.21(d) hereof.




‘Sterling Lender’ shall mean (i) JPMorgan Chase Bank, National Association,
and (ii) any assignee of a Sterling Lender pursuant to Section 13.3 hereof.




‘Sterling LIBO Rate’ shall mean shall mean, with respect to the Interest
Period for a Sterling Eurodollar Loan, an interest rate per annum equal to the BBA
Interest Settlement Rate per annum at which deposits in Sterling are offered in
London, England to prime banks in the London interbank market for such Interest
Period as displayed on Telerate Screen page 3750 as of 11:00 a.m. (London time) two
Business Days before the first day of such Interest Period in an amount
substantially equal to the Administrative Agent’s portion of such Sterling
Eurodollar Loan comprising part of such Borrowing to be outstanding during such
Interest Period. Telerate Screen page 3750 means the display designated as page
3750 on the Dow Jones Telerate Service (or such other page as may replace page 3750
on that service or such other service as may be nominated by the BBA as the
information vendor for the purpose of displaying BBA Interest Settlement Rates for
Sterling). If such rate does not appear on Telerate Screen page 3750 on any
relevant date for the determination of the Sterling LIBO Rate, the Sterling LIBO
Rate shall be an interest rate equal to the rate per annum of the average (rounded
upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is
not such a multiple) of the rate per annum at which deposits in Sterling are offered
to the principal office of the Administrative Agent in London, England by prime
banks in the London interbank market at 11:00 a.m. (London time) two Business Days
before the first day of such Interest Period in an amount substantially equal to the
Sterling Eurodollar Loan comprising part of such Borrowing to be outstanding during
such Interest Period.




‘Sterling Loans’ shall mean the loans made hereunder denominated in Sterling
in accordance with Section 2.21.




‘Sterling Note’ shall have the meaning assigned to it in Section 2.5(c)
hereof.




‘Sterling Prime Rate’ shall mean the rate of interest per annum in effect
from time to time that is equal to the Sterling prime rate of the Administrative
Agent, being the rate of interest publicly announced by it from time to time as its
reference rate then in effect for determining interest rates for commercial loans in
Sterling made by the Administrative Agent in the United Kingdom.”



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‘UK Borrower’ shall mean Redbus Distribution or such other party to this
Credit Agreement that is a Subsidiary of LGEC or LGEI designated in writing by LGEC
or LGEI.




‘U.S. Eurodollar Loan’ shall mean a Loan based on the LIBO Rate in
accordance with the provisions of Article 2.




‘UK Loans’ shall mean U.S. Dollar Revolving Credit Loans made to the UK
Borrower in accordance with Section 2.1(a) hereof and/or Sterling Loans, as
applicable.




‘UK Sublimit’ shall mean $10,000,000.”



     (B) Article 1 is hereby further amended by replacing the definitions of “Applicable Margin”,
“Eurodollar Loans”, “Guarantors”, “Lender”, “Loan”, “Note”, “Revolving Credit Commitment”,
“Revolving Credit Facility”, “Revolving Credit Loans”, “Revolving Credit Notes” “Total Revolving
Credit Commitment”, “U.S. Dollar Equivalent” and “U.S. Dollar Revolving Credit Commitment”
contained therein in its entirety with the following, respectively:




‘Applicable Margin’ shall mean (i) in the case of U.S. Dollar Revolving
Credit Loans that are Alternate Base Rate Loans, 1.75% per annum, (ii) in the case
of U.S. Revolving Credit Loans that are Eurodollar Loans, 2.75% per annum, (iii) in
the case of Sterling Prime Rate Loans, 1.75% per annum and (iv) in the case of
Sterling Eurodollar Loans, 2.75% per annum.




‘Eurodollar Loan’ shall mean a U.S. Eurodollar Loan and/or a Sterling
Eurodollar Loan, as the context may require.




‘Guarantors’ shall mean (i) LGEC with respect to the Obligations of LGEI and
the UK Borrower, (ii) LGEI with respect to the Obligations of LGEC and the UK
Borrower, (iii) all the other entities listed on Schedule 3.7(a) and Schedule 1.3
hereto and any other direct or indirect Subsidiary of a Credit Party acquired or
created after the date hereof, which Subsidiary becomes a signatory to this Credit
Agreement as a Guarantor as required by Section 5.17 with respect to the obligations
of all of the Borrowers and (iv) Redbus Pictures and Redbus Home Entertainment
Limited and any other Subsidiaries of Redbus acquired or created after the date
hereof, which Subsidiary becomes a signatory to this Credit Agreement as a Guarantor
as required by Section 5.17 with respect to the obligations of the UK Borrower;
provided, however, that for the sake of clarification, no
Unrestricted Subsidiary or Inactive Subsidiary shall be a Guarantor hereunder;
provided, further, that neither AFI nor AFI II shall be considered a
Guarantor under this Credit Agreement until such time as a Credit Party acquires a
controlling equity or membership interest in AFI or AFI II, as applicable;
provided, further, that neither Redbus nor any of its Subsidiaries
shall be considered Guarantor of the Obligations of LGEI or LGEC hereunder.”




‘Lender’ and ‘Lenders’ shall mean the Sterling Lender and/or the
U.S. Dollar Lenders, as applicable.



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‘Loan or ‘Loans’ shall mean the Sterling Loans and/or the U.S.
Dollar Loans, as applicable.




‘Note’ or ‘Notes’ shall mean the U.S. Dollar Revolving Credit Notes
and/or the Sterling Note and/or the Term Notes, as applicable.




‘Revolving Credit Commitment’ shall mean the U.S. Dollar Revolving Credit
Commitment and the Sterling Credit Commitment.




