Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 8, 2016, among Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Successor Issuer”), LG FinanceCo Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Issuer”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer and the Trustee have heretofore executed an indenture, dated as of October 27, 2016 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”), initially in the aggregate principal amount of $520,000,000;
WHEREAS, the Successor Issuer and the Issuer have resolved that the Issuer shall wind-up and dissolve pursuant to Section 314 of theBusiness Corporations Act(British Columbia) and, in connection with such dissolution, the Issuer shall transfer and assign all of its assets and liabilities to the Successor Issuer;
WHEREAS, Section 5.02 of the Indenture provides that under certain circumstances the Successor Issuer may assume all obligations of the Issuer under the Indenture and the Notes pursuant to a supplemental indenture to the Indenture, at which time the Issuer will be automatically released from any obligations as Issuer under the Indenture and the Notes; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Successor Issuer, the Issuer and the Guarantors party hereto are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Issuer, the Issuer, the Guarantors party hereto and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.
2.Agreement to Assume Obligations.
(a) The Successor Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture and to be bound by all provisions of the Indenture and the Notes applicable to
the Issuer and to perform all of the obligations and agreements of the Issuer under the Indenture and the Notes and may exercise every right and power of the Issuer.
(b) The Successor Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Escrow Agreement and to be bound by all provisions of the Escrow Agreement applicable to the Issuer and to perform all of the obligations and agreements of the Issuer under the Escrow Agreement and may exercise every right and power of the Issuer.
3.Release of Obligations.
(a) FinanceCo is hereby automatically released from any obligations as Issuer under Indenture and the Notes;provided,however, that unless FinanceCo is liquidated, dissolved, transfers all of its assets to the Successor Issuer or any Guarantor or is otherwise wound up on the date hereof, FinanceCo shall, by an indenture supplemental to the Indenture, substantially in the form of Exhibit C to the Indenture, become a Guarantor of the Notes.
(b) FinanceCo is hereby automatically released from any obligations as Issuer under Escrow Agreement.
4.Guarantor. Each of the Guarantors party hereto agree to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
5.Notices. All notices or other communications to the Successor Issuer shall be given as provided in Section 12.02 of the Indenture.
6.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7.Trustee Makes No Representation. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer, the Successor Issuer and the each Guarantor, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer, the Successor Issuer and the Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
8.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.
9.Effectof Headings. The headings of Section of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.
| | LG FINANCECO CORP., as Issuer |
| | | |
| | By: | /s/ Wayne Levin |
