S-4

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2012

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Starz, LLC
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 7010
(Primary Standard Industrial
Classification Code Number) 20-8988475
(I.R.S. Employer
Identification No.)

Starz Finance Corp.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 7010
(Primary Standard Industrial
Classification Code Number) 38-3885500
(I.R.S. Employer
Identification No.)

Starz Entertainment, LLC
(Exact Name of Registrant of Guarantee as Specified in Its Charter)

Colorado
(State or other jurisdiction of
incorporation or organization) 4841
(Primary Standard Industrial
Classification Code Number) 20-8988475
(I.R.S. Employer
Identification No.)

8900 Liberty Circle
Englewood, Colorado 80112
(720) 852-7700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Scott Macdonald
Starz, LLC
8900 Liberty Circle
Englewood, Colorado 80112
(720) 852-7700
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)

COPIES OF ALL COMMUNICATIONS TO:

Steven D. Miller, Esq.
Jeffrey R. Kesselman, Esq.
Sherman & Howard L.L.C.
633 Seventeenth Street, Suite 3000
Denver, Colorado 80202
(303) 297-2900

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

            If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box    o

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price	Amount of registration fee
5.00% Senior Notes due 2019	$500,000,000	100%	$500,000,000	$68,200
Guarantees of 5.00% Senior Notes due 2019(2)	—	—	—	—

(1)

Estimated pursuant to Rule 457 under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee.

(2)

No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(n) under the Securities Act of 1933, as amended.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not commence the exchange offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities or a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 23, 2012

PROSPECTUS

$500,000,000

Starz, LLC

Starz Finance Corp.

Exchange Offer for 5.00% Senior Notes due 2019

        We are offering to exchange up to $500,000,000 aggregate principal amount of our registered 5.00% Senior Notes due 2019, or the "exchange notes," for any and all of the unregistered 5.00% Senior Notes due 2019, or the "original notes," that we issued in a private offering on September 13, 2012. We refer to the original notes and the exchange notes together in this prospectus as the "notes." We refer to this exchange as the "exchange offer." The exchange notes are substantially identical to the original notes, except the exchange notes are registered under the Securities Act of 1933, as amended, or the "Securities Act," and the transfer restrictions and registration rights, and related special interest provisions applicable to the original notes will not apply to the exchange notes. The exchange notes will represent the same debt as the original notes and we will issue the exchange notes under the same indenture used in issuing the original notes. If you fail to tender your original notes, you will continue to hold unregistered notes that you will not be able to transfer freely.

        No public market currently exists for the original notes or the exchange notes.

Terms of the exchange offer:

•

The exchange offer expires at 5:00 p.m., New York City time, on [            ], 2012, unless we extend it.

•

We will exchange all outstanding original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes. All interest due and payable on the original notes will become due on the same terms under the exchange notes.

•

You may withdraw your tender of original notes at any time prior to the expiration of the exchange offer.

•

The exchange offer is subject to customary conditions, which we may waive.

•

The exchange of exchange notes for original notes will not be a taxable transaction for U.S. federal income tax purposes, but you should see the discussion under the caption "Certain United States Federal Income and Estate Tax Consequences" on page 142 for more information.

See "Risk Factors" beginning on page 12 for a discussion of risks you should consider in connection with the exchange offer and an investment in the exchange notes.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [            ], 2012.

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		12
Use of Proceeds		28
The Exchange Offer		29
Selected Historical Consolidated Financial And Other Data		39
Ratio of Earnings to Fixed Charges		42
Unaudited Pro Forma Consolidated Financial Data		43
Management's Discussion and Analysis of Financial Condition And Results Of Operations		48
Business		64
Management and Corporate Governance		81
Executive Compensation		83
Certain Relationships and Related Party Transactions		99
Description of Other Indebtedness		101
Description of Notes		103
Certain United States Federal Income And Estate Tax Consequences		142
Plan of Distribution		147
Book-Entry Settlement and Clearance		149
Legal Matters		152
Experts		152
Where You Can Find More Information		152
Index to Consolidated Financial Statements		F-1

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE LETTER OF TRANSMITTAL ACCOMPANYING THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY INFORMATION OR REPRESENT ANYTHING ABOUT US, OUR PARENT, LIBERTY MEDIA CORPORATION, OR THIS PROSPECTUS THAT IS NOT CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE ACCURACY OF, ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. WE ARE NOT MAKING AN OFFER TO EXCHANGE THESE NOTES IN ANY JURISDICTION WHERE SUCH OFFER IS NOT PERMITTED, YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITIONS, RESULTS OF OPERATIONS AND PROSPECTUS MAY HAVE CHANGED SINCE THAT DATE.

Each broker-dealer that receives exchange notes in exchange for original notes acquired for its own account as a result of market making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by broker-dealers in connection with such resales. We have agreed to make this prospectus available for a period ending on the earlier of 180 days from the effective date of the registration statement of which this prospectus forms a part and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. In addition, until [                        ], 2012 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. See "Plan of Distribution."

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as forward-looking statements. All statements included in this prospectus, other than statements of historical fact or current fact, that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "project," "forecast," "plan," "may," "will," "should," "could," "expect," or the negative thereof or other words of similar meaning. In particular, these include, but are not limited to, statements of our current views and estimates of future economic circumstances, industry conditions in domestic and international markets, our proposed separation from Liberty Media Corporation and our future performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from the anticipated results and expectations expressed in such forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

        Among the factors that may cause actual results and experiences to differ from the anticipated results and expectations expressed in such forward-looking statements are the following:

•

changes in the nature of key strategic relationships with multichannel video distributors and content providers; and our ability to maintain and renew affiliation agreements with multichannel video distributors on terms acceptable to us;

•

distributor demand for our products and services and our ability to adapt to changes in demand;

•

customer demand for our products and services, including changes resulting from the unwillingness of certain distributors to allow us to participate in cooperative marketing campaigns, and our ability to adapt to changes in demand;

•

competitor responses to our products and services;

•

the cost of, and our ability to acquire or produce desirable original programming and to acquire theatrical movie content for our networks and film distribution business;

•

disruption in the production of theatrical films or television programs due to strikes by unions representing writers, directors or actors;

•

changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video on demand, and IP television and their impact on media content consumption;

•

uncertainties inherent in the development and integration of new business lines and business strategies;

•

uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies;