‘Revolving Credit Facility’ shall mean a five year revolving credit facility
of US$215,000,000 consisting of a U.S. Dollar Revolving Credit Facility pursuant to
which U.S. Dollar Revolving Credit Loans in an aggregate amount not to exceed
US$215,000,000 outstanding at any one time may be made to LGEI or the UK Borrower by
the U.S. Dollar Lenders; provided that a portion of such Loans up to a
maximum amount in Sterling, the U.S. Dollar Equivalent of which is equal to the UK
Sublimit, may be made in Sterling to the UK Borrower by the Sterling Lender; and
further provided, that the sum of the aggregate amount of U.S. Dollar
Revolving Credit Loans outstanding to the UK Borrower plus the U.S. Dollar
Equivalent of the Sterling Loans outstanding at any one time to the UK Borrower
shall not exceed the UK Sublimit.




‘Revolving Credit Loans’ shall mean the U.S. Dollar Revolving Credit Loans
and the Sterling Loans.




‘Revolving Credit Notes’ shall mean the U.S. Dollar Revolving Credit Note
and the Sterling Note.




‘Total Revolving Credit Commitment’ shall mean the Total U.S. Dollar
Revolving Credit Commitment.




‘U.S. Dollar Equivalent’ shall mean on any Business Day (i) with respect to
any amount which is denominated in Sterling, the amount in U.S. Dollars determined
by converting Sterling into U.S. Dollars at the Administrative Agent’s noon spot
rate in effect on the preceding Business Day and (ii) with respect to any amount
that is denominated in a currency other than U.S. Dollars and Sterling, the amount
in U.S. Dollars determined by converting such other currency into U.S. Dollars at
the Administrative Agent’s noon spot rate in effect on such Business Day, as
determined by the Administrative Agent; provided, however, the
Administrative Agent may, in its sole discretion adjust the U.S. Dollar Equivalent
for any currency other than U.S. Dollars and Sterling to reflect any hedging
agreement in effect.




‘U.S. Dollar Revolving Credit Commitment’ shall mean the Commitment of each
U.S. Dollar Lender to make U.S. Dollar Revolving Credit Loans, to participate in
Letters of Credit and to purchase Sterling Loans from the Sterling Lender from the
Initial Date applicable to such Lender through the Commitment Termination Date up to
an aggregate amount at any one time outstanding not in excess of the amount set
forth (i) opposite its name in the Schedule of Commitments appearing



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in Schedule 1.1. hereto or (ii) in any applicable Assignment and Acceptance(s) to
which it may be a party, as the case may be, as such amount may be reduced from time
to time in accordance with the terms of this Credit Agreement.”



     (C) The Credit Agreement is further amended by deleting the definition of “Leverage Ratio”
from Article 1 and replacing the term “Leverage Ratio” with the term “Senior Leverage Ratio” at
each other place where it appears in the Credit Agreement.



     (D) The definition of “Borrowing Base” appearing in Article 1 of the Credit Agreement is
hereby amended to add a new clause (x) at the end of the proviso at the end of such definition to
read as follows:



          “(x) the portion of the Borrowing Base attributable to items of Product, Eligible Receivables,
Other Domestic Receivables, Other Foreign Receivables or any other items owned by Redbus or its
Subsidiaries, in the aggregate, shall not exceed the lesser of (A) the UK Sublimit or (B) the
amount of Loans outstanding to the UK Borrower.”




     (E) The last sentence of the definition of “Collateral” appearing in Article 1 of the Credit
Agreement is hereby amended in its entirety to read as follows:




“Notwithstanding the foregoing or any contrary provision herein or in any other
Fundamental Document, Collateral shall not include (i) the Excluded Assets or (ii)
more than 65% of the issued and outstanding shares in Redbus.”



     (F) The definition of “Pledged Securities” appearing in Article 1 of the Credit Agreement is
hereby amended to add a new proviso at the end of such definition to read as follows:




“; provided however that the Pledged Securities shall not include (i) more than 65%
of the issued and outstanding shares in Redbus or (ii) any shares in any Subsidiary
of Redbus.”



     (G) Article 2 of the Credit Agreement is hereby amended by adding Section 2.21 to the end
thereof as follows:




     “SECTION 2.21 Sterling Loans.




     (a) Sterling Lender agrees upon the terms and subject to the conditions hereof, to make
loans of Sterling (the “Sterling Loans”) to the UK Borrower on any Business Day and
from time to time from the Closing Date to but excluding the Commitment Termination Date, in
a principal amount which when added to the aggregate principal amount of all Sterling Loans
then outstanding to the UK Borrower does not exceed the Sterling Credit Commitment.




     (b) Notwithstanding anything to the contrary above, the Sterling Lender shall not be
obligated to make any Sterling Loan if, as a result thereof, either (A) the sum of the
aggregate principal amount of all U.S. Dollar Loans then outstanding plus the then
current L/C Exposure plus the U.S. Dollar Equivalent of the aggregate principal
amount



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of all Sterling Loans then outstanding plus the unused portion of the Special
Production Tranche for all Designated Pictures which have not yet been Completed would
exceed either (i) the Total Revolving Credit Commitment or (ii) the Borrowing Base or (B)
the sum of the aggregate principal amount of all U.S. Dollar Loans to the UK Borrower then
outstanding plus the U.S. Dollar Equivalent of the aggregate principal amount of all
Sterling Loans then outstanding would exceed the UK Sublimit.




     (c) Subject to the terms and conditions of this Credit Agreement, at any time prior to
the Commitment Termination Date, UK Borrower may borrow, repay and re-borrow amounts
constituting the Sterling Credit Commitments.




     (d) Each Sterling Loan shall be either a Sterling Prime Rate Loan or Sterling
Eurodollar Loan (each such type of Loan, an “Sterling Interest Rate Type”) as UK
Borrower may request. Subject to Section 2.12(d), each Sterling Lender may at its option
fulfill its Sterling Credit Commitment with respect to any Eurodollar Loan by causing a
foreign branch or affiliate to make such Sterling Loan, provided that any exercise of such
option shall not affect the obligation of UK Borrower to repay such Sterling Loan in
accordance with the terms hereof and of the relevant Sterling Note. Subject to the other
provisions of this Section, Section 2.9(b) and Section 2.13, Sterling Loans of more than one
Interest Rate Type may be outstanding at the same time.




