United states securities and exchange commission



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Table of Contents
Item 15(b).

INDEX TO EXHIBITS
















Exhibit

 

 

Number

 

Description of Documents

3.1(3)

 

Articles

3.2(29)

 

Notice of Articles

3.3(6)

 

Vertical Short Form Amalgamation Application

3.4(6)

 

Certificate of Amalgamation

4.4(1)

 

Indenture dated as of October 4, 2004 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and J.P. Morgan Trust Company, National Association

4.5(1)

 

Form of 2.9375% Convertible Senior Subordinated Notes due 2024

4.6(1)

 

Form of Guaranty of 2.9375% Convertible Senior Subordinated Notes due 2024

4.7(2)

 

Indenture dated as of February 24, 2005 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and J.P. Morgan Trust Company, National Association

4.8(2)

 

Form of 3.625% Convertible Senior Subordinated Notes due 2025

4.9(2)

 

Form of Guaranty of 3.625% Convertible Senior Subordinated Notes due 2025

4.10(10)

 

Form of Refinancing Exchange Agreement dated April 27, 2009

4.11(10)

 

Form of Indenture dated as of April 27, 2009 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and The Bank of New York Mellon Trust Company, N.A.

4.12(10)

 

Form of 3.625% Convertible Senior Subordinated Notes Due 2025 dated as of April 27, 2009

4.13(10)

 

Form of Guaranty of 3.625% Convertible Senior Subordinated Notes due 2025 dated as of April 27, 2009

4.16(25)

 

Form of Lions Gate Entertainment Inc. 3.625% Convertible Senior Subordinated Note due 2027

4.17(26)

 

Form of Lions Gate Entertainment Inc. 2.9375% Convertible Senior Subordinated Note due 2026

4.16(30)

 

Supplemental Indenture dated May 13, 2011 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.

4.17(37)

 

Indenture, dated January 11, 2012 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment

Corp., and The Bank of New York Mellon Trust Company, N.A., as Trustee



10.3(3)*

 

2004 Performance Plan Restricted Share Unit Agreement

10.4(5)*

 

2004 Performance Incentive Plan

10.5(3)*

 

Form of 2004 Performance Incentive Plan Nonqualified Stock Option Agreement

10.7*x

 

Director Compensation Summary

10.29(4)

 

Agreement dated as of December 6, 2005 between Lions Gate Film, Inc. and Sobini Films, with respect to the distribution rights to the motion picture entitled “The Prince and Me II.”

10.30(4)

 

Agreement dated as of March 24, 2005 between Lions Gate Films Inc. and Sobini Films, with respect to the distribution rights to the motion picture entitled “Streets of Legend.”

10.31(4)

 

Agreement dated as of December 6, 2005 between Lions Gate Films Inc. and Sobini Films, with respect to the distribution rights to the motion picture entitled “Peaceful Warrior.”

10.32(4)

 

Purchase Agreement dated March 17, 2006 between Lions Gate Entertainment Corp. and Icon International, Inc.

10.33(4)

 

Vendor Subscription Agreement dated March 17, 2006 between Lions Gate Entertainment Corp. and Icon International, Inc.

10.34(4)

 

Agreement, by and between Ignite, LLC and Lions Gate Films Inc., entered into June 13, 2006 and dated and effective as of March 13, 2006

10.36(6)+

 

Master Covered Picture Purchase Agreement, by and between LG Film Finance I, LLC and Lions Gate Films Inc., dated as of May 25, 2007

10.37(6)+

 

Master Distribution Agreement, by and between Lions Gate Films Inc. and LG Film Finance I, LLC, dated as of May 25, 2007

10.38(6)+

 

Limited Liability Company Agreement for LG Film Finance I, LLC, dated as of May 25, 2007

10.40(7)+

 

Revenue Participation Purchase Agreement dated as of July 25, 2007 among Lions Gate Entertainment Inc., Lions Gate Films Inc., Lions Gate Television Inc., MQP, LLC and SGF Entertainment, Inc.