•

our future financial performance, including availability, terms and deployment of capital;

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•

our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;

•

the ability of suppliers and vendors to deliver products, equipment, software and services;

•

the outcome of any pending or threatened litigation, including matters described in the notes to our consolidated financial statements;

•

availability of qualified personnel;

•

the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;

•

changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and adverse outcomes from regulatory proceedings;

•

changes in tax requirements, including tax rate changes, new tax laws and revised tax law interpretations;

•

the satisfaction or, if applicable, waiver of the conditions to our proposed separation from Liberty Media Corporation;

•

general economic and business conditions and industry trends including the current economic downturn;

•

consumer spending levels, including the availability and amount of individual consumer debt;

•

continued consolidation of the broadband distribution and movie studio industries;

•

rapid technological changes;

•

capital spending for the acquisition and/or development of telecommunications networks and services;

•

threatened terrorist attacks and ongoing military action in the Middle East and other parts of the world; and

•

fluctuations in foreign currency exchange rates and political unrest in international markets.

        Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control, including those set forth under "Risk Factors."

        In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements. Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially from those expressed or implied in any forward-looking statements.

        All forward-looking statements contained in this prospectus are qualified in their entirety by this cautionary statement.

PRESENTATION OF FINANCIAL INFORMATION

        Starz, LLC operates, directly and through its subsidiaries: Starz Entertainment, LLC, Film Roman, LLC, Starz Media Group, LLC, Starz Media, LLC, Anchor Bay Entertainment, LLC, Overture Films, LLC and certain other immaterial subsidiaries. Starz, LLC is primarily a holding company with limited operating activities. Starz Entertainment, LLC is a wholly-owned restricted subsidiary of Starz, LLC and the sole guarantor of the notes. All of our subsidiaries other than Starz

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Entertainment, LLC and Starz Finance Corp. are unrestricted subsidiaries that will not guarantee the notes (such subsidiaries are collectively referred to herein as the "Unrestricted Group"). The Unrestricted Group will not be subject to the covenants in the indenture governing the notes. You should not rely on the assets or cash flow of the Unrestricted Group to pay principal or interest on the notes. We have presented financial information in this prospectus showing Starz, LLC and its subsidiaries on a consolidated basis. See audited and unaudited consolidated financial statements of Starz, LLC for unaudited consolidating financial information of the sole guarantor, Starz Entertainment, LLC.

SPECIAL NOTE REGARDING NON-GAAP FINANCIAL MEASURES

        The body of generally accepted accounting principles in the United States ("U.S.") is commonly referred to as GAAP. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted OIBDA, as presented in this prospectus, is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP.

        We define Adjusted OIBDA as revenue less programming costs, production and acquisition costs, home video cost of sales, operating expenses, advertising and marketing costs and general and administrative expenses. Our chief operating decision maker uses this measure of performance in conjunction with other measures to evaluate our operating segments and make decisions about allocating resources among our operating segments. We believe that Adjusted OIBDA is an important indicator of the operational strength and performance of our operating segments, including each operating segment's ability to service debt and fund investments in films and television programs. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies to improve performance. This measure of performance excludes phantom stock appreciation rights, long-term incentive plan and stock compensation and depreciation and amortization that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, income (loss) from continuing operations before income taxes, net income (loss), net cash provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Adjusted OIBDA has several limitations that are discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Adjusted Operating Income Before Depreciation and Amortization (Adjusted OIBDA)," which section also provides for a quantitative reconciliation of Adjusted OIBDA to income from continuing operations before income taxes.

INDUSTRY AND MARKET DATA

        Market data and other statistical data regarding us and our subsidiaries, and used throughout this prospectus, are based on independent industry publications, government publications, reports by market research firms, including Rentrak, Three, Inc., Kadence International, Nielsen and SNL Kagan, or other published independent sources, as well as management's knowledge of, experience in and estimates about the industry and markets in which we operate. Although we believe the third-party sources to be reliable, we have not independently verified the data obtained from these sources and we cannot assure you of the accuracy or completeness of the data. Similarly, our internal research and forecasts are based upon our management's understanding of industry conditions and such information has not been verified by any independent sources. Although we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors."

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NON-RELIANCE ON LIBERTY MEDIA CORPORATION

        We are a wholly-owned subsidiary of Liberty Media Corporation, which we refer to as "LMC" in this prospectus. LMC is a company whose securities are registered under the Securities Exchange Act of 1934, as amended, or the "Exchange Act," and is therefore required to file periodic and current reports and other materials with the SEC. While such information is available, investors are cautioned that LMC is not the issuer of the notes and is not otherwise a guarantor or obligor (contingent or otherwise) with respect to the notes, and will not otherwise provide credit support for the notes. Therefore, you are directed to rely solely on this prospectus in making your decision with respect to the exchange offer.

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SUMMARY

This summary contains a general summary of the information contained in this prospectus. The following information is qualified in its entirety by the more detailed information and financial statements and the notes related thereto appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in the notes. Investing in the notes involves significant risks, including those described herein under "Risk Factors." In this prospectus unless otherwise indicated or the context otherwise requires, the terms "Starz, LLC," the "Company," "we," "us" and "our" refer to Starz, LLC, the co-issuer of the notes and its subsidiaries; the term "Finance Corp." refers to Starz Finance Corp., the co-issuer of the notes; the term "LMC" refers to Liberty Media Corporation, the parent corporation of Starz, LLC (which will be renamed Starz after the reorganization described below under "LMC Relationship and Recent Developments"); the term "Starz Entertainment" refers to Starz Entertainment, LLC, a wholly-owned restricted subsidiary of Starz, LLC and the sole guarantor of the notes; the term "Film Roman" refers to Film Roman, LLC, a wholly-owned unrestricted and non-guarantor subsidiary; the term "Starz Media" refers to Starz Media Group, LLC, a majority-owned unrestricted and non-guarantor subsidiary which is 25% owned by The Weinstein Company LLC ("TWC") and 75% owned by Starz, LLC; the terms "Starz Media, LLC," "Anchor Bay Entertainment," and "Overture Films" refer to indirect, majority-owned unrestricted and non-guarantor subsidiaries of Starz, LLC. Unless otherwise specified, the operations and financial information in this prospectus (including the Consolidated Financial Statements) includes the Unrestricted Group.

