0001193125-25-114510 Sample Contracts
INDENTURE Dated as of April 1, 2021 Among LIONS GATE CAPITAL HOLDINGS LLC, THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 5.500% SENIOR NOTES DUE 2029Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
INDENTURE, dated as of April 1, 2021, among Lions Gate Capital Holdings LLC, a Delaware limited liability company (the “Issuer”), the Guarantors named herein and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG STARZ ENTERTAINMENT CORP. AND THE PERSONS LISTED ON THE SIGNATURE PAGES HEREOF DATED AS OF MAY 6, 2025Registration Rights Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 6, 2025, by and among Starz Entertainment Corp. (f/k/a Lions Gate Entertainment Corp.), a corporation organized under the laws of British Columbia, Canada (the “Company”) and the Holders (as hereinafter defined) of Registrable Securities (as hereinafter defined), including any Additional Holders (as hereinafter defined) who subsequently become parties to this Agreement in accordance with the terms of this Agreement. At all times prior to the Separation Effective Time (as defined in the Separation Agreement), the Company is referred to as “LGEC.”
INVESTOR RIGHTS AGREEMENT dated as of May 6, 2025 among MHR FUND MANAGEMENT LLC, LIBERTY GLOBAL VENTURES LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., STARZ ENTERTAINMENT CORP., LIBERTY GLOBAL LTD., WARNER BROS. DISCOVERY, INC., and the Mammoth Funds...Investor Rights Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of May 6, 2025 among MHR Fund Management LLC, a Delaware limited liability company (“Mammoth”), Liberty Global Ventures Limited, a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”), Starz Entertainment Corp. (f/k/a Lions Gate Entertainment Corp.), a corporation organized under the laws of British Columbia, Canada (the “Company”), Liberty Global Ltd., an exempted company limited by shares organized under the laws of Bermuda (“Leopard Parent”), Warner Bros. Discovery, Inc. (f/k/a Discovery Communications, Inc.), a Delaware corporation (“Dragon Parent” and, together with Mammoth and Leopard Parent, the “Investors” and each, an “Investor”), and the affiliated funds of Mammoth party hereto (the “Mammoth Funds”). At all times prior to the Effective Time, the Company is referred to as “LGEC.”
FORM OF SPONSOR OPTION AGREEMENTSponsor Option Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • Delaware
THIS SPONSOR OPTION AGREEMENT (this “Agreement”), dated as of [•], 2024, is made by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”) and SEAC II Corp., a Cayman Islands exempted company (“New SEAC”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • California
This Transition Services Agreement (this “Agreement”), dated as of May 6, 2025 (the “Effective Date”), is by and between Starz Entertainment, LLC, a Colorado limited liability company (“Starz”), and Lions Gate Entertainment Inc., a Delaware corporation (“LG”). Starz and LG may be referred to individually herein as a “Party” and collectively as the “Parties”.
AMENDMENT TO SPONSOR OPTION AGREEMENT dated as of May 6, 2025 among LIONSGATE STUDIOS CORP., LIONSGATE STUDIOS HOLDING CORP. , and EAGLE EQUITY PARTNERS V, LLCSponsor Option Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production
This AMENDMENT TO SPONSOR OPTION AGREEMENT (this “Amendment”) dated as of May 6, 2025 is made by and among Lionsgate Studios Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Issuer”), Lionsgate Studios Holding Corp., a corporation organized under the laws of the Province of British Columbia (the “New Lionsgate”) and Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”) (collectively the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN LIONSGATE STUDIOS HOLDING CORP., LIONSGATE STUDIOS CORP., LG SIRIUS HOLDINGS ULC, AND LIONS GATE ENTERTAINMENT CORP. Dated as of May 6, 2025Employee Matters Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production
This EMPLOYEE MATTERS AGREEMENT, dated as of May 6, 2025 (this “Agreement”), is by and between Lionsgate Studios Holding Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“New Lionsgate”), Lionsgate Studios Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“LG Studios”), LG Sirius Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, (“LG Sirius”) and Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“Lionsgate” prior to the Separation Effective Time and “Starz” at and from the Separation Effective Time). In this Agreement the legal entity currently named Lions Gate Entertainment Corp. may be referred to as ‘Lionsgate’ prior to the Separation Effective Time and as ‘Starz’ at and from the Separation Effective Time, with covenants, obligations, representations, and warranties of tha
SEPARATION AGREEMENT BY AND BETWEEN LIONSGATE STUDIOS HOLDING CORP., LIONSGATE STUDIOS CORP., LG SIRIUS HOLDINGS ULC, AND LIONS GATE ENTERTAINMENT CORP. Dated as of May 6, 2025Separation Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • Delaware
This SEPARATION AGREEMENT, dated as of May 6, 2025 (this “Agreement”), is by and between Lionsgate Studios Holding Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“New Lionsgate”), Lionsgate Studios Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“LG Studios”), LG Sirius Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada (“LG Sirius”), and Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“Lionsgate” prior to the Separation Effective Time and “Starz” from and after the Separation Effective Time). In this Agreement, the legal entity currently named Lions Gate Entertainment Corp. may be referred to as “Lionsgate” prior to the Separation Effective Time and as “Starz” from and after the Separation Effective Time, with covenants, obligations, representations, and warranties of th
AMENDMENT TO TAX MATTERS AGREEMENT dated as of May 6, 2025 among LIONS GATE ENTERTAINMENT CORP., LIONSGATE STUDIOS HOLDING CORP., and LIONSGATE STUDIOS CORP.Tax Matters Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production
This AMENDMENT TO TAX MATTERS AGREEMENT (this “Amendment”) dated as of May 6, 2025 is made by and among Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“LG Parent”), Lionsgate Studios Holding Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “New Lionsgate”), and Lionsgate Studios Corp., a corporation organized under the laws of the Province of British Columbia, Canada (“LG Studios”) (collectively the “Parties”).