10.41(7)+

 

Master Distribution Agreement (Film Productions) dated as of July 25, 2007 between MQP LLC and Lions Gate Films Inc.

10.42(7)+

 

Master Distribution Agreement (Television Productions) dated as of July 25, 2007 between MQP LLC and Lions Gate Television Inc.

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Exhibit

 

 

Number

 

Description of Documents

10.43(8)

 

Purchase Agreement by and among the Sellers, Lions Gate Entertainment Corp., Lions Gate Entertainment Inc., Mandate Pictures, LLC and Joseph Drake dated September 10, 2007.

10.49(9)+

 

First Amendment dated January 30, 2008 to Master Covered Picture Purchase Agreement by and between LG Film Finance I, LLC and Lions Gate Films, Inc. dated as of May 25, 2007

10.51(11)+

 

Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement by and among Lions Gate Entertainment Inc., Lions Gate UK Limited, Lions Gate Australia Pty Limited, the Guarantors referred to therein, the Lenders referred to therein, JPMorgan Chase Bank, N.A. and Wachovia Bank, N.A., dated of July 25, 2008

10.52(12)*

 

Amendment of Employment Agreement between the Company and Jon Feltheimer dated September 18, 2008

10.53(12)*

 

Amendment of Employment Agreement between the Company and Michael Burns dated September 22, 2008

10.54(13)*

 

Amendment of Employment Agreement between the Company and Jon Feltheimer dated October 8, 2008

10.55(14)

 

Equity Purchase Agreement dated January 5, 2009, by and among Lions Gate Entertainment, Inc., Gemstar-TV Guide International, Inc., TV Guide Entertainment Group, Inc., UV Corporation and Macrovision Solutions Corporation

10.56(15)*

 

Employment Agreement between the Company and James Keegan dated January 14, 2009

10.57(16)*

 

Amended and Restated Employment Agreement between the Company and Jon Feltheimer dated December 15, 2008

10.58(16)*

 

Amended and Restated Employment Agreement between the Company and Michael Burns dated December 15, 2008

10.60(16)*

 

Amended and Restated Employment Agreement between the Company and James Keegan dated December 15, 2008

10.61(16)*

 

Amended and Restated Employment Agreement between the Company and Wayne Levin dated December 15, 2008

10.62(16)

 

Form of Director Indemnity Agreement

10.64(17)*

 

Employment Agreement between Lions Gate Films, Inc. and Wayne Levin dated April 6, 2009

10.65(19)+

 

Equity Purchase Agreement between TVGN Holdings, LLC, Lionsgate Channels, Inc. and Lions Gate Entertainment Inc. dated May 28, 2009

10.66(19)+

 

Amended and Restated Operating Agreement of TV Guide Entertainment Group, LLC dated as of May 28, 2009

10.67(20)

 

Letter Agreement between Mark H. Rachesky and Lions Gate Entertainment Corp. dated July 9, 2009

10.68(21)

 

Registration Rights Agreement, dated as of October 22, 2009, by and among Lions Gate Entertainment Corp. and the persons listed on the signature pages thereto.

10.69(22)*

 

Amendment of Employment Agreement, dated as of November 2, 2009, by and between the Company and Michael Burns.

10.70(18)+

 

Amendment No. 1 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008, with the guarantors and lenders referred to therein, JP Morgan ChaseBank, N.A., as administrative agent and issuing bank, and Wachovia Bank, N.A., as syndication agent.

10.71(23)

 

Amendment No. 2 dated as of November 24, 2009 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008 among Lions Gate Entertainment Inc., Lions Gate UK Limited and Lions Gate Australia Pty Limited, as Borrowers, the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as Administrative Agent and as Issuing Bank and Wachovia Bank, N.A., as Syndication Agent.

10.72(24)+

 

Credit, Security, Guaranty and Pledge Agreement dated as of October 6, 2009, among Lions Gate Mandate Financing Vehicle Inc., the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, Union Bank, N.A., as co-administrative agent, syndication agent and joint lead arranger, and Wells Fargo Bank, National Association as documentation agent.