COMPANY OVERVIEW

        Starz, LLC's principal businesses are conducted by our wholly-owned subsidiaries Starz Entertainment and Film Roman and by our majority-owned subsidiary Starz Media. Our operations are managed by and organized around our Starz Channels, Starz Distribution and Starz Animation operating segments. The Starz Distribution operating segment includes our Home Video, Digital Media and Worldwide Distribution businesses, as described in further detail below.

Starz Entertainment

        Starz Entertainment's principal business includes the operations of our Starz Channels' operating segment. Starz Channels is a leading provider of premium subscription video programming to U.S. multichannel video distributors, including cable operators (such as Comcast and Time Warner Cable), satellite television providers (such as DIRECTV and Dish Network), and telecommunications companies (such as AT&T and Verizon). Starz Channels' flagship premium networks are Starz and Encore. As of June 30, 2012, these networks were available for subscription in approximately 100 million U.S. multichannel households, defined as households subscribing to services offered by multichannel video distributors, as well as over the internet. As of June 30, 2012, Starz Channels had 20.7 million Starz subscribers and 34.2 million Encore subscribers. Starz Channels' subscriber numbers do not include subscribers who receive Starz programming over the internet or who receive our programming free as part of a promotional offer. Our third network, MoviePlex, offers a variety of library content, art house, independent films and classic movies. Starz and Encore, along with MoviePlex, air over 1,000 movies monthly across 17 linear channels complemented by On Demand and internet services.

        Starz Entertainment's financial results also include the ancillary revenue and expenses related to Starz Channels' original programming content that is managed within our Starz Media subsidiary. Starz Entertainment pays Starz Media a distribution fee for managing its original content.

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Starz Media and Other Businesses

        Starz Media and Other Businesses include the operations of our Starz Distribution and Starz Animation operating segments. As discussed above, the ancillary revenue and expenses of the Starz Channels' original programming content is managed by Starz Media through the Starz Distribution operating segment for a distribution fee. Starz Distribution includes our Home Video, Digital Media and Worldwide Distribution businesses. A summary of the businesses included within Starz Media and Other Businesses are as follows:

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Home Video.  Through our majority-owned subsidiary Anchor Bay Entertainment, our Home Video business unit sells or rents DVDs (standard definition and Blu-ray) under the Anchor Bay and Manga brands, in the United States, Canada, the United Kingdom, Australia and other international territories to the extent we have rights to such content in international territories. Anchor Bay Entertainment develops and produces certain of its content and also acquires and licenses various titles from third parties. Anchor Bay Entertainment also distributes other titles acquired or produced by us including the Starz Channels' original programming content, Overture Films' titles (as discussed below), and TWC's titles. These titles are sold to and distributed by regional and national retailers and other distributors, including Wal-Mart, Target, Best Buy, Ingram Entertainment, Amazon and Netflix.

•

Digital Media.  Our Digital Media business unit performs digital distribution, licensing, syndication, content and vendor partnerships for our owned content and content for which we have licensed the digital ancillary rights (including Overture Films' titles) in the United States and throughout the world to the extent we have rights to such content in international territories. Digital Media receives fees for such services from a wide array of partners and distributors. These range from traditional multichannel video distributors, internet/mobile distributors, game developers/publishers and consumer electronics companies. Digital Media also distributes Starz Channels' original programming content and TWC's titles.

•

Worldwide Distribution.  Our Worldwide Distribution business unit exploits our owned content and content for which we have licensed ancillary rights (including Overture Films' titles) on free or pay television in the United States and throughout the world on free or pay television and other media to the extent that we have rights to such content in international territories. Worldwide Distribution also distributes Starz Channels' original programming content.

•

Animation.  Our Animation operating segment, through our wholly-owned subsidiary Film Roman, develops and produces two-dimensional animated content on a for-hire basis for distribution theatrically and on television for various third party entertainment companies.

        Prior to July 2010, Starz Media also produced and acquired live action theatrical motion pictures for release domestically and throughout the world through our subsidiary Overture Films. In July 2010, we shut down Overture Films' theatrical production and distribution operations. Overture Films' library of 19 released films was retained and continues to be exploited by Starz Distribution.

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ORGANIZATIONAL STRUCTURE

        The following chart represents a summary of our current legal structure, excluding certain third tier subsidiaries:

⁽¹⁾

LMC is not a guarantor of the notes. LMC will be renamed Starz following the separation of LMC and Starz, LLC described in "LMC Relationship and Recent Developments."

LMC RELATIONSHIP AND RECENT DEVELOPMENTS

        We are a wholly-owned subsidiary of LMC (NASDAQ: LMCA, LMCB). LMC is not a guarantor and has no obligations under the notes. Prior to September 23, 2011, we were an indirect subsidiary of Liberty Interactive Corporation (then known as Liberty Media Corporation) and attributed to its Liberty Starz tracking stock. Pursuant to a corporate restructuring, on September 23, 2011, LMC (formerly known as Liberty CapStarz, Inc.), our direct parent, split-off from Liberty Interactive Corporation and we were then attributed to the Liberty Starz tracking stock of LMC. As a tracking stock, Liberty Starz did not represent a separate legal entity; rather it represented those businesses, assets and liabilities which LMC attributed to that group. Effective November 28, 2011, LMC eliminated its tracking stock structure and converted shares of the Liberty Starz tracking stock into shares of common stock of LMC.

        During August 2012, LMC's Board of Directors authorized a plan to distribute to the stockholders of LMC shares of a subsidiary that will hold all of the businesses, assets and liabilities of LMC not associated with Starz, LLC (the "Spin-Off"). The transaction will be effected as a pro-rata dividend of shares, expected to be on a 1 to 1 ratio, of Liberty Spinco, Inc. ("Liberty Spinco"), a newly created

