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| LGF > SEC Filings for LGF > Form 8-K on 27-Oct-2009 | All Recent SEC Filings |
27-Oct-2009
Entry into a Material Definitive Agreement
amount, plus accrued and unpaid interest, if any, to the date of purchase. In
addition, certain asset dispositions will be triggering events that may require
the Issuer to use the excess proceeds from such dispositions to make an offer to
purchase the Notes at 100% of their principal amount, plus accrued and unpaid
interest, if any to the date of purchase if certain conditions are met.
Other Covenants. The Indenture contains customary covenants that will limit the
Issuer's ability and the ability of the subsidiary guarantors to, among other
things: (i) incur, assume or guarantee additional indebtedness, (ii) issue
redeemable stock and preferred shares; (iii) pay dividends or distributions or
redeem or repurchase capital stock; (iv) prepay, redeem or repurchase debt that
is junior in right of payment to the Notes; (v) make loans or investments;
(vi) incur liens; (vii) engage in sale/leaseback transactions; (viii) restrict
dividends, loans or asset transfers from their subsidiaries; (ix) sell or
otherwise dispose of assets, including capital stock of subsidiaries;
(x) consolidate or merge with or into, or sell substantially all of its assets
to, another person; (xi) enter into transactions with affiliates; and
(xii) enter into new lines of business. All of these covenants are subject to a
number of important qualifications and exceptions under the Indenture. In
addition, if and for so long as the Notes have an investment grade rating from
both Standard & Poor's Ratings Group, Inc. and Moody's Investors Service, Inc.
and no default under the Indenture has occurred, certain of the covenants listed
above will be suspended.
Events of Default. The Indenture also provides for customary events of default,
including, but not limited to, the failure to make payments of interest or
premium, if any, on, or principal of, the Notes, the failure to comply with
certain covenants and agreements specified in the Indenture for a period of time
after notice has been provided, the acceleration of other indebtedness resulting
from the failure to pay principal on such other indebtedness prior to its
maturity, and certain events of insolvency. If any event of default occurs, the
principal, premium, if any, interest and any other monetary obligations on all
the then outstanding Notes may become due and payable immediately.
Pledge and Security Agreement
In connection with the issuance of the Notes, the Issuer and the guarantors
entered into a pledge and security agreement, dated as of October 21, 2009 (the
"Pledge and Security Agreement"), with U.S. Bank National Association, as
collateral agent, pursuant to which the Issuer and the guarantors granted to the
collateral agent, for the benefit of the holders of the Notes, a security
interest in substantially all of the Issuer's and the guarantors' tangible and
intangible personal property whether now owned or hereafter acquired, subject to
certain exceptions and permitted liens, as collateral for payment on the Notes.
Credit Facility Intercreditor Agreement
In connection with the issuance of the Notes, the Issuer and/or one or more of
the guarantors entered into intercreditor agreements, dated as of October 21,
2009, with holders of obligations secured by collateral that secures the Notes
on a first-priority or other senior basis. The intercreditor agreements include
a certain intercreditor agreement, dated as of October 21, 2009, by and among
the Issuer, the persons party thereto, JPMorgan Chase Bank, N.A., as
administrative agent for the lenders party to the senior secured credit
facility, and U.S. Bank National Association, as collateral agent for the
holders of the Notes (such agreement, "Credit Facility Intercreditor
Agreement").
The Credit Facility Intercreditor Agreement governs the relative priorities of
the respective security interests in the Issuer's, Lions Gate's, and the other
guarantors' assets securing borrowings under the Issuer's senior secured credit
facility and the Notes, and certain other matters relating to the administration
of security interests.
Under the Credit Facility Intercreditor Agreement, at any time the indebtedness
under the senior secured credit facility remains outstanding, any actions that
may be taken with respect to such collateral or such indebtedness, including the
ability to cause the commencement of enforcement proceedings against the
collateral and to control the conduct of such proceedings, will be at the
direction of the holders of the obligations under the senior secured credit
facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by
reference in its entirety in this Item 2.03.
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