     (e) UK Borrower shall give the Administrative Agent prior written, facsimile or
telephonic (promptly confirmed in writing) notice of each Borrowing hereunder. Each such
notice shall be irrevocable and to be effective, must be received by the Administrative
Agent not later than 12:00 noon, New York City time (i) in the case of Sterling Prime Rate
Loans, on the second Business Day preceding the date on which such Loan is to be made and
(ii) in the case of Eurodollar Loans, on the third Business Day preceding the date on which
such Loan is to be made and shall specify the amount of the proposed Borrowing and the date
thereof (which shall be a Business Day). Such notice shall specify (A) the amount of the
requested Sterling Loan, (B) the date on which such Sterling Loan is to be made (which shall
be a Business Day) and (C) whether the Sterling Loan then being requested is to be (or what
portion or portions thereof are to be) a Sterling Prime Rate Loan or a Eurodollar Loan and
the Interest Period or Interest Periods with respect thereto in the case of Eurodollar
Loans. In the case of a Eurodollar Loan, if no election of an Interest Period is specified
in such notice, such notice shall be deemed a request for an Interest Period of one month.
If no election is made as to the Interest Rate Type of any Sterling Loan, such notice shall
be deemed a request for a Sterling Prime Rate Loan.




     (f) If at any time an Event of Default shall occur and be continuing, then each U.S.
Dollar Lender shall, immediately upon notice from the Administrative Agent, purchase from
the Sterling Lender an undivided participation interest in the Sterling Loans in an amount
equal to its Pro Rata Share (determined with respect to the U.S. Dollar Revolving Credit
Commitments) of the Sterling Loans. Upon request, each U.S. Dollar Lender shall promptly
transfer to the Sterling Lender, in immediately available funds, U.S. Dollars in an amount
equal to the U.S. Dollar Equivalent of its participation interest. Each Credit Party
consents to the foregoing and agrees, to the extent it may



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effectively do so under Applicable Law, that any Lender acquiring such participation
pursuant to the foregoing may exercise against the applicable Credit Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of such Credit Party in the amount of such participation.




     (g) Notwithstanding any provision to the contrary in this Credit Agreement, UK Borrower
shall not, in any notice of borrowing under this Section 2.3 request any Eurodollar Loan
which, if made, would result in an aggregate of more than five (5) separate Eurodollar Loans
of any Sterling Lender being outstanding hereunder at any one time. For purposes of the
foregoing, Eurodollar Loans having Interest Periods commencing or ending on different days
shall be considered separate Eurodollar Loans.




     (h) The aggregate amount of any Borrowing under the Sterling Facility consisting of
Eurodollar Loans shall be in a minimum aggregate principal amount of £500,000 or such
greater amount which is an integral multiple of £100,000 and the aggregate amount of any
Borrowing under the Sterling Facility consisting of Sterling Prime Rate Loans shall be in a
minimum aggregate principal amount of £500,000 (or such lesser amount as shall equal the
available but unused portion of the Sterling Credit Commitment then in effect) or such
greater amount which is an integral multiple of £100,000.



     (H) Section 2.1(a) of the Credit Agreement is hereby amended to insert the phrase “or the UK
Borrower” immediately after the term “LGEI” each place it appears in such section.



     (I) Section 2.1(g) of the Credit Agreement is hereby amended to add the following sentence at
the end of the existing text:




“Each notice of Borrowing under this section shall also specify whether the U.S. Dollar
Revolving Credit Loan then being requested is to be made to LGEI or to the UK Borrower.
If no such specification is made, such notice shall be deemed a request for a U.S.
Dollar Revolving Credit Loan to LGEI.”



     (J) Section 2.1 of the Credit Agreement is hereby further amended to add a new Section 2.1(l)
at the end of the existing text to read as follows:




     “(l) Notwithstanding anything to the contrary above, a U.S. Dollar Lender shall not
be obligated to make any U.S. Dollar Revolving Credit Loan or to incur any incremental
L/C Exposure if, as a result thereof, the sum of the aggregate principal amount of all
U.S. Dollar Loans then outstanding plus the then current L/C Exposure
plus the U.S. Dollar Equivalent of the aggregate principal amount of all
Sterling Loans then outstanding plus the unused portion of the Special
Production Tranche for all Designated Pictures which have not yet been Completed would
exceed either (i) the Total Revolving Credit Commitment or (ii) the Borrowing Base.
Furthermore, a U.S. Dollar Lender shall not be obligated to make any U.S. Dollar
Revolving Credit Loan to the UK Borrower if, as a result thereof, the sum of the
aggregate principal amount of all U.S. Dollar Loans to the UK Borrower then outstanding
plus the U.S.



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Dollar Equivalent of the aggregate principal amount of all Sterling Loans then
outstanding would exceed the UK Sublimit.”



     (K) Section 2.5(c) of the Credit Agreement is hereby amended in its entirety to read as
follows:




     “(c) The Sterling Lender may request that the Sterling Loans made by the Sterling
Lender hereunder be evidenced by a promissory note substantially in the form of Exhibit
A-4 hereto (each a “Sterling Note”). In such event the Borrowers shall prepare
a Sterling Note in the face amount of the Sterling Lender’s Sterling Credit Commitment,
payable to the order of the Sterling Lender, duly executed on behalf of the UK Borrower
and dated as of the date hereof. The outstanding principal balance of each Sterling
Loan shall be payable in full on the Maturity Date, subject to mandatory prepayment as
provided in Section 2.8 hereof and acceleration as provided in Article 7 hereof.”



     (L) Section 2.6(a) of the Credit Agreement is hereby amended to add an additional sentence at
the end of the existing text to read as follows:




“The Administrative Agent acknowledges that Sterling is an ‘other foreign currency
acceptable to the Administrative Agent’ for the issuance of Letters of Credit in
accordance with the first sentence of this Section 2.6(a).”