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subsidiary to the stockholders of LMC. The subsidiary, which will become a separate public company, upon the completion of the Spin-Off will be renamed Liberty Media Corporation. The businesses, assets and liabilities not included in Liberty Spinco will remain part of a separate public company to be named Starz. In connection with the reorganization transaction, LMC currently contemplates that the Company will pay a total cash dividend of $1.8 billion to LMC (inclusive of dividends of $400.0 million paid to date), funded by a combination of cash on hand and borrowings under our senior secured revolving credit facility, and such cash amount will be transferred to Liberty Spinco. The total amount of the dividend will depend on the financial performance and free cash flow generated by Starz, LLC prior to the reorganization transaction. Additionally, in connection with the reorganization transaction, the Company will distribute its corporate office building and related building improvements to LMC (and LMC will subsequently transfer such building and related improvements to a subsidiary of Liberty Spinco) and then lease back the use of such facilities from such Liberty Spinco subsidiary. The terms of such lease are still being negotiated. As such, we have estimated the amount of the future capital lease to be $50.0 million, which approximates the net book value of the building and building improvements at June 30, 2012. The Spin-Off is intended to be tax-free to stockholders of LMC and its completion will be subject to various conditions, including the registration of the shares to be distributed, the receipt of an IRS private letter ruling, the opinions of tax counsel and any required government approvals. The Spin-Off will not require a stockholder vote. Subject to such conditions, including those described above, the Spin-Off is currently expected to occur in late 2012 or early 2013. Following the Spin-Off, Liberty Spinco and Starz will operate independently, and neither will have any stock ownership, beneficial or otherwise, in the other.

CORPORATE INFORMATION

        Starz, LLC is a Delaware limited liability company, Starz Finance Corp. is a Delaware corporation and Starz Entertainment, LLC is a Colorado limited liability company, each with principal executive offices located at 8900 Liberty Circle, Englewood, Colorado 80112. Our main telephone number at that location is (720) 852-7700.

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THE EXCHANGE OFFER

        On September 13, 2012, we completed a private offering of the original notes in reliance on Section 4(2) of the Securities Act, and Rule 144A and Regulation S thereunder. As part of that offering, we entered into a registration rights agreement with the initial purchasers of the original notes, which we refer to as the registration rights agreement, in which we agreed, among other things, to offer to exchange the original notes for the exchange notes. The following is a summary of the principal terms of the exchange offer. A more detailed description is contained in the section of this prospectus entitled "The Exchange Offer."

Original Notes	$500 million aggregate principal amount of 5.00% Senior Notes due September 15, 2019, which were issued in a private placement on September 13, 2012.
Exchange Notes	5.00% Senior Notes due September 15, 2019. The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes are registered under the Securities Act, and the transfer restrictions, registration rights and related special interest provisions applicable to the original notes will not apply to the exchange notes.
Exchange Offer	Pursuant to the registration rights agreement, we are offering to exchange up to $500 million principal amount of our exchange notes that have been registered under the Securities Act for an equal principal amount of our original notes.
	The exchange notes will evidence the same debt as the original notes, including principal and interest, and will be issued under and be entitled to the benefits of the same indenture that governs the original notes. Holders of the original notes do not have any appraisal or dissenter's rights in connection with the exchange offer. Because the exchange notes will be registered, the exchange notes will not be subject to transfer restrictions and holders of original notes that tender and have their original notes accepted in the exchange offer will no longer have registration rights or the right to receive the related special interest under the circumstances described in the registration rights agreement.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on [                    ], 2012, which we refer to as the "Expiration Date," unless we decide to extend it or terminate it early. We do not currently intend to extend the exchange offer. A tender of original notes pursuant to this exchange offer may be withdrawn at any time on or prior to the Expiration Date if we receive a valid written withdrawal request before the expiration of the exchange offer.

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Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may, but are not required to, waive. We will not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes, and we may terminate or amend the exchange offer if we determine in our reasonable judgment that the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC. Please see "The Exchange Offer—Conditions to the Exchange Offer" for more information regarding the conditions to the exchange offer. We reserve the right, in our sole discretion, to waive any and all conditions to the exchange offer on or prior to the Expiration Date.
Procedures for Tendering Original Notes	To participate in the exchange offer, on or prior to the Expiration Date you must tender your original notes by using the book-entry transfer procedures described in "The Exchange Offer—Procedures for Tendering Original Notes," including transmission or delivery to the exchange agent of an agent's message or a properly completed and duly executed letter of transmittal, with any required signature guarantee. In order for a book-entry transfer to constitute a valid tender of your original notes in the exchange offer, U.S. Bank National Association, as registrar and exchange agent, must receive a confirmation of book-entry transfer of your original notes into the exchange agent's account at The Depository Trust Company prior to the Expiration Date. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	• you are acquiring exchange notes in the ordinary course of your business;
	• you are not engaged in, and you do not intend to engage in, and you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;
	• you are transferring good and marketable title to the original notes free and clear of all liens, security interests, encumbrances, or rights or interests of others except your own;
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes that were acquired by you as a result of market-making or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of your exchange notes; and
	• you are not our "affiliate" as defined in Rule 405 of the Securities Act. If you are a broker-dealer, you may not participate in the exchange offer as to any original notes you purchased directly from us.

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Withdrawal	You may withdraw any original notes tendered in the exchange offer by sending the exchange agent notice of withdrawal at any time prior to 5:00 p.m., New York City time, on the Expiration Date. If we decide for any reason not to accept any original notes tendered for exchange or to withdraw the exchange offer, the original notes will be returned promptly after the expiration or termination of the exchange offer. For further information regarding the withdrawal of tendered original notes, please see "The Exchange Offer—Withdrawal of Tenders."
Acceptance of Original Notes and Delivery of Exchange Notes	If you fulfill all conditions required for proper acceptance of the original notes, we will accept any and all original notes that you properly tender in the exchange offer before 5:00 p.m., New York City time, on the Expiration Date. For more information, please read "The Exchange Offer—Terms of the Exchange Offer."
United States Federal Income Tax Considerations	The exchange of exchange notes for original notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please see "Certain United States Federal Income and Estate Tax Consequences" for more information regarding the tax consequences to you of the exchange offer.
Use of Proceeds	The issuance of the exchange notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under the registration rights agreement we entered into with the initial purchasers of the original notes.
Fees and Expenses	We will pay all expenses incident to the exchange offer.
Exchange Agent	We have appointed U.S. Bank National Association as our exchange agent for the exchange offer. You should tender your notes, direct questions and requests for assistance and requests for additional copies of this prospectus (including the letter of transmittal) to the exchange agent as follows:
	Delivery by Mail: U.S. Bank National Association 60 Livingston Avenue—EP—MN—WS2N St. Paul, MN 55107-2292 Attention: Specialized Finance
	Courier or Overnight Delivery: U.S. Bank National Association 111 Fillmore Avenue St. Paul, MN 55107-1402 Attention: Specialized Finance
	To Confirm by Telephone or for Information: (651) 466-7150

