EXHIBIT 10.20
AMENDMENT NO. 4 dated as of February 6, 2002 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) The definition of "Eligible Library Amount" appearing in Article 1 of
the Credit Agreement is hereby amended by adding the following at the end
thereof:
"and (iv) the Eligible Library Amount may be adjusted in accordance
with the terms of Section 5.25 of this Credit Agreement."
(B) The definition of "Print and Advertising Expenditures" appearing in
Article 1 of the Credit Agreement is hereby deleted in its entirety.
(C) The definition of "Unrecouped Print and Advertising Expenses"
appearing in Article 1 of the Credit Agreement is hereby amended in its entirety
to read as follows:
"Unrecouped Print and Advertising Expenses" shall mean with respect
to an item of Product produced for domestic theatrical release, the
amount, if any, by which (a) print and advertising expenses exceeds
the sum of (i) total receipts from all domestic media and markets
plus (ii) receipts from all media and markets other than domestic
media and markets after recoupment of negative costs."
(D) Section 5.1(a) is hereby amended by deleting the words "one hundred
and twenty (120)" and inserting in lieu thereof, "one hundred (100)".
(E) Section 5.1(b) is hereby amended by deleting the words "sixty (60)"
and inserting in lieu thereof "fifty-five (55)".
(F) Section 5.1(c) of the Credit Agreement is hereby amended by adding the
following clauses (iv), (v), (vi) and (vii) at the end thereof:
"(iv) setting forth the actual sources and uses of cash by LGEC and its
Consolidated Subsidiaries on a business segment by business segment basis
for the reporting period covered by such statements, with an explanation
of the variations from projections delivered in the previous year."
"(v) setting forth for each of the next four quarters all projected
payments to be made by any Credit Parties of minimum guarantees and other
Off-Balance Sheet Commitments."
"(vi) setting forth a schedule of all feature film, television and video
product released during the reporting period covered by such statements
with actual print and advertising expenses and budget for each such
feature film, television and video product, to the extent applicable and"
"(vii) setting forth a schedule of all feature film, television and video
product to be released during the current and the next three quarters with
estimated release date, budget, and print and advertising expenses, to the
extent applicable."
(G) Section 5.1(h) is hereby amended in its entirety to read as follows:
"not later than January 31, 2002 and thereafter each January 31st, the
calculation of the Eligible Library Amount computed as of the last Business Day
of September of the prior fiscal year".
(H) Article 5 is hereby amended by adding a new Section 5.25 at the end
thereof to read as follows:
"SECTION 5.25. Interim Library Valuation. Allow an independent consultant
selected by the Agent to conduct a quarterly variance analysis comparing
projections to actual performance on twenty (20) library titles to be
chosen by Agent. If such quarterly variance analysis indicates that the
actual performance is greater than ten percent (10%) less than projected
for such titles, the Agent may require a recalculation of the Eligible
Library Amount."
(I) Section 6.19 of the Credit Agreement is hereby amended in its entirety
to read as follows:
"SECTION 6.19. Fixed Charges Coverage Ratio. For each rolling four quarter
period, permit the ratio (the "Fixed Charges Coverage Ratio") of (i) the
sum of EBIT plus amortization of goodwill and capitalized financing costs
plus thirty percent (30%) of print and advertising expenses for such
period minus
2
Unrecouped Print and Advertising Expenses for any motion picture for which
the second anniversary of its theatrical release occurred during such
period to (ii) the sum of Total Interest (excluding non-cash interest
expense) plus dividends actually paid (other than dividends consisting of
shares of common stock in LGEC or Permitted Preferred Stock) to be below
2.25 to 1."
(J) Section 6.25 of the Credit Agreement is hereby deleted in its
entirety.
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"):
(A) 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;
(B) the receipt by the 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 Agent) due and
payable by any Credit Party to the Agent and/or the Lenders; and
(D) all legal matters incident to this Amendment shall be satisfactory to
Morgan, Lewis & Bockius, counsel for the Agent.
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. Fees. The Borrowers agree to pay the Agent for the account of
each of the Lenders who executes this Amendment on or before February 13, 2002,
a fee equal to 0.25% 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
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.
Section 7. Fundamental Documents. This Amendment is designated a
Fundamental Document by the Agent.
3
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.
Section 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 10. 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 11. 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 12. 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.
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:__________________________________________
Name:
Title:
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
4
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.
TRIMARK MUSIC, INC.
FRAILTY PRODUCTIONS, INC.
DEAD ZONE PRODUCTIONS CORP.
TERRESTRIAL PRODUCTIONS CORP.
TRACKER PRODUCTIONS CORP.
VOID PRODUCTIONS CORP.
PRESSURE PRODUCTIONS CORP.
MONSTER PRODUCTIONS, INC.
PROFILER PRODUCTIONS CORP.
THE WASH, LLC
CBV, INC.
By:__________________________________________
Name:
Title:
5
LENDERS:
JPMORGAN CHASE BANK,
individually and as Administrative Agent
By:__________________________________________
Name:
Title:
6
NATIONAL BANK OF CANADA
individually and as Canadian Agent
By:__________________________________________
Name:
Title:
DRESDNER KLEINWORT BENSON BANK AG
By:__________________________________________
Name:
Title:
UNION BANK OF CALIFORNIA
By:__________________________________________
Name:
Title:
BNP-PARIBAS
By:__________________________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK
By:__________________________________________
Name:
Title:
7
THE BANK OF NOVA SCOTIA
By:__________________________________________
Name:
Title:
FLEETBOSTON FINANCIAL
By:__________________________________________
Name:
Title:
U.S. BANK
By:__________________________________________
Name:
Title:
VEREINS-UND WESTBANK AG
By:__________________________________________
Name:
Title:
BANQUE INTERNATIONALE A LUXEMBOURG
By:__________________________________________
Name:
Title:
THE FUJI BANK LTD.
By:__________________________________________
Name:
Title:
8
ISRAEL DISCOUNT BANK OF NEW YORK
By:__________________________________________
Name:
Title:
NATEXIS BANQUE-BFCE
By:__________________________________________
Name:
Title:
FAR EAST NATIONAL BANK
By:__________________________________________
Name:
Title:
COMERICA BANK
By:__________________________________________
Name:
Title:
9