     (M) Section 2.6 of the Credit Agreement is hereby further amended to add a new Section 2.6(n)
at the end of the existing text to read as follows:




     “(n) Notwithstanding anything to the contrary above, LGEI shall not request, and
the Issuing Bank shall not issue, any Letter of Credit if, after giving effect thereto,
the sum of the aggregate principal amount of all U.S. Dollar Loans then outstanding
plus the then current L/C Exposure plus the U.S. Dollar Equivalent of
the aggregate principal amount of all Sterling Loans then outstanding plus the
unused portion of the Special Production Tranche for all Designated Pictures which have
not yet been Completed would exceed either (i) the Total Revolving Credit Commitment or
(ii) the Borrowing Base.”



     (N) Section 2.7(b) of the Credit Agreement is hereby amended to replace the term “Eurodollar
Loan” by the term “U.S. Eurodollar Loan” each place it appears.



     (O) Section 2.7(c) of the Credit Agreement is hereby amended in its entirety to read as
follows:




“(c) In the case of a Sterling Prime Rate Loan, interest shall be payable at a rate per
annum (computed on an actual number of days elapsed over a year of 365 days) equal to
the Sterling Prime Rate plus the Applicable Margin. Interest shall be payable in
arrears on each Sterling Prime Rate Loan on each applicable Interest Payment Date and at
maturity.”



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     (P) Section 2.7 of the Credit Agreement is hereby amended by adding the following subsection
(f) to there end thereof:




“(f) In the case of a Sterling Eurodollar Loan, interest shall be payable at a rate per
annum (computed on the basis of the actual number of days elapsed over a year of 360
days) equal to the Sterling LIBO Rate plus the Applicable Margin for Sterling Eurodollar
Loans. Interest shall be payable on each Sterling Eurodollar Loan on each applicable
Interest Payment Date and on the Maturity Date. The Administrative Agent shall
determine the applicable Sterling LIBO Rate for each Interest Period as soon as
practicable on the date when such determination is to be made in respect of such
Interest Period and shall promptly notify the Borrowers and the Lenders of the
applicable interest rate so determined. Such determination shall be conclusive absent
manifest error.”



     (Q) Section 2.9(a) of the Credit Agreement is hereby amended to insert the following at the
end of clause (i) thereof: “plus the U.S. Dollar Equivalent of the aggregate principal amount of
all Sterling Loans then outstanding.”



     (R) Subsection (ii) of Section 2.10(a) of the Credit Agreement is hereby amended in its
entirety to read “(ii) for all Sterling Prime Rate Loans, at 2.0% in excess of the rate then in
effect for Sterling Prime Rate Loans and”



     (S) Section 2.10(b) of the Credit Agreement is hereby amended in its entirety to read as
follows:




“(b) In the event, and on each occasion, that on or before the day on which the LIBO
Rate or Sterling LIBO Rate for a Eurodollar Loan, as applicable, is to be determined as
set forth herein, (i) the Administrative Agent shall have received notice from any U.S.
Dollar Lender or the Administrative Agent shall have received notice from the Sterling
Lender of such Lender’s determination (which determination, absent manifest error, shall
be conclusive) that Dollar deposits in an amount equal to the principal amount of such
Lender’s Eurodollar Loan are not generally available in the London Interbank Market or
that the rate at which such Dollar are being offered will not adequately and fairly
reflect the cost to such Lender of making or maintaining the principal amount of such
Lender’s Eurodollar Loan during the applicable Interest Period or (ii) the
Administrative Agent shall have determined that reasonable means do not exist for
ascertaining the applicable LIBO Rate or Sterling LIBO Rate, as applicable, the
Administrative Agent shall, as soon as practicable thereafter, give written or facsimile
notice of such determination by such Lender or the Administrative Agent, to the
Borrowers and the Lenders and any request by the Borrowers for a Eurodollar Loan
pursuant to Section 2.1 or Section 2.21 or conversion to or continuation as a Eurodollar
Loan pursuant to Section 2.11, made after receipt of such notice and until the
circumstances giving rise to such notice no longer exist, shall be deemed to be a
request for an Alternate Base Rate Loan in the case of a U.S. Dollar Revolving Credit
Loan and a Sterling Prime Rate Loan in the case of a Sterling Loan; provided,
however, that in the circumstances described in



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clause (i) above, such deemed request shall only apply to the affected Lender’s portion
thereof.”



     (T) Section 2.11 of the Credit Agreement is hereby amended in its entirety to read as follows:




     “SECTION 2.11 Continuation and Conversion of Loans and Bankers’ Acceptances.
The Borrowers shall have the right (i) at any time to convert any Eurodollar Loan or
portion thereof to an Alternate Base Rate Loan or a Sterling Prime Rate Loan, as applicable,
or to continue any Eurodollar Loan or portion thereof for a successive Interest Period and
(ii) at any time to convert any Alternate Base Rate Loan or Sterling Prime Rate Loan, as
applicable, or portion thereof to a Eurodollar Loan, subject to the following:




     (a) the Borrowers shall give the Administrative Agent prior written, facsimile or
telephonic (promptly confirmed in writing) notice of at least three (3) Business Days of
each continuation or conversion hereunder; such notice shall be irrevocable and to be
effective, must be received by the Administrative Agent on the day required not later than
2:00 p.m. New York City time in the case of any U.S. Dollar Loan or 12:00 Noon New York City
time in the case of any Sterling Loan;




     (b) no Event of Default or Default shall have occurred and be continuing at the time of
any conversion to a Eurodollar Loan or continuation of a Eurodollar Loan into a subsequent
Interest Period;




     (c) the aggregate principal amount of Loans continued as, or converted to, Eurodollar
Loans as part of the same continuation or conversion, shall be in a minimum amount of
US$1,000,000 or the U.S. Dollar Equivalent thereof or in such greater amount which is an
integral multiple of US$100,000 or the U.S. Dollar Equivalent thereof;




     (d) Intentionally omitted;




     (e) if fewer than all U.S. Dollar Loans at the time outstanding shall be continued or
converted, such continuation or conversion shall be made pro rata among the U.S. Dollar
Lenders in accordance with the respective Percentage of the principal amount of such Loans
held by such Lenders immediately prior to such continuation or conversion;