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	Facsimile Transmissions: (651) 466-7372
	You can find more information regarding the exchange agent elsewhere in this prospectus under the caption "The Exchange Offer—Exchange Agent."
Resales of Exchange Notes	Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the exchange notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act so long as certain conditions are met. See "The Exchange Offer—Resale of Exchange Notes" and "Plan of Distribution" for more information regarding resales.
Consequences of Not Exchanging Your Original Notes	If you do not exchange your original notes in this exchange offer, you will continue to hold unregistered original notes and you will no longer be entitled to registration rights or the special interest provisions related thereto, except in the limited circumstances set forth in the registration rights agreement. See "The Exchange Offer—Consequences of Failure to Exchange." In addition, you will not be able to resell, offer to resell or otherwise transfer your original notes unless you do so in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws or unless we register the offer and resale of your original notes under the Securities Act. Following the exchange offer, we will be under no obligation to register your original notes, except under the limited circumstances set forth in the registration rights agreement.
	For information regarding the limited circumstances under which we may be required to file a registration statement after this exchange offer and the consequences of not tendering your original notes in this exchange offer, please see "The Exchange Offer—Consequences of Failure to Exchange".
Additional Documentation; Further Information; Assistance	Any questions or requests for assistance or additional documentation regarding the exchange offer may be directed to the exchange agent at the number set forth above. Beneficial owners of original notes should contact their broker, dealer, commercial bank, trust company or other nominee for assistance in tendering their original notes in the exchange offer.

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TERMS OF THE EXCHANGE NOTES

        The terms of the exchange notes and those of the outstanding original notes are substantially identical, except that the exchange notes are registered under the Securities Act, and the transfer restrictions, registration rights and related special interest provisions applicable to the original notes will not apply to the exchange notes. The exchange notes represent the same debt as the original notes for which they are being exchanged. Both the original notes and the exchange notes are governed by the same indenture.

Issuers	Starz, LLC and Starz Finance Corp. (together, the "Issuers").
	Starz Finance Corp., a Delaware corporation, is a wholly-owned subsidiary of Starz, LLC that has been formed for the sole purpose of co-issuing the notes offered hereby and the notes issued in any future offerings. Starz Finance Corp. does not and will not have any operations, assets or subsidiaries of its own and does not and will not have any revenue.
Notes Offered	$500.0 million aggregate principal amount of 5.00% senior notes due 2019.
Maturity	The notes will mature on September 15, 2019.
Interest Payment Dates	Interest will be payable, entirely in cash, semi-annually, in arrears, on March 15 and September 15 of each year, beginning on March 15, 2013. Interest will accrue from September 13, 2012.
Guarantees	The notes will be guaranteed, jointly and severally, on a senior basis, by each of our existing and future subsidiaries that guarantee the obligations under our senior secured credit facilities. Initially, Starz Entertainment will be the only guarantor of the notes.
	See "Description of Notes—Note Guarantees."
Ranking	The notes will rank equally in right of payment to all of our existing and future senior obligations and senior in right of payment to all of our existing and future subordinated obligations. The guarantees will rank equally in right of payment with the guarantors' existing and future senior obligations and senior in right of payment to their existing and future subordinated obligations. The notes and guarantees will be effectively subordinated to any existing and future secured obligations to the extent of the value of the assets securing the obligations, including indebtedness under our senior secured credit facilities. The notes and guarantees will be structurally subordinated to all the liabilities of any of our subsidiaries that do not guarantee the notes. See "Description of Notes—Ranking."

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Optional Redemption	We may redeem some or all of the notes at any time on or after September 15, 2015 at the redemption prices set forth in "Description of Notes—Optional Redemption." We may also redeem up to 35% of the aggregate principal amount of the notes using the proceeds from certain equity offerings completed before September 15, 2015. In addition, prior to September 15, 2015, we may redeem the notes, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to the applicable redemption date plus the applicable "make-whole" premium set forth in "Description of Notes."
Change of Control	If we experience specific kinds of changes of control, we will be required to make an offer to purchase the notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. See "Description of Notes—Change of Control."
Certain Covenants	The indenture governing the notes will restrict our ability and the ability of our restricted subsidiaries to, among other things:
	• incur additional debt;
	• pay dividends and make certain distributions, investments and other restricted payments;
	• create certain liens or use assets as security in other transactions;
	• transfer or sell assets;
	• change our line of business;
	• enter into transactions with affiliates;
	• limit the ability of restricted subsidiaries to make payments to us;
	• enter into sale and leaseback transactions;
	• merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and
	• designate subsidiaries as unrestricted subsidiaries.
	These covenants are subject to important exceptions and qualifications. See "Description of Notes—Certain Covenants."
	If the notes are assigned investment grade ratings by both Moody's and Standard & Poor's and no default or event of default has occurred and is continuing, certain covenants will be eliminated. The eliminated covenants will not be reinstated if the notes subsequently fail to be rated investment grade. See "Description of Notes—Certain Covenants—Fall-Away Event."

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Transfer Restrictions	The notes generally will be freely transferable.
No Prior Market; No Listing	The notes will be new securities for which there is currently no market, and the notes will not be listed on any securities exchange or quoted on any quotation system. Although the initial purchasers of the original notes have informed us that they intend to make a market in the notes, they are not obligated to do so and may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be maintained.
Form and Denomination	The notes will be book-entry only and registered in the name of DTC or its nominee. The notes will be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Risk Factors	See "Risk Factors" beginning on page 12 and the other information contained in this prospectus for a discussion of factors you should carefully consider prior to making an investment decision regarding the notes.
	For additional information regarding the notes, see the "Description of Notes" section of this prospectus.

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RISK FACTORS

An investment in the notes involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as the other information included in this prospectus, before making an investment in the notes. The risks described below are not the only ones facing our company. In the event any of the following risks actually occurs, our business, financial condition and results of operations could be materially adversely affected. The value of the notes could decline due to any of these risks, and you may lose all or part of your investment in the notes. The risks described below are those that we currently believe may materially affect us. Additional risks not presently known to us, or that we currently consider immaterial, may also materially adversely affect us.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus. See "Cautionary Note Regarding Forward-Looking Statements."

Risks Related to our Business

If economic instability persists in the U.S. or in other parts of the world, our results of operations could be adversely affected.