10.73(24)

 

Indenture dated as of October 21, 2009 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., the guarantors referred to therein and U.S. Bank National Association.

10.74(24)

 

Pledge and Security Agreement dated as of October 21, 2009 among Lions Gate Entertainment, Inc., the grantors listed therein and U.S. Bank National Association.

10.75(24)

 

Intercreditor Agreement dated as of October 21, 2009 among JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as collateral agent, Lions Gate Entertainment, Inc. and the loan parties referred to therein.

10.76(24)+

 

Amendment No. 1, executed on January 22, 2010 and dated as of December 31, 2009, to Credit, Security, Guaranty and Pledge Agreement dated as of October 6, 2009, among Lions Gate Mandate Financing Vehicle Inc., the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, Union Bank, N.A., as co-administrative agent, syndication agent and joint lead arranger, and Wells Fargo Bank, National Association as documentation agent.

10.77 (27)

 

Amendment No.3 dated as of June 22, 2010 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008 among Lions Gate Entertainment Inc., Lions Gate UK Limited and Lions Gate Australia Pty Limited, as Borrowers, the guarantors and lenders referred to therein, JP Morgan Chase Bank, N.A., as Administrative Agent and as Issuing Bank and Wachovia Bank, N.A., as Syndication Agent

10.78 (27)

 

Amendment No.2 dated as of June 22, 2010 to the Credit, Security, Guaranty and Pledge Agreement dated as of October 6, 2009, among Lions Gate Mandate Financing Vehicle Inc., the guarantors and lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, Union Bank, N.A., as co-administrative agent, syndication agent and joint lead arranger, and Wells Fargo Bank, National Association as documentation agent

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Exhibit

 

 

Number

 

Description of Documents

10.80 (28)

 

Refinancing Exchange Agreement, dated July 20, 2010, by Lions Gate Entertainment Inc. and Kornitzer Capital Management, Inc.

10.81(31)

 

Agreement, dated as of August, 30, 2011, by and among Lions Gate Entertainment Corp., 0918988 B.C. Ltd, 0918989 B.C.  Ltd, Carl C. Icahn and Brett Icahn

10.82(32)

 

Underwriting Agreement, dated October 13, 2011, by and among Lions Gate Entertainment Corp., the selling shareholders named therein and Piper Jaffray & Co., as underwriter

10.83(33)

 

Membership Interest Purchase Agreement, dated as of January 13, 2012, among Lions Gate Entertainment Corp., LGAC 1, LLC, LGAC 3, LLC, Summit Entertainment, LLC, S Representative, LLC and the several sellers party thereto

10.84(34)

 

Purchase Agreement, dated January 11, 2012 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and Kornitzer Capital Management, Inc.

10.85(35) +

 

Credit, Security, Guaranty and Pledge Agreement dates as of January 13, 2012 among Summit Entertainment, LLC, as Borrower, the Guarantors referred to therein, the Lenders referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders

10.86(36)*

 

Amendment of Employment Agreement between the Company and James Keegan dated February 23, 2012

10.87++x

 

Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated February 21, 2012 among Summit, certain of its subsidiaries as guarantors, certain lenders specified therein, and JPMorgan Chase Bank, N.A. as administrative agent, amending the Credit, Security, Guaranty and Pledge Agreement dated January 13, 2012

10.88*x

 

Employment Agreement between Lions Gate Films, Inc. and Steve Beeks dated March 5, 2012

10.89*x

 

Confidential Agreement and General Release between Joseph Drake and Lions Gate Films, Inc. dated April 27, 2012

10.90++x

 

Amendment No.4 dated as of May11, 2012 to the Second Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008 among Lions Gate Entertainment Inc., Lions Gate UK Limited and Lions Gate Australia Pty Limited, as Borrowers, the guarantors and lenders referred to therein, JP Morgan Chase Bank, N.A., as Administrative Agent and as Issuing Bank and Wachovia Bank, N.A., as Syndication Agent