| | | Name: Wayne Levin |
| | | Title: President and Secretary |
| | | |
| | LIONS GATE ENTERTAINMENT CORP., as Successor Issuer |
| | | |
| | By: | /s/ Wayne Levin |
| | | Name: Wayne Levin |
| | | Title: General Counsel and Chief Strategic Officer |
[Signature Page to First Supplemental Indenture]
| | 100 Plus Productions, Inc. |
| | Alibi Productions, LLC |
| | Alternate Universe, LLC |
| | American Lion Productions, Inc. |
| | Amnesia Productions, LLC (f/k/a Exterior Productions, LLC) |
| | Artisan Entertainment Inc. |
| | Artisan Home Entertainment Inc. |
| | Artisan Pictures LLC |
| | Atom Productions, Inc. |
| | Awaken Productions Corp. |
| | Awaken Productions, Inc. |
| | Blair Witch Films, LLC |
| | Blue Mountain State Productions Corp. |
| | Boss Kane Productions, Inc. |
| | Bottled Vines Productions Inc. (f/k/a Phat Vines Productions Inc.) |
| | Caller Productions, Inc. |
| | Casual Productions, Inc. |
| | CATX Certain Slant 12 Productions, Inc. |
| | CATX Exorcism 12 Productions, Inc. |
| | CATX Reawakening 12 Productions, Inc. |
| | CATX Ricky 12 Productions, Inc. |
| | CATX Time After Time 12 Productions, Inc. |
| | CATX Two Eyes 12 Productions, Inc. |
| | CATX Wee 12 Productions, Inc. |
| | CBLG Productions, LLC |
| | Chains Productions, Inc. |
| | Condemned Productions, Inc. |
| | Cooper Productions Louisiana, LLC |
| | Covered Moon Productions, LLC |
| | Crash Television Productions, Inc. |
| | Crushed Productions, Inc. |
| | Dancing Productions, Inc. |
| | Davyco Productions, LLC |
| | DD1 Productions Canada Inc. |
| | DD1 Productions, LLC |
| | DD2 Acquisition Corp. |
| | Dead Zone Production Corp. |
| | Debmar/Mercury, LLC |
[Signature Page to First Supplemental Indenture]
| | Debmar/Mercury (WW) Productions LLC |
| | Debmar Studios, Inc. |
| | Delish Projects, LLC |
| | Delish Television Development, LLC |
| | DHW Productions, LLC |
| | Diable Productions, Inc. |
| | DJM Services, Inc. |
| | Donor Productions, Inc. |
| | Drawback Productions, LLC |
| | Driving All the Way Productions, LLC |
| | Elah Productions, LLC |
| | Film Holdings Co. |
| | Find Series Productions, LLC |
| | Friends Financing, Inc. |
| | Full Moon Productions, LLC |
| | GC Films, Inc. |
| | Get Some Productions, LLC |
| | GOE Productions, LLC |
| | Go For Broke Productions, Inc. (f/k/a Cuckoo Productions, Inc.) |
| | Good Evel Productions, Inc. |
| | Graves Productions, Inc. |
| | Grindstone Entertainment Group, LLC |
| | Guilt Productions, Inc. |
| | HGMJ Productions Canada Inc./Les Productions HGMJ Canada Inc. |
| | Highchair Productions, Inc. |
| | Higher Post LLC |
| | Houdini Productions, Inc. |
| | House Row Productions, LLC |
| | HSKL Productions Canada Inc. (f/k/a Pyramania Productions Canada, Inc.) |
| | HSKL Productions, Inc. |
| | Invisible Casting Inc. |
| | Jardinero Productions, LLC |
| | Jessabelle Productions, Inc. |
| | Just Rewards Productions, Inc. |
| | Johnson Goode, LLC |
| | JV1 Delish, LLC |
| | Kill Pit Productions Inc. |
| | Knowing Domestic Rights, LLC |
| | Knowing Productions, LLC |
| | Landscape Entertainment Corp. |
[Signature Page to First Supplemental Indenture]
| | LG Capital Corporation |
| | LG Horror Channel Holdings, LLC |
| | LG JV Servicing Company, LLC |
| | LG Leopard GP Canada Inc. |
| | LG-Max LLC |
| | LGAC 1, LLC |
| | LGAC 3, LLC |
| | LGAC International LLC |
| | Lions Gate Digital Projects, Inc. |
| | Lions Gate Entertainment Inc. |
| | Lions Gate Exhibition, Inc. |