        Our business is affected by prevailing economic conditions. Financial instability or a general decline in economic conditions in the U.S. could affect our business in an adverse manner. Decreases in U.S. consumer discretionary spending, which is sensitive to general economic conditions, may affect cable television and other video service subscriptions, in particular with respect to digital service tiers on which our Encore and Movieplex networks are sometimes carried and premium video tiers and premium a la carte where our Starz networks are typically carried. This reduction in spending could lead to a decrease in the number of subscribers to our networks from multichannel video distributors, which would have a material adverse impact on our business, financial condition and results of operations.

We depend on multichannel video distributors that carry our programming, and no assurance can be given that we will be able to maintain and renew our affiliation agreements on favorable terms or at all.

        We currently distribute our programming through affiliation agreements with many multichannel video distributors, including Comcast, DIRECTV, Dish Network, Time Warner Cable, Charter, Cox, Cablevision, AT&T and Verizon. Our affiliation agreements with distributors are scheduled to expire at various dates through 2018. Certain of our affiliation agreements are set to expire in the fourth quarter of 2012. In addition, two distributors have exercised options in their agreements which allow them to renegotiate their affiliation agreements. Based on the information we know today, we believe approximately 18% of Starz Entertainment's revenue of $1,315.2 million for the year ended December 31, 2011 and 18% of Starz Entertainment's revenue of $671.0 million for the six months ended June 30, 2012 is subject to renegotiation in the fourth quarter of 2012. Starz and these distributors are currently in discussions to renew and extend these agreements. Starz currently expects to renew and extend these agreements; however, the terms of such renewals may be less favorable than the current affiliation agreements. The largest multichannel video distributors have significant leverage in their relationship with certain programming networks. The two largest cable distributors provide service to approximately 34% of U.S. multichannel households, while the two largest direct broadcast satellite distributors provide service to an additional 34% of such households. Further consolidation among multichannel video distributors could increase this leverage.

        In some cases, if a distributor is acquired, the affiliation agreement of the acquiring distributor will govern following the acquisition. In those circumstances, the acquisition of a distributor that is party to

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affiliation agreements with us that are more favorable to us would adversely impact our business, financial condition and results of operations.

        The renewal negotiation process for affiliation agreements is typically lengthy. In certain cases, renewals are not agreed upon prior to the expiration of a given agreement, while the programming continues to be carried by the relevant distributor pursuant to the other terms and conditions in the affiliation agreement. We may be unable to obtain renewals with our current distributors on acceptable terms, if at all. We may also be unable to successfully negotiate affiliation agreements with new or existing distributors to carry our programming. Although we consider our current levels of distribution pursuant to affiliation agreements with terms expiring during 2012 to be ordinary course, the failure to successfully renew or negotiate new affiliation agreements covering a material portion of multichannel television households could result in a discontinuation of carriage that would materially adversely affect our subscriber growth, revenue and earnings which would materially adversely affect our business, financial condition and results of operations.

Because a limited number of multichannel video distributors account for a large portion of our business, the loss of any significant distributor would materially adversely affect our business, financial condition and results of operations.

        Our programming networks depend upon agreements with a limited number of multichannel video distributors. For the six months ended June 30, 2012 and the year ended December 31, 2011, Comcast and DIRECTV each accounted for at least 10% of our revenue. The loss of any significant distributor could have a material adverse effect on our business, financial condition and results of operations.

        Occasionally we have disputes with our distributors over the terms of our carriage, such as how the distributor markets our services (such as free offers), or other contract terms. If not resolved through business negotiation, such disputes could result in litigation or termination of an existing agreement. Termination of an existing agreement resulting in the loss of distribution of our programming to a material portion of our multichannel television households would materially adversely affect our subscriber growth, revenue and earnings and have an adverse effect on our business, financial condition and results of operations. See "Business—Legal Proceedings."

Increasing rates paid by multichannel video distributors to other programmers may result in increased rates charged to their subscribers for their services, making it more costly for subscribers to purchase our Starz and Encore services, which may result in fewer subscribers to our services and may materially adversely affect our business, financial condition and results of operations.

        The amounts paid by certain programming networks for the rights to carry broadcast networks and sports networks have increased substantially in recent years. As a result, these networks have taken large increases in the rates they charge for their networks to multichannel video distributors who in turn have passed on some of these increases to their subscribers. The rates that subscribers pay for programming from multichannel video distributors continue to increase each year and these increases may impact our ability, as a premium subscription video provider, to increase or even maintain our subscriber levels and may adversely impact our revenue and earnings which would have a materially adverse effect on our business, financial condition and results of operations.

We depend on our distributors to market our networks and other services, the lack of which may result in reduced customer demand.

        Currently, certain of our distributors are not allowing us to participate in cooperative marketing campaigns to market our networks and services. Our inability to participate in the marketing of our networks and other services may put us at a competitive disadvantage. Also, our distributors are often focused more on marketing their bundled service offerings (video, internet and telephone) than

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premium video services. If our distributors do not sign up new subscribers to our networks, we may lose subscribers which would have a materially adverse effect on our business, financial condition and results of operations.

We may not be able to adapt to new content distribution platforms and to changes in consumer behavior resulting from these new technologies, which may materially adversely affect our business, financial condition and results of operations.

        We must successfully adapt to technological advances in our industry, including the emergence of alternative distribution platforms. Our ability to exploit new distribution platforms and viewing technologies will affect our ability to maintain or grow our business and may increase our capital expenditures. Additionally, we must adapt to changing consumer behavior driven by advances such as digital video recorders (or "DVRs"), video-on-demand, internet-based content delivery, Blu-ray players and mobile devices. Such changes may impact the revenue we are able to generate from our traditional distribution methods by decreasing the viewership of our programming networks on cable and other multichannel video distribution systems. If we fail to adapt our distribution methods and content to emerging technologies, our appeal to our targeted audiences might decline and there would be a materially adverse effect on our business, financial condition and results of operations.

Our business depends on the appeal of our programming to our distributors and our viewers, which is difficult to predict.

        Our business depends in part upon viewer preferences and audience acceptance of the programming on our networks. These factors are difficult to predict, and subject to influences that are beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities. We may not be able to anticipate and react effectively to shifts in tastes and interests in our markets. A change in viewer preferences could cause our programming to decline in popularity, which could jeopardize renewal of our contracts with multichannel video distributors. In addition, our competitors may have more flexible programming arrangements, as well as greater amounts of available content, distribution and capital resources, and may be able to react more quickly than we can to shifts in tastes and interests.