18.1x

 

Preferability Letter dated May 30, 2012

21.1x

 

Subsidiaries of the Company

23.1x

 

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

24.1x

 

Power of Attorney (Contained on Signature Page)

31.1x

 

Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2x

 

Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1x

 

Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002

99.1(38)

 

Studio 3 Partners L.L.C. Audited Financial Statements for the year ended September 30, 2011, nine months ended September 30, 2010, and year ended December 31, 2009

99.2x

 

TV Guide Entertainment Group, LLC Audited Consolidated Financial Statements for the fiscal years ended March 31, 2012 and 2011

99.3x

 

TV Guide Entertainment Group, LLC Audited Consolidated Financial Statements for the fiscal years ended March 31, 2011 and 2010

101x

 

The following materials from the Company's Annual Report on Form 10-K for the year ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Shareholder's Equity, (iv) the Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements

__________________________








(1)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on October 4, 2004.







(2)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on February 25, 2005.







(3)

Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2005 as filed on June 29, 2005.







(4)

Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2006 as filed on June 14, 2006.







(5)

Incorporated by reference to the Company's Definitive Proxy Statement dated July 28, 2006.







(6)

Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2007 as filed on May 30, 2007.







(7)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2007.







(8)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on September 10, 2007.







(9)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2006.







(10)

Incorporated by reference to the Company's Form T-3 filed on April 20, 2009, as amended on April 22, 2009.







(11)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2008.







(12)

Incorporated by reference to the Company's Current Report on Form 8-K filed on September 23, 2008.







(13)

Incorporated by reference to the Company's Current Report on Form 8-K filed on October 14, 2008.

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(14)

Incorporated by reference to the Company's Current Report on Form 8-K filed on January 9, 2009 (filed as Exhibit 10.54).







(15)

Incorporated by reference to the Company's Current Report on Form 8-K filed on January 16, 2009 (filed as Exhibit 10.55).







(16)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2008.







(17)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on April 10, 2009.







(18)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 as filed on November 9, 2009.







(19)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 as filed on August 10, 2009.







(20)

Incorporated by reference as Exhibit 10.65 to the Company's Current Report on Form 8-K as filed on July 10, 2009.







(21)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on October 23, 2009.







(22)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on November 6, 2009.







(23)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on December 1, 2009.







(24)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009 as filed on February 9, 2010.







(25)

Incorporated by reference as Exhibit 4.15 to the Company's Current Report on Form 8-K as filed on July 21, 2010.







(26)

Incorporated by reference as Exhibit 4.16 to the Company's Current Report on Form 8-K as filed on July 21, 2010.







(27)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on June 25, 2010.







(28)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on July 21, 2010.







(29)

Incorporated by reference as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010 as filed on February 9, 2011.







(30)

Incorporated by reference as Exhibit 4.1 to the Company's Current Report on Form 8-K as filed on May 13, 2011.







(31)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on August 30, 2011.







(32)

Incorporated by reference as Exhibit 1.1 to the Company's Current Report on Form 8-K as filed on October 13, 2011.







(33)

Incorporated by reference as Exhibit 2.1 to the Company's Current Report on Form 8-K as filed on January 17, 2012.







(34)

Incorporated by reference as Exhibit 4.1 to the Company's Current Report on Form 8-K as filed on January 17, 2012







(35)

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011 as filed on February 9, 2012.







(36)

Incorporated by reference to the Company's Current Report on Form 8-K as filed on February 27, 2012.







(37)

Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement (File No: 333-181371) as filed on May 11, 2012.







(38)

Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on March 22, 2012.

______________________________













*

Management contract or compensatory plan or arrangement.

x

Filed herewith

+

Confidential treatment has been granted for portions of this exhibit. Portions of this document have been omitted and submitted separately to the Securities and Exchange Commission.

++

Confidential treatment has been requested for portions of this exhibit. Portions of this document have been omitted and submitted separately to the Securities and Exchange Commission.

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