     (f) no Alternate Base Rate Loan or Sterling Prime Rate Loan (or portion thereof) may be
converted to a Eurodollar Loan and no Eurodollar Loan may be continued as a Eurodollar Loan
if, after such conversion or continuation, and after giving effect to any concurrent
prepayment of U.S. Dollar Loans or Sterling Loans, as applicable, an aggregate of more than
ten (10) separate Eurodollar Loans would be outstanding under Revolving Credit Facility (for
purposes of determining the number of such Loans outstanding, Loans with different Interest
Periods shall be counted as different Eurodollar Loans even if made on the same date);



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     (g) Intentionally omitted;




     (h) the Interest Period with respect to a new Eurodollar Loan effected by a
continuation or conversion shall commence on the date of such continuation or conversion;




     (i) if a Eurodollar Loan is converted to an Alternate Base Rate Loan or a Sterling
Prime Rate Loan, as applicable, other than on the last day of the Interest Period with
respect thereto, the amounts required by Section 2.12 shall be paid upon such conversion;




     (j) accrued interest on a Eurodollar Loan (or portion thereof) being converted to an
Alternate Base Rate Loan or a Sterling Prime Rate Loan, as applicable, shall be paid by the
Borrowers at the time of conversion; and




     (k) each request for a continuation as, or conversion to, a Eurodollar Loan which fails
to state an applicable Interest Period shall be deemed to be a request for an Interest
Period of one month.




     (l) Intentionally omitted;




     (m) Intentionally omitted;




     (n) Intentionally omitted;




     In the event that the Borrowers shall not give notice to continue or convert any
Eurodollar Loan, as provided above, such Loan shall automatically be (x) in the case of a
Sterling Loan, converted to a Sterling Prime Rate Loan in the Administrative Agent’s
discretion and (y) in the case of a U.S. Dollar Loan, (i) continued as a Eurodollar Loan
with an Interest Period of one month or (ii) converted to an Alternate Base Rate Loan, at
the expiration of the then current Interest Period or maturity date, as applicable, at the
Administrative Agent’s discretion. The Administrative Agent shall, after it receives notice
from either of the Borrowers, promptly give the U.S. Dollar Lenders or the Sterling Dollar
Lenders, as applicable, notice of any continuation, rollover or conversion.



     (U) Subsection (b) of Section 2.12 of the Credit Agreement is hereby amended to insert “(A)”
prior to LGEI in the first line thereof, to replace “LGEI” with “the applicable Borrower”, and to
replace clause (ii) in the first sentence thereof in its entirety with the following:




“(ii) any U.S. Eurodollar Loan, in whole or in part, upon at least three Business Days’
written, telephonic (promptly confirmed in writing) or telegraphic notice, in the
principal amount of U.S.$1,000,000 or such greater amount which is an integral multiple
of U.S.$500,000 and (B) the UK Borrower shall have the right at its option at any time
and from time to time to prepay (i) any Sterling Prime Rate Loan, in whole or in part,
upon at least one Business Day’s written, telephonic (promptly confirmed in writing) or
telegraphic notice, in the principal amount of £500,000 or



12









 







such greater amount which is an integral multiple of £100,000 and (ii) any Sterling
Eurodollar Loan, in whole or in part, upon at least three Business Days’ written,
telephonic (promptly confirmed in writing) or telegraphic notice, in the principal
amount of £500,000 or such greater amount which is an integral multiple of £100,000.”



     (V) Subsections (g), (h), (i) and (j) of Section 2.12 of the Credit Agreement are hereby
amended in their entirety to read as follows:




“(g) If at any time the sum of the aggregate principal amount of all U.S. Dollar Loans
then outstanding plus the then current L/C Exposure plus the U.S. Dollar
Equivalent of the aggregate principal amount of all Sterling Loans then outstanding,
exceeds the Borrowing Base as set forth on such Borrowing Base Certificate, the
Borrowers shall within ten (10) days after the due date of such Borrowing Base
Certificate prepay outstanding Revolving Credit Loans or deposit Cash Equivalents in the
Cash Collateral Accounts to the extent necessary to eliminate such excess. If at any
time the sum of the aggregate principal amount of all U.S. Dollar Loans to the UK
Borrower then outstanding plus the U.S. Dollar Equivalent of the aggregate principal
amount of all Sterling Loans then outstanding would exceed the UK Sublimit, the UK
Borrower shall promptly prepay outstanding Revolving Credit Loans or deposit Cash
Equivalents in the Cash Collateral Accounts to the extent necessary to eliminate such
excess.




(h) Simultaneously with each termination and/or mandatory or optional reduction of the
Total U.S. Dollar Revolving Credit Commitment pursuant to Section 2.9, the Borrowers
shall pay to the Administrative Agent (for the benefit of the Lenders) the amount, if
any, by which the sum of the aggregate outstanding principal amount of the U.S. Dollar
Loans plus the U.S. L/C Exposure plus the unused portion of the Special
Production Tranche for all Designated Pictures for which Loans have been made to LGEI
which have not yet been Completed plus the U.S. Dollar Equivalent of the
aggregate outstanding principal amount of the Sterling Loans exceeds the sum of the
reduced Total U.S. Dollar Credit Commitments plus all accrued and unpaid
interest thereon plus the Commitment Fees on the amount of the Total U.S. Dollar
Credit Commitment so terminated or reduced through the date thereof. To the extent
there is outstanding U.S. L/C Exposure at the time of any optional or mandatory
termination of the Total U.S. Dollar Revolving Credit Commitment, the Borrowers shall
deliver to the Administrative Agent Cash Equivalents in an amount equal to the full
amount of the U.S. L/C Exposure or furnish other security acceptable to the Required
Revolving Credit Lenders.