| | Lions Gate Films Inc. |
| | Lions Gate Films Holdings Company #1, Inc. |
| | Lions Gate Films Holdings Company #2, Inc. |
| | Lions Gate India Inc. |
| | Lions Gate International Sales, LLC |
| | 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 Releasing LLC |
| | Lions Gate Spirit Holdings, LLC |
| | Lions Gate Television Development LLC |
| | Lions Gate Television Inc. |
| | Lions Gate Television International- Latin America, Inc. |
| | Lions Gate X Productions, LLC |
| | Lions Gate X Productions Corp. |
| | Lionsgate LBE, Inc. |
| | Love Lessons Productions, Inc. |
| | Lucky 7 Productions Corp. |
| | LWH Productions, LLC |
| | Mandate Films, LLC |
| | Mandate Pictures, LLC |
| | Manifest Entertainment, LLC |
| | MK Animated, LLC |
| | MOAL, LLC |
| | Mort Productions US, Inc. |
| | Mother Productions Corp. |
[Signature Page to First Supplemental Indenture]
| | MQP, LLC |
| | NGC Films, Inc. |
| | Niche Productions, LLC |
| | NR Productions, Inc. |
| | Nurse Productions Inc. |
| | NYSM2 Productions, LLC |
| | Old Hickory Productions, Inc. |
| | Orion Arm Holding Co., LLC |
| | P2 Productions U.S., LLC |
| | Peeples Productions, Inc. |
| | PGH Productions, Inc. |
| | Power Mongering Despot, Inc. |
| | Preach Productions, Inc. |
| | Presidential Productions, Inc. |
| | Production Management Inc. |
| | Profiler Productions, Inc. |
| | Psycho Productions Services Corp. |
| | PWG Productions, Inc. |
| | PX1 Productions Corp. |
| | PX1 Productions, Inc. |
| | R & B Productions, Inc. |
| | Rabbit Productions, Inc. |
| | Red 2 US Productions, LLC |
| | RG Productions, Inc. |
| | RHO Productions, LLC |
| | Royals Productions, Inc. |
| | RRR Productions, LLC |
| | Saint Productions, Inc. |
| | Screening Room, Inc. |
| | SDI Productions, Inc. |
| | See Me Louisiana, L.L.C. |
| | SELP, LLC |
| | Silent Development Corp. |
| | South Shore Productions, Inc. |
| | Spoken Productions, Inc. (f/k/a CATX Tape4 12 Productions, Inc.) |
| | Stanton Productions, LLC |
| | Step Up 5 Productions Canada, Inc. |
| | SU4, LLC |
| | SU5 Productions, Inc. (f/k/a CATX Addicted 12 Productions, Inc.) |
| | Summit Distribution, LLC |
| | Summit Entertainment Development Services |
| | Summit Entertainment, LLC |
| | Summit Guaranty Services, LLC |
[Signature Page to First Supplemental Indenture]
| | Summit International Distribution, Inc. |
| | Summit Productions, LLC |
| | Summit Signature, LLC |
| | TCT Productions, Inc. |
| | Term Productions, Inc. |
| | Terrestrial Productions Corp. |
| | Tiny Horse Productions, Inc. |
| | TSBD Louisiana, L.L.C. |
| | TSBD Productions, LLC |
| | TWA Productions, Inc. |
| | Twilight Domestic Rights, LLC |
| | Twilight Productions, LLC |
| | United Fandom, LLC |
| | UNZ Productions, Inc. |
| | U.R.O.K. Productions, Inc. |
| | Verdict Productions, Inc. |
| | Verona Productions, LLC |
| | Vestron Inc. |
| | Wallflower, LLC |
| | White Famous Productions, Inc. |
| | Wikal Productions, LLC |
| | Wilde Kingdom Productions Corp. |
| | Women in Comedy Documentary, LLC |
| | By: | /s/ Wayne Levin |
| | | Name: | Wayne Levin |
| | | Title: | Authorized Person |
[Signature Page to First Supplemental Indenture]
| | Starz Acquisition LLC |
| | Starz, LLC |
| | Aries Pictures LLC |
| | Namor Productions, LLC |
| | Starz Investments, LLC (fka SEG Investments, LLC) |
| | Starz Entertainment, LLC |
| | Starz Nu Documentary Productions, LLC |
| | Starz Ballet Productions, LLC |
| | Starz Pirates Productions, LLC |
