Consent dated June 28, 2019 to Second Lien Loan Agreement among the Company, the lenders party thereto and Cortland Capital Market Services Inc. as Administrative and Collateral Agent

EX-10.4 7 tv525163_ex10-4.htm EXHIBIT 10.4

Exhibit 10.4

June 28, 2019

CONSENT

BY ELECTRONIC TRANSMISSION

Cinedigm Corp.

45 West 36^th Street, 7^th Floor

New York, NY 10018

Ladies and Gentlemen:

We refer to the Second Lien Loan Agreement, dated as of July 14, 2016 (as amended, amended and restated, supplemented or otherwise modified before the date hereof, the “Second Lien Loan Agreement”), among Cinedigm Corp. (the “Borrower”), certain Lenders, and Cortland Capital Market Services LLC, as Agent. Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Second Lien Loan Agreement.

Under Section 7.1(a) of the Second Lien Agreement, failure by the Borrower to pay (i) any principal of any Loan when the same becomes due and payable (whether at stated maturity, upon prepayment or otherwise), (ii) any interest payable under any Loan Document and such non-payment continues for a period of three (3) Business Days after the due date therefor or (iii) any fee under any Loan Document or any other Obligation (other than those set forth in the immediately preceding clauses (i) and (ii) above) and such non-payment continues for a period of five Business Days after the due date therefor shall constitute an Event of Default unless waived or consented to by the Required Lenders and the Agent (or by the Agent with the consent of the Required Lenders).

Upon the payment of all fees and expenses of counsel to the Lead Lender and the Agent due to such Lead Lender and Agent from the Borrower pursuant to Section 10.3 of the Second Lien Loan Agreement, Lenders hereby waive any default or Event of Default that result from the Borrower’s failure to pay the outstanding principal balance of the Loan, accrued and unpaid interest or any other Obligation on the Maturity Date. Such waiver will terminate on July 3, 2019 without any further notice to the Borrower.

Nothing contained in this letter agreement or any delay by the Agent or any Lender in exercising any rights, powers, privileges and remedies under the Second Lien Loan Agreement with respect to any Default or Events of Default now existing or hereafter arising under the Second Lien Loan Agreement or any of the other Loan Documents shall be construed as a waiver or modification of such rights, powers, privileges and remedies.

This letter agreement is a Loan Document. On and after the date hereof, each reference in the Second Lien Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Second Lien Loan Agreement, and each reference in the other Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement shall mean and be a reference to the Second Lien Loan Agreement as amended by this letter agreement.

	Sincerely yours,

	CORTLAND CAPITAL MARKET SERVICES LLC, as Agent

	By:	/s/ Matthew Trybula
		Name: Matthew Trybula
		Title: Associate Counsel

AGREED AND ACKNOWLEDGED:

CINEDIGM CORP.

By	/s/ Gary S. Loffredo
	Name:
	Title:

ADM CINEMA CORPORATION

By	/s/ Gary S. Loffredo
	Name:
	Title:

VISTACHIARA PRODUCTIONS, INC.

By	/s/ Gary S. Loffredo
	Name:
	Title:

VISTACHIARA ENTERTAINMENT, INC.

By	/s/ Gary S. Loffredo
	Name:
	Title:

CINEDIGM ENTERTAINMENT CORP.

By	/s/ Gary S. Loffredo
	Name:
	Title:

CINEDIGM ENTERTAINMENT HOLDINGS, LLC

By	/s/ Gary S. Loffredo
	Name:
	Title:

CINEDIGM HOME ENTERTAINMENT, LLC

By	/s/ Gary S. Loffredo
	Name:
	Title:

DOCURAMA, LLC

By	/s/ Gary S. Loffredo
	Name:
	Title:

DOVE FAMILY CHANNEL, LLC

By	/s/ Gary S. Loffredo
	Name:
	Title:

CINEDIGM OTT HOLDINGS, LLC

By	/s/ Gary S. Loffredo
	Name:
	Title:

CINEDIGM PRODUCTIONS, LLC

By	/s/ Gary S. Loffredo
	Name:
	Title:

	Ronald L. Chez IRA

	By:	/s/ Ronald L. Chez
		Name:
		Title:

	CHRIS AND JAMIE MCGURK LIVING TRUST

	By:	/s/ Christopher J. McGurk
		Name: Christopher J. McGurk
		Title: Trustee

	Millennium Trust Company, LLC, Custodian for the benefit of Patrick O’Brien, IRA

	By:	/s/ Elijah Radakovich
		Name: Elijah Radakovich
		Title: Supervisor – Alternative Operations

	Patrick O’Brien

	By:	/s/ Patrick O’Brien
		Name: Patrick O’Brien
		Title: Beneficiary of the Patrick O’Brien, IRA

	HACKETT FAMILY TRUST

	By:	/s/ Terry C. Hackett
		Name: Terry C. Hackett
		Title: Trustee

	Lotus Investors LLC

	By:	/s/ Gary Simon
		Name: Gary Simon
		Title: Managing Member

	Hedy Kleinman Marital Trust

	By:	/s/ Gary Simon
		Name: Gary Simon
		Title: Trustee

	Hudson Asset Partners LC

	By:	/s/ Gary Simon
		Name: Gary Simon
		Title: Manager

	UVE Partners LLC

	By:	/s/ Gary Simon
		Name: Gary Simon
		Title: Managing Member

	BlueMountain Credit Alternatives Master Fund L.P.

	By:	/s/ David O’Mara
		Name: David O’Mara
		Title: Deputy General Counsel

	BlueMountain Montenvers Master Fund SCA SICAV-SIF

	By:	/s/ David O’Mara
		Name: David O’Mara
		Title: Deputy General Counsel

	BlueMountain Logan Opportunities Master Fund L.P.

	By:	/s/ David O’Mara
		Name: David O’Mara
		Title: Deputy General Counsel

	BlueMountain Foinaven Master Fund L.P.

	By:	/s/ David O’Mara
		Name: David O’Mara
		Title: Deputy General Counsel

	BlueMountain Equity Alternatives Master Fund L.P.

	By:	/s/ David O’Mara
		Name: David O’Mara
		Title: Deputy General Counsel

	Wolverine Flagship Fund Trading Limited

	By:	/s/ Kenneth L. Nadel
		Name: Kenneth L. Nadel
		Title: Authorized Signatory

	PEAK6 Capital Management LLC

	By: PEAK6 Investments LLC, its member

	By:	/s/ Jay Coppoletta
		Name: Jay Coppoletta
		Title: Chief Corporate Development and Legal Officer