(i) If on any day on which the Loans would otherwise be required to be prepaid but for
the operation of this Section 2.12(i) (each a “Prepayment Date”), the amount of
such required prepayment exceeds the then outstanding aggregate principal amount of
Sterling Loans which consist of Sterling Prime Rate Loans or U.S. Dollar Loans that
constitute Alternate Base Rate Loans, and no Default or Event of Default is then
continuing, then on such Prepayment Date the Borrowers may, at their option, deposit
Sterling or U.S. Dollars, as the case may be, with the Administrative Agent or



13









 







into the U.S. Dollar Cash Collateral Account, as appropriate, in an amount equal to such
excess. If the Borrowers make such deposit then (i) only the outstanding Sterling Prime
Rate Loans or Alternate Base Rate Loans shall be required to be prepaid on such
Prepayment Date and (ii) on the last day of each Interest Period with respect to any
Eurodollar Loan, in effect after such Prepayment Date, the Administrative Agent is
irrevocably authorized and directed to apply such Sterling funds so deposited with the
Administrative Agent or funds from U.S. Dollar Cash Collateral Account, if any, (and
liquidate investments held in such cash collateral account as necessary), as
appropriate, to prepay Eurodollar Loans for which the Interest Period is then ending
until the aggregate of such prepayments equals the prepayment which would have been
required on such Prepayment Date but for the operation of this Section 2.12(i).




(j) Unless otherwise designated in writing by the Borrowers, all prepayments shall be
applied to the applicable principal payment set forth in this Section 2.12, first to
that amount of such applicable principal payment then maintained as Alternate Base Rate
Loans, second, to that amount of such applicable principal payment then maintained as
Sterling Prime Rate Loans and then to that amount of such applicable principal payment
maintained as Eurodollar Loans in order of the scheduled expiry of Interest Periods with
respect thereto.”



     (W) Section 2.13 of the Credit Agreement is hereby amended to change each reference to “U.S.
Dollar Lender” to include both U.S. Dollar Lenders and the Sterling Lender.



     (X) Section 2.14 of the Credit Agreement is hereby amended to change each reference to
“Alternative Base Rate Loan” to include both Alternate Base Rate Loans and Sterling Prime Rate
Loans.



     (Y) Subsections (a), (c), (d) and (e) Section 2.16 of the Credit Agreement are hereby amended
in their entirety to read as follows:




“(a) If the net amount of any payment received by the Administrative Agent in respect of
the Sterling Loans hereunder, after such amount has (in the case of an amount received
in a currency other than Sterling and/or received outside the United Kingdom) been
converted into Sterling and transferred to London in accordance with normal banking
procedures, is less than the amount otherwise then due and owing by the UK Borrower to
the Sterling Lender hereunder, or if the Administrative Agent is unable to immediately
convert and transfer any such amount as aforesaid, then UK Borrower agrees as a separate
obligation to the Sterling Lender to indemnify the Sterling Lender against the loss
incurred by reason of such shortfall or delay to the extent but only to the extent such
shortfall or delay is due to (i) the application of any exchange controls or similar
laws and regulations or (ii) the fact that such amount was received in a currency other
than Sterling; and if the amount of Sterling thus received by the Administrative Agent,
after such conversion, exceeds the amount otherwise then due and owing, the
Administrative Agent shall apply such excess to prepay any Loans until the Sterling
Loans issued to the UK Borrower shall have been reduced to zero, and thereafter shall
remit any further excess to the UK Borrower.



14









 






(c) If any amount is withheld or any deduction is made or if under Applicable Law any
amount is required to be withheld or any deduction is required to be made from any
payment by or on behalf of the UK Borrower to the Administrative Agent in connection
with the Sterling Loans by any taxing authority or Governmental Authority of any
jurisdiction inside or outside the United Kingdom in connection with any stamp tax,
withholding tax, deposit requirement, duty or otherwise imposed under any Applicable
Law, guideline or order in effect in such jurisdiction, or if any Sterling Lender
becomes liable for any other tax imposed under the Applicable Law of any jurisdiction in
connection with the Sterling Loans (other than any tax payable in respect of the income
of the Sterling Lender), (i) the UK Borrower agrees, as a separate obligation to the
Sterling Lender, that it will pay such additional amounts as may be necessary so that
after making all required withholdings and deductions (including withholdings and
deductions applicable to additional sums payable under this Section), and after the
payment of any required taxes, the Sterling Lender receives an amount equal to the sum
it would have received had no such amounts been required to be deducted or withheld and
no such taxes required to be paid; (ii) the UK Borrower shall make all such required
withholdings and deductions; (iii) the UK Borrower shall pay the full amount withheld or
deducted to the relevant taxation authority or other authority in accordance with
Applicable Law; and (iv) the UK Borrower shall forward to the Sterling Lender or the
Administrative Agent (as the case may be) the official tax receipts or other
documentation in respect of the amounts withheld or deducted. In addition, the UK
Borrower shall indemnify the Sterling Lender and the Administrative Agent for any
additional withholding taxes or deductions paid by such Sterling Lender or the
Administrative Agent, as the case may be, or any liability (including penalties and
interest) arising therefrom or with respect thereto, whether or not such additional
withholding taxes or deductions were correctly or legally asserted.




(d) In the event that the Sterling Lender receives a refund of or credit for taxes
withheld or paid pursuant to clause (b) of this Section, which credit or refund is
identifiable by the Sterling Lender as being a result of taxes withheld or paid in
connection with sums payable hereunder or under any other Fundamental Document, the
Sterling Lender shall promptly notify the Administrative Agent and the UK Borrower and
shall remit, if no Event of Default has occurred and is continuing, to the UK Borrower
the amount of such refund or credit allocable to payments made hereunder or under any
other Fundamental Document.




(e) Notwithstanding anything to the contrary herein, the Sterling Lender represents and
warrants that, as of the Closing Date, the Sterling Lender is entitled to receive any
payments under this Agreement without deduction or withholding of any United Kingdom
income taxes.”



     (Z) Section 2.17 of the Credit Agreement is hereby deleted in its entirety and replaced with
the phrase “Intentionally omitted.”