CREDIT AND GUARANTEE AGREEMENT Dated as of May 6, 2025 among STARZ ENTERTAINMENT CORP., as the Parent STARZ CAPITAL HOLDINGS LLC, as the Borrower THE GUARANTORS REFERRED TO HEREIN THE LENDERS REFERRED TO HEREIN JPMORGAN CHASE BANK, N.A., as...Credit and Guarantee Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production
CREDIT AND GUARANTEE AGREEMENT, dated as of May 6, 2025 (as it may be amended, restated, supplemented or otherwise modified, amended and restated, renewed or replaced from time to time, this “Credit Agreement”), among (i) STARZ ENTERTAINMENT CORP., a corporation organized under the laws of the province of British Columbia, Canada (the “Parent”), (ii) STARZ CAPITAL HOLDINGS LLC, a limited liability company organized under the laws of Delaware (the “Borrower”), (iii) the Guarantors referred to herein; (iv) the Lenders referred to herein; and (v) JPMorgan Chase Bank, N.A., as agent for the Lenders.
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;
SUPPLEMENTAL INDENTURE NO. 13Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”);
SUPPLEMENTAL INDENTURE NO. 12Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”);
SUPPLEMENTAL INDENTURE NO. 6Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;
SUPPLEMENTAL INDENTURE NO. 14Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Supplemental Indenture No. 14 (this “Supplemental Indenture”), dated as of February 3, 2025 with effect as of June 15, 2023, among LGAC IPF, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Company”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 8Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;
SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;
SUPPLEMENTAL INDENTURE NO. 16Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Supplemental Indenture No. 16 (this “Supplemental Indenture”), dated as of April 23, 2025, among Antler Queen Productions, Inc., a California corporation (the “Guaranteeing Subsidiary”), a subsidiary of Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Company”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 9Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;
SUPPLEMENTAL INDENTURE NO. 15Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”);
SUPPLEMENTAL INDENTURE NO. 10Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Supplemental Indenture No. 10 (this “Supplemental Indenture”), dated as of May 8, 2024, among Lions Gate Capital Holdings LLC, a Delaware limited liability company (the “Issuer”), the guarantors listed on the signature pages hereto (the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 11Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
Lionsgate Studios Corp., a British Columbia corporation, successor by amalgamation to LG Orion Holdings ULC, a British Columbia unlimited liability company
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;
VOTING AGREEMENT dated as of May 6, 2025 among STARZ ENTERTAINMENT CORP., LIBERTY GLOBAL VENTURES LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., MHR FUND MANAGEMENT LLC, LIBERTY GLOBAL LTD., WARNER BROS. DISCOVERY, INC., and the Mammoth Funds (as...Voting Agreement • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
This VOTING AGREEMENT (this “Agreement”), dated as of May 6, 2025, among MHR Fund Management LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Ventures Limited (f/k/a Liberty Global Incorporated Limited), a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”), Starz Entertainment Corp. (f/k/a Lions Gate Entertainment Corp.), a corporation organized under the laws of British Columbia, Canada (subject to Section 1.02(b), the “Company”), Liberty Global Ltd. (f/k/a Liberty Global plc), a Bermuda exempted company limited by shares (“Leopard Parent”), and Warner Bros Discovery, Inc. (f/k/a Discovery Communications, Inc.), a Delaware corporation (“Dragon Parent” and, together with Mammoth and Leopard Parent, the “Investors” and each, an “Investor”) (collectively, the “Parti
SUPPLEMENTAL INDENTURE NO. 7Supplemental Indenture • May 7th, 2025 • Lions Gate Entertainment Corp /Cn/ • Services-motion picture & video tape production • New York
WHEREAS, each of Lions Gate Capital Holdings LLC, the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 2021 (the “Indenture”) providing for the issuance of 5.500% Senior Notes due 2029 (the “Notes”), initially in the aggregate principal amount of $1,000,000,000;