| | Starz Power Productions, LLC |
| | Starz Remorse Productions, LLC |
| | Starz Evil Productions, LLC |
| | Starz Finance Corp. |
| | Starz Independent, LLC |
| | Starz Media Group, LLC |
| | Starz Media, LLC |
| | Anchor Bay Entertainment, LLC |
| | Overture Films, LLC |
| | By: | /s/ Timothy A. Sweeney |
| | | Name: | Timothy A. Sweeney |
| | | Title: | Authorized Person |
[Signature Page to First Supplemental Indenture]
| | Iniquity Productions Limited |
| | |
| | By: | /s/ Zygmunt Jan Kamasa |
| | | Name: | Zygmunt Jan Kamasa |
| | | Title: | Director |
| | Lions Gate China (UK) Limited |
| | |
| | By: | /s/ Zygmunt Jan Kamasa |
| | | Name: | Zygmunt Jan Kamasa |
| | | Title: | Director |
| | Lions Gate International Media Limited |
| | |
| | By: | /s/ Zygmunt Jan Kamasa |
| | | Name: | Zygmunt Jan Kamasa |
| | | Title: | Director |
| | Lions Gate International (UK) Limited |
| | |
| | By: | /s/ Zygmunt Jan Kamasa |
| | | Name: | Zygmunt Jan Kamasa |
| | | Title: | Director |
| | | | |
| | Lions Gate Pictures International (UK) Limited |
| | |
| | By: | /s/ Zygmunt Jan Kamasa |
| | | Name: | Zygmunt Jan Kamasa |
| | | Title: | Director |
[Signature Page to First Supplemental Indenture]
| | NYSM2 Productions Limited |
| | |
| | By: | /s/ Zygmunt Jan Kamasa |
| | | Name: Zygmunt Jan Kamasa |
| | | Title: Director |
| | | |
| | RHO Productions Limited |
| | |
| | By: | /s/ Zygmunt Jan Kamasa |
| | | Name: Zygmunt Jan Kamasa |
| | | Title: Director |
[Signature Page to First Supplemental Indenture]
| | ENTERTAINMENT CAPITAL HOLDINGS S.À R.L. |
| | société à responsabilité limitée |
| | 13-15, avenue de la Liberté |
| | L-1931 Luxembourg |
| | RCS number B 180844 |
| | | | |
| | By: | /s/ Ludovic Trogliero |
| | | Name: | Ludovic Trogliero |
| | | Title: | Manager B and Authorized Signatory |
| | ENTERTAINMENT CAPITAL HOLDINGS II S.À R.L. |
| | société à responsabilité limitée |
| | 13-15, avenue de la Liberté |
| | L-1931 Luxembourg |
| | RCS number B 195833 |
| | |
| | By: | /s/ Ludovic Trogliero |
| | | Name: Ludovic Trogliero |
| | | Title: Manager B and Authorized Signatory |
| | LIONS GATE INTERNATIONAL MOTION PICTURES S.À R.L. |
| | société à responsabilité limitée |
| | 13-15, avenue de la Liberté |
| | L-1931 Luxembourg |
| | RCS number B 185480 |
| | | |
| | By: | /s/ Ludovic Trogliero |
| | | Name: Ludovic Trogliero |
| | | Title: Manager B and Authorized Signatory |
[Signature Page to First Supplemental Indenture]
| | LIONS GATE INTERNATIONAL HOLDINGS S.À R.L., |
| | société à responsabilité limitée |
| | 13-15, avenue de la Liberté |
| | L-1931 Luxembourg |
| | RCS number B 193597 |
| | | |
| | By: | /s/ Ludovic Trogliero |
| | | Name: Ludovic Trogliero |
| | | Title: Manager B and Authorized Signatory |
| | LIONS GATE INTERNATIONAL SLATE INVESTMENT S.A., |
| | société anonyme |
| | 13-15, avenue de la Liberté |
| | L-1931 Luxembourg |
| | RCS number B 193789 |
| | | |
| | By: | /s/ Ludovic Trogliero |
| | | Name: Ludovic Trogliero |
| | | Title: Manager B and Authorized Signatory |
[Signature Page to First Supplemental Indenture]
| | DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee |
| | |
| | By: Deutsche Bank National Trust Company |
| | |
| | By: | /s/ Jeffrey Schoenfeld |
| | | Name: Jeffrey Schoenfeld |
| | | Title: Vice President |
| | | |
| | By: | /s/ Debra A. Schwalb |
| | | Name: Debra A. Schwalb |
| | | Title: Vice President |
[Signature Page to First Supplemental Indenture]