     (AA) Section 2.19(b) of the Credit Agreement is hereby amended in its entirety to read as
follows:



15









 






“(b) All payments of principal and interest by the UK Borrower in respect of any
Sterling Loans shall be to the Sterling Lender. All payments by the UK Borrower
hereunder and under the Sterling Note shall be made without offset or counterclaim in
Sterling in immediately available funds to the Administrative Agent at its account for
Sterling for credit to the Sterling Clearing Account no later than 12:00 noon, New York
City time, on the date on which such payment shall be due. Any payment received at such
office after such time shall be deemed received on the following Business Day



     (BB) Section 5.17 of the Credit Agreement is hereby amended by adding the following sentence
at the end thereof:




“Notwithstanding the foregoing, the Borrower may acquire 100% of the Equity Interests in
Redbus without Redbus or any of its Subsidiaries pledging 100% of their stock, so long
as certificates representing 65% of the shares of the capital stock of Redbus become
part of the Pledged Securities hereunder and are delivered to the Administrative Agent
together with stock powers for each such certificate executed in blank.”



     (CC) Section 6.1 of the Credit Agreement is hereby amended by adding the following clause (q)
at the end thereof to read as follows:




“(q) Indebtedness not to exceed £3,962,582 owing to the former shareholders of Redbus or
their affiliates which was outstanding at the time of LGEI’s purchase of Redbus.”



     (DD) Clause (ix) of Section 6.3 of the Credit Agreement is hereby amended by adding the phrase
“ and pursuant to the Share Purchase Agreement among Redbus Group Limited, Redbus Distribution,
LGEI and LGEC, dated as of October 17, 2005” to the end thereof.



     (EE) Clause (v) of Section 6.4 of the Credit Agreement is hereby amended by adding the phrase
“excluding inter-company advances by any Credit Party to Redbus and its Subsidiaries in the
aggregate in excess of the sum of US$ 10,000,000 plus the Redbus Loan, but including inter-company
advances by Redbus or any of its Subsidiaries to any Credit Party” to the end thereof.



     (FF) Clause (viii) of Section 6.4 of the Credit Agreement is hereby amended in its entirety to
read as follows:




“(viii) Investments of any Credit Party in its existing Subsidiaries that are Credit
Parties (other than Redbus and its Subsidiaries) and the acquisition or creation of new
Subsidiaries in accordance with Sections 6.7(b) and 6.32 hereof,”



     (GG) Section 6.4 of the Credit Agreement is further amended by adding a new clause (xviii) at
the end of the existing text, to read as follows:




“(xviii) conversion of the Redbus Loan to equity in Redbus,”



16









 





     (HH) Section 6.12 of the Credit Agreement is hereby amended by inserting the phrase “,
provided however, that for the purpose of determining compliance with this Section 6.12, Redbus and
its Subsidiaries shall be considered not to be Credit Parties” at the end of the existing text.



     (II) Section 6.17 of the Credit Agreement is hereby amended in its entirety to read as
follows:




“SECTION 6.17 Senior Leverage Ratio. Permit the ratio (the “Senior Leverage
Ratio”) of (i) the sum, determined as of the end of each rolling four-quarter period
indicated below, of Consolidated Senior Debt plus Off-Balance Sheet Commitments plus the
remaining estimated cost to Complete all items of Product in production (without
double-counting any amounts included in Off Balance Sheet Commitments) less all
Off-Balance Sheet Receivables and Borrowing Base credits which relate to items of
Product which are the subject of such Off-Balance Sheet Commitments or estimated cost to
Complete for items of Product in production (but not more with respect to any particular
Picture than the related amount of Off-Balance Sheet Commitments and/or estimated cost
to complete) to (ii) Consolidated Net Income plus non-cash charges (e.g., amortization
of capitalized film costs and financing costs), for each such rolling four-quarter
period, to be above 1.5 to 1.



     (JJ) Section 6.27 is hereby amended to add a new clause at the end of the existing text to
read as follows: “or (d) operating accounts of Redbus and its Subsidiaries maintained at Coutts &
Co.”



     (KK) Section 6.32 of the Credit Agreement is hereby amended by adding the following sentence
at the end thereof:




“Notwithstanding the foregoing, the Borrower may acquire 100% of the Equity Interests in
Redbus without Redbus or any of its Subsidiaries pledging 100% of their stock, so long
as certificates representing 65 % of the shares of the capital stock of Redbus become
part of the Pledged Securities hereunder and are delivered to the Administrative Agent
together with stock powers for each such certificate executed in blank.”



     (LL) Section 13.3 is hereby amended to add a new subsection (k) at the end of the existing
text to read as follows:




“Notwithstanding any other provision of this Agreement and so long as no Event of
Default shall have occurred and be continuing, no portion of the Sterling Credit
Commitment may be assigned to any Person if interest payable to such person will be
subject to withholding, unless consented to by the Borrowers.”



     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”); provided,
however that solely for the purposes of the amendments to Section 6.17 of the Credit
Agreement contained herein the Effective Date shall be deemed to be September 30, 2005:



17









 





     (A) the receipt by the Administrative Agent of counterparts of this Amendment which, when
taken together, bear the signatures of the Borrowers, each Guarantor, the Administrative Agent and
the Required 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 Administrative Agent) due and payable by
any Credit Party to the Administrative Agent and/or the Lenders;



     (D) the concurrent consummation of the Redbus Transaction; and



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



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



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



     Section 5. Fees. The Borrowers agree to pay the Administrative Agent for the account
of each of the Lenders who executes this Agreement by September 29, 2005, a fee equal to 0.10% of
the aggregate Commitment of each such Lender under the Credit Agreement.



     Section 6. Further Assurances. At any time and from time to time, upon the
Administrative 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 Administrative Agent reasonably deems necessary to effect the purposes
of this Amendment.



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



18









 





     Section 9. Ratification By Guarantors. Each of the Guarantors hereby (i) acknowledges,
confirms and ratifies their obligations under the guarantee(s) contained within the Credit
Agreement, and (ii) agrees that the term “Obligations” as used and defined in such guarantee(s),
includes, without limitation, the indebtedness, liabilities and obligations of the UK Borrower
under the Credit Agreement as modified hereby, it being understood however, that Redbus Pictures
and Redbus Home Entertainment Limited are only guaranteeing the Obligations of the UK Borrower and
that neither Redbus nor any of its Subsidiaries is guaranteeing any of the Obligations of LGEI or
LGEC.