        To an increasing extent, the success of our business depends on exclusive original programming and our ability to accurately predict how audiences will respond to our original programming. Because original programming often involves a greater degree of financial commitment, as compared to acquired programming that we license from third parties, and because our network branding strategies depend significantly on a relatively small number of original programs, a failure to anticipate viewer preferences for such programs could be especially detrimental to our business.

        In addition, theatrical feature films constitute a significant portion of the programming on our Starz and Encore programming networks. In general, the popularity of feature-film content on linear television is declining, due in part to the broad availability of such content through an increasing number of distribution platforms prior to our linear window. Should the popularity of feature-film programming suffer significant further declines, we may lose subscribership or be forced to rely more heavily on original programming, which could increase our costs.

        If our programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our programming, we may have a diminished negotiating position when dealing with distributors, which could reduce our revenue and earnings. We cannot assure you that we will be able to maintain the success of any of our current programming, or generate sufficient demand and market acceptance for our original programming. This would materially adversely impact our business, financial condition and results of operations.

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Our programming networks' success depends upon the availability of programming that is adequate in quantity and quality, and we may be unable to secure or maintain such programming.

        Our programming networks' success depends upon the availability of quality programming, particularly original programming and films, that is suitable for our target markets. While we produce some of our original programming, we obtain most of our programming (including original programming, films and other acquired programming) through agreements with third parties that have produced or control the rights to such programming. These agreements expire at varying times and may be terminated by the other party if we are not in compliance with their terms.

        We compete with other programming networks to secure desired programming. Competition for programming has increased as the number of programming networks has increased. Other programming networks that are affiliated with programming sources such as movie or television studios or film libraries may have a competitive advantage over us in this area. In addition to other cable programming networks, we also compete for programming with national broadcast television networks, local broadcast television stations video-on-demand services and internet-based content delivery services such as Netflix, iTunes, Amazon and Hulu. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.

        We cannot assure you that we will ultimately be successful in negotiating renewals of our programming rights agreements or in negotiating adequate substitute agreements. In the event that these agreements expire or are terminated, it would have a material adverse impact on our business, financial condition and results of operations.

Piracy of films and television programs is an increasingly prevalent problem and could adversely affect our business over time.

        Piracy is prevalent in many parts of the world and has been made easier in recent years by the availability of digital copies of content and technological advances allowing conversion of films into digital formats, which facilitates the creation, transmission and sharing of high quality unauthorized copies of films. Piracy has long-term implications for our business, as it may eventually force film studios to invest less in films, resulting in the release of fewer films and/or an increase in the use of other channels for releasing films. If film piracy were to increase, it would have a material adverse effect on our business, financial condition and results of operations.

We have entered into long-term output licensing agreements that require substantial payments over long periods of time.

        We have entered into long-term agreements to acquire theatrical releases from Disney and Sony. Such agreements expire at December 31, 2015 and 2016, respectively. Each agreement requires us to pay for films released by each studio at rates calculated on a pricing grid that is based on the film's domestic box office performance (subject to maximum amounts payable per film and a cap on the maximum number of films that can be put to us each year), and the amounts payable over the term of the respective agreements will be substantial. We believe that the theatrical performance of the films we will receive under the agreements will perform at levels consistent with the performance of films we have received from Disney and Sony in the past. We also assume a certain number of annual releases of first run films by Disney and Sony's studios consistent with the number we received in 2011. Should the films perform at higher levels across the slate of films we receive or the quantity of films increase, then our payment obligations under these agreements would increase and would have a materially adverse effect on our business, financial condition and results of operations.

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Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible.

        Original programming requires substantial financial commitment. In some cases the financial commitment can be offset by foreign, state or local tax incentives. However, there is a risk as the result of current economic conditions that the tax incentives will not remain available for the duration of a series. If tax incentives are no longer available or reduced substantially, it may result in increased costs for us to complete the production or make the production of additional seasons more expensive. If we are unable to produce original programming content on a cost effective basis our business, financial condition and results of operations may be materially adversely affected.

We are subject to intense competition, which may have a negative effect on our profitability or on our ability to expand our business.

        The cable programming industry is highly competitive. Our Starz and Encore networks compete with other programming networks and other types of video programming services for marketing and distribution by multichannel video distributors. We face competition with other providers of programming networks for the right to be carried by a particular multichannel video distributor and for the right to be carried by such system on a particular "tier" or in a particular "package" of service.

        Certain programming networks affiliated with broadcast networks like NBC, ABC, CBS or Fox may have a competitive advantage over our programming networks in obtaining distribution through the "bundling" of carriage agreements for such programming networks with a distributor's right to carry the affiliated broadcasting network. In addition, our ability to compete with certain programming networks for distribution may be hampered because the multichannel video distributors through which we seek distribution may be affiliated with these programming networks. Because such distributors may have a substantial number of subscribers, the ability of such programming networks to obtain distribution on the systems of affiliated distributors may lead to increased revenue for these programming networks because of their increased penetration compared to our programming networks. Even if the affiliated distributors carry our programming networks, they may place their affiliated programming network on a more desirable tier or programming package, thereby giving their affiliated programming network a competitive advantage over our own which would have a material adverse effect on our business, financial condition and results of operations.

Any continued or permanent inability to transmit our programming via satellite would result in lost revenue and could result in lost subscribers.

        Our success is dependent upon our continued ability to transmit our programming to multichannel video distributors from our satellite uplink facility, which transmissions are subject to Federal Communications Commission (the "FCC") compliance in the U.S. We have entered into long-term satellite transponder leases that expire between 2018 and 2021 in the U.S. for carriage of our network's programming. These leases provide for the continued carriage of our programming on available replacement transponders and/or replacement satellites, as applicable, throughout the term of the leases, in the event of a failure of either the transponders and/or satellites currently carrying our programming. Although we believe we take reasonable and customary measures to ensure continued satellite transmission capability, termination or interruption of satellite transmissions may occur and would have a material adverse effect on our business, financial condition and results of operations. Despite our efforts to secure transponder capacity with long-term satellite transponder leases, there is a risk that when these leases expire, we may not be able to secure capacity on a transponder or may not be able to secure capacity on a transponder on the same or similar terms. This may result in an inability to transmit the content and could result in significant lost revenue and lost subscribers and would have a material adverse effect on our business, financial condition and results of operations.

