Amendment No. 2 to Credit, Security, Guaranty and Pledge Agreement among Lions Gate Entertainment, Lenders, and Agents

Summary

This amendment, dated May 30, 2001, modifies the existing Credit, Security, Guaranty and Pledge Agreement between Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc. (the Borrowers), their guarantors, and a group of lenders led by The Chase Manhattan Bank. The amendment updates certain financial covenants, investment limits, and allowable debtor amounts, and adds new acceptable obligors. It becomes effective once all required parties sign. All other terms of the original agreement remain in effect.

EX-10.22 5 o06310ex10-22.txt AMENDMENT 2 TO PLEDGE AGREEMENT Exhibit 10.22 AMENDMENT NO. 2 dated as of May 30, 2001 to the Credit, Security, Guaranty and Pledge Agreement dated as of September 25, 2000 among Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc. (together, the "Borrowers"), the Guarantors named therein, the Lenders referred to therein, The Chase Manhattan Bank, as Administrative Agent and as Issuing Bank for the Lenders (the "Agent"), National Bank of Canada as Canadian Facility Agent and Dresdner Bank AG as 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 Lenders and the Agent have agreed to amend the Credit Agreement, all on the terms and subject to the conditions hereinafter 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) Section 6.4 of the Credit Agreement is hereby amended by adding the following clause (xv) at the end thereof: "(xv) Investments in Christal Films Distribution Inc. and Christal Films Productions Inc. in an amount not to exceed U.S. $2,500,000 in the aggregate." (B) Section 6.7(a) of the Credit Agreement is hereby amended by inserting the following clause (vi) at the end thereof: "and (vi) sales of Product to Christal Films Distribution Inc. which have been produced using subsidies provided by Telefilm Canada, provided that the value of such Product does not exceed $1,000,000 in the aggregate." 1 (C) Section 6.15 of the Credit Agreement is hereby amended in its entirety to read as follows "SECTION 6.15. Overhead Expense. Permit the sum of (i) all aggregate allocated and unallocated overhead expenses of LGEC and its Consolidated Subsidiaries in any fiscal year plus (ii) the net Investment (which, for clarification, shall not include any transfer of Product) by any of the Credit Parties in Christal Films Distribution Inc. and Christal Films Productions Inc. to exceed (x) US$33,000,000 for the fiscal year ending March 31, 2001 and (y) thereafter, 110% of the maximum amount permitted for the immediately preceding fiscal year." (D) Schedule 1.2 (Acceptable Obligors/Allowable Amounts) to the Credit Agreement is hereby amended by increasing the Allowable Amount of the following Acceptable Obligors in the amount set forth opposite their names as set forth below:

2 (E) Section 1.2 (Acceptable Obligors/Allowable Amounts) to the Credit Agreement is further amended by adding the following Acceptable Obligors and their respective Allowable Amounts as set forth below:

Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to 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 (the date on which such condition has been satisfied being herein called the "Effective Date"). 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); and (B) 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. 3 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. 4 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. LIONS GATE ENTERTAINMENT INC. By: /s/ Marni Wieshofer ---------------------------------- Name: Marni Wieshofer Title: Chief Financial Officer GUARANTORS: LIONS GATE FILMS CORP. LIONS GATE FILMS INC. AVALANCHE HOME ENTERTAINMENT LLC. LIONS GATE MUSIC CORP. LIONS GATE FILMS PRODUCTION CORP./PRODUCTIONS FILMS LIONS GATE S.A.R.F. LIONS GATE TELEVISION CORP. 569147 B.C. LIMITED 408376 B.C. LIMITED LIONS GATE STUDIO MANAGEMENT LTD. LIONS GATE TELEVISION INC. LGE MERGER SUB INC. CINEPIX FILMS INC./FILMS CINEPIX INC. CINEPIX ANIMATION INC./ANIMATION CINEPIX INC. PRISONER OF LOVE PRODUCTIONS CORP. PSYCHO PRODUCTIONS SERVICES CORP. AM PSYCHO PRODUCTIONS, INC. SHUTTERSPEED PRODUCTIONS CORP. HIGHER GROUND PRODUCTIONS CORP. M WAYS PRODUCTIONS CORP. HIGH CONCEPT PRODUCTIONS INC. LG PICTURES INC. TRIMARK PICTURES, INC, TRIMARK HOLDINGS, INC. CIVIL PRODUCTIONS, INC. TRIMARK TELEVISION INC. 5 TRIMARK MUSIC, INC. FRAILTY PRODUCTIONS, INC. By: /s/ Marni Wieshofer ---------------------------- Name: Marni Wieshofer Title: Chief Financial Officer LENDERS: THE CHASE MANHATTAN BANK, individually and as Administrative Agent By: /s/ Edmond DeForest ---------------------------- Name: Edmond DeForest Title: Vice President NATIONAL BANK OF CANADA individually and as Canadian Agent By: /s/ Michel Comeau ---------------------------- Name: Michel Comeau Title: Directeur De Comptes DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES individually and as Syndication Agent By: /s/ Laura G. Fazio /s/ Brian E. Haughney ---------------------------- ------------------------------ Name: Laura G. Fazio, Name: Brian E. Haughney Title: Director Title: Vice President UNION BANK OF CALIFORNIA By: ---------------------------- Name: Title: 6 BNP-PARIBAS By: --------------------------------- Name: Title: WESTDEUTSCHE LANDESBANK By: /s/ Lucie L. Guernsey --------------------------------- Name: Lucie L. Guernsey Title: Director By: /s/ Pascal Kabemba --------------------------------- Name: Pascal Kabemba Title: Associate Director THE BANK OF NOVA SCOTIA By: /s/ Alan Pendergast --------------------------------- Name: Alan Pendergast Title: Managing Director FLEET NATIONAL BANK By: /s/ Jillian A. Nelson --------------------------------- Name: Jillian A. Nelson Title: Associate U.S. BANK By: /s/ Joan F. Stigliano --------------------------------- Name: Joan F. Stigliano Title: Vice President 7 VEREINS-UND WESTBANK AG By: /S/ Gugel /S/ Schwab ---------------------------------------- Name: Gugel Schwab Title: Vice President Vice President BANQUE INTERNATIONALE A LUXEMBOURG By: /S/ ---------------------------------------- Name: Title: THE FUJI BANK LTD. By: ---------------------------------------- Name: Title: ISRAEL DISCOUNT BANK OF NEW YORK By: ---------------------------------------- Name: Title: NATEXIS BANQUE-BFCE By: /S/ Peyman Parhami ---------------------------------------- Name: Peyman Parhami Title: Assistant Vice President By: /S/ Bennett C. Pozil ---------------------------------------- Name: Bennett C. Pozil Title: Vice President & Group Manager 8 FAR EAST NATIONAL BANK By: --------------------------------- Name: Title: IMPERIAL BANK By: --------------------------------- Name: Title: THE CHASE MANHATTAN BANK, TORONTO BRANCH By: /s/ Christine Chan --------------------------------- Name: Christine Chan Title: Authorized Representative By: /s/ Drew McDonald --------------------------------- Name: Drew McDonald Title: Authorized Representative 9