     Section 10. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 11. 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 12. Expenses. The Borrowers agree to pay all out-of-pocket expenses incurred
by the Administrative 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
Administrative Agent.



     Section 13. 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.



19









 





     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:  	 	 
	 
	 	REDBUS FILM DISTRIBUTION LIMITED

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GUARANTORS:	 
	 
	 	3 WISE GUYS PRODUCTIONS INC.

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.

CUT PRODUCTIONS INC.

DEAD ZONE PRODUCTION CORP.

DEVILS REJECTS, INC.

FINAL CUT PRODUCTIONS CORP.

FIVE DAYS PRODUCTIONS CORP.

FRAILTY PRODUCTIONS, INC.	 




20









 





	 	 	 	 	 
	 	GC FILMS, 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.

LIONS GATE MUSIC CORP.

LIONS GATE RECORDS, INC.

LIONS GATE STUDIO MANAGEMENT LTD.

LIONS GATE TELEVISION DEVELOPMENT LLC

LIONS GATE TELEVISION INC.

LUCKY 7 PRODUCTIONS CORP.

MOTHER PRODUCTIONS CORP.

NGC FILMS, INC.

PLANETARY PRODUCTIONS, LLC

PROFILER PRODUCTIONS CORP.

PSYCHO PRODUCTIONS SERVICES CORP.

REDBUS PICTURES LIMITED

REDBUS HOME ENTERTAINMENT LIMITED

SCARLETT, LLC

TERRESTRIAL PRODUCTIONS CORP.

WEEDS PRODUCTIONS INC.

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.	 




21









 





	 	 	 	 	 
	 	LANDSCAPE ENTERTAINMENT CORP.

POST PRODUCTION, INC.

PUNISHER PRODUCTIONS, INC.

SCREENING ROOM, INC.

SILENT DEVELOPMENT CORP.

VESTRON INC.	 
	 
	 	 	 
	 	By:  	                                              /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BLAIR WITCH FILM PARTNERS LTD.

 	 
	 	By:  	Artisan Filmed Productions Inc.
 	 
	 	Its: 	General Partner 	 
	 	 	 	 
	 	By:  	                                              /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	


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

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



22









 






	 	 	 	 	 
	 	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: 	 	 



23









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A. (as successor by merger to

Fleet National Bank)

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



24









 






	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

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

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  		 
	 	 	Address:	 	 
	 	 	Attention:	 	 
	 	 	Facsimile: 	 	 
	 
	 	IMPERIAL CAPITAL BANK ENTERTAINMENT FINANCE, 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: 	 	 



25









 






	 	 	 	 	 
	 	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: 	 	 



26









 






EXHIBIT A-4




FORM OF STERLING NOTE





			
	[£_________]	 	New York, New York
as of October __, 2005









     FOR VALUE RECEIVED, REDBUS FILM DISTRIBUTION LIMITED, a private company limited by shares
incorporated in England and Wales (the “Obligor”), DOES HEREBY PROMISE TO PAY to the order
of [Sterling Lender] (the “Lender”) at the office of JPMorgan Chase Bank, National
Association, a national banking association, at 1111 Fannin, 10th Floor, Houston, Texas 77002, in
lawful money of the United Kingdom, in immediately available funds, the principal amount of
_________ STERLING (£______), or the aggregate unpaid principal amount of all Sterling Loans (as
defined in the Credit Agreement referred to below) made by the Lender to the Obligor pursuant to
said Credit Agreement, whichever is less, on such date or dates as is required by said Credit
Agreement, and to pay interest on the unpaid principal amount from time to time outstanding
hereunder, in like money, at such office and at such times as set forth in said Credit Agreement.



     The Obligor and any and all sureties, guarantors and endorsers of this Note and all other
parties now or hereafter liable hereon severally waive grace, demand, presentment for payment,
protest, notice of any kind (including, but not limited to, notice of dishonor, notice of protest,
notice of intention to accelerate or notice of acceleration) and diligence in collecting and
bringing suit against any party hereto and agree to the extent permitted by applicable law (i) to
all extensions and partial payments, with or without notice, before or after maturity, (ii) to any
substitution, exchange or release of any security now or hereafter given for this Note, (iii) to
the release of any party primarily or secondarily liable hereon, and (iv) that it will not be
necessary for any holder of this Note, in order to enforce payment of this Note, to first institute
or exhaust such holder’s remedies against the Obligor or any other party liable hereon or against
any security for this Note. The nonexercise by the holder of any of its rights hereunder in any
particular instance shall not constitute a waiver thereof in that or any subsequent instance.



     This Note is one of the Sterling Notes referred to in that certain Amended and Restated
Credit, Security, Guaranty and Pledge Agreement dated as of September 25, 2000, as amended and
restated as of December 15, 2003 of (as the same may be amended, supplemented or otherwise
modified, renewed or replaced from time to time, the “Credit Agreement”) among the Obligor,
the other Borrowers and Guarantors referred to therein, the Lenders referred to therein and
JPMorgan Chase Bank, National Association, a national banking association, as Administrative Agent
and Issuing Bank, and is entitled to the benefits of, and is secured by the security interests
granted in the Credit Agreement and the other security documents and guarantees referred to and
described therein, which among other things, contains provisions for optional and mandatory
prepayment and for acceleration of the maturity hereof upon the occurrence of certain events, all
as provided in the Credit Agreement.



 









 





     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK.



	 	 	 	 	 
	 	REDBUS FILM DISTRIBUTION LIMITED

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	 	 	 	 	 	Payments	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Unpaid Principal	 	 	Name of Person	 
	Date	 	Amount of Loan	 	 	Principal	 	 	Interest	 	 	Balance of Note	 	 	Making Notation	 
	 
 
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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