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If our technology facility fails or its operations are disrupted, our performance could be hindered.

        Our programming is transmitted from a facility we currently own at our corporate headquarters in Englewood, Colorado, and will continue to lease following the reorganization described above in "Summary—LMC Relationship and Recent Developments." We use our facility for a variety of purposes, including signal processing, satellite uplinking, program editing, promotions, creation of programming segments (i.e., interstitials) to fill short gaps between featured programs, quality control, and live and recorded playback. Like other facilities, this facility is subject to interruption from fire, lightning, adverse weather conditions and other natural causes. Equipment failure, employee misconduct or outside interference could also disrupt the facility's services. Although we have made arrangements at a third party facility to uplink certain of our channels to our satellites in the event we are unable to do so from our facility at our corporate headquarters, we currently do not have a backup operations facility that allows us to uplink all of our channels (including the ability to uplink our high definition signals). Any significant interruption at our facility affecting the distribution of our programming could have a material adverse effect on our business, financial condition and results of operations.

Our business is limited by regulatory constraints which may adversely impact our operations.

        Although our business generally is not directly regulated by the FCC, under the Communications Act of 1934 and the 1992 Cable Act, there are certain FCC regulations that govern our business either directly or indirectly. See "Business—Regulatory Matters." Furthermore, to the extent that regulations and laws, either presently in force or proposed, hinder or stimulate the growth of the cable television and satellite industries, our business will be affected.

        The regulation of cable television services and satellite carriers is subject to the political process and has been in constant flux over the past two decades. Further material changes in the law and regulatory requirements must be anticipated. We cannot assure you that we will be able to anticipate material changes in laws or regulatory requirements or that future legislation, new regulation or deregulation will not have a material adverse effect on our business, financial condition and results of operations.

We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

        We regard our intellectual property rights, including service marks, trademarks, domain names, copyrights (including our programming and our websites), trade secrets and similar intellectual property, as critical to our success. Our business also relies heavily upon software codes, informational databases and other components that aide in the provision of our networks to our multichannel video distributors.

        From time to time, we are subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the trademarks, patents, copyrights and other intellectual property rights of third parties. In addition, litigation may be necessary to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations. Our failure to protect our intellectual property rights, particularly our brand, in a meaningful manner or challenges to related contractual rights could result in erosion of our brand and limit our ability to control marketing of our networks, which could have a material adverse effect on our business, financial condition and results of operations.

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The loss of any of our key personnel and artistic talent could adversely affect our business.

        We believe that our future success will depend to a significant extent upon the performance of our senior executives. We do not maintain "key man" insurance. In addition, we depend on the availability of a number of writers, directors, producers and others, who are employees of third-party production companies that create our original programming. The loss of any significant personnel or talent could have a material adverse effect on our business, financial condition and results of operations.

Labor disputes may disrupt our operations and adversely affect the profitability of our business.

        Certain of our production employees at our Film Roman subsidiary are covered by collective bargaining agreements. In addition, our content providers' talent, including writers, directors, actors and production personnel and those working on our original productions, may be covered by labor agreements. In general, a labor dispute involving our employees, the employees of our subsidiaries, or talent involved in content production at our content providers or working on our original productions may disrupt our operations or result in work stoppages. Labor disputes may impair our ability to complete our original productions or restrict our access to available content, resulting in increased costs and decreased revenue which would have an adverse effect on our business, financial condition and results of operations. The resolution of labor disputes can be costly. Additionally, we cannot assure that we will renew our collective bargaining agreements as they expire or that we can renew them on favorable terms without any work stoppages. Such labor disputes may have a material adverse effect on our business, financial condition and results of operations.

Our Starz Distribution operating segment is subject to intense competition, which may have a material adverse effect on our profitability or on our ability to expand our business.

        The home entertainment industry is highly competitive. Our Home Video, Digital Media and Worldwide Distribution businesses compete to sell DVDs and other media (e.g., digital and television programs) with all of the major Hollywood studios, including Warner Brothers, Twentieth Century Fox, Disney, Sony, Paramount and Universal as well as smaller studios such as Lionsgate. All of these studios distribute their theatrical, television and titles acquired from third parties on DVD and other media and have marketing budgets that are well in excess of the amounts we are able to spend to market our content. We also compete with independent home entertainment distributors that are not affiliated with a Hollywood studio such as Image Entertainment, Entertainment One, Gaiam Media and Magnolia Pictures.

        In addition to competing with these parties for ultimate consumer sales of DVDs and other media, we also compete with them for "placement" at retailers and other distributors. Placement refers to the location in a store or on a website where our content is placed for sale as well as the actual amount of physical shelf space allotted to a release. The better the location and the more space we are allotted the greater the chance our content will be seen by the consumer and ultimately purchased. The quality and quantity of titles as well as the quality of our marketing programs determines how much shelf space we are able to garner at any given time as retailers and other distributors look to maximize DVD and other media sales.

        We compete with Hollywood studios and other distributors that may have certain competitive advantages over us to acquire the rights to sell or rent DVDs and other media. Our ability to license and produce quality content in sufficient quantities has a direct impact on our ability to acquire shelf space at retail and on websites. Some of our competitors, including the Hollywood studios, are large publicly held companies that have greater financial resources than we do. In addition, most of our content is obtained through agreements with other parties that have produced or own the rights to such content, while Hollywood studios produce most of the content they distribute.

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        Our DVD sales and other media sales are also impacted by the myriad of choices consumers have to view entertainment content, including over-the-air broadcast television, cable television networks, internet-based video and other online services, mobile services, radio, print media, motion picture theaters and other sources of information and entertainment. The increasing availability of content from these varying media outlets may reduce our ability to sell DVDs and other media in the future, particularly during difficult economic conditions such as we have seen in the past couple of years.

Risks Related to our Organizational Structure

The interests of our sole member may not coincide with yours and may make decisions with which you may disagree.

        LMC is our sole member. As a limited liability company under Delaware law, our sole member, rather than a board of directors, manages our business. As a result, LMC controls all aspects of our management, including the approval of significant corporate transactions such as a change of control. The interests of LMC may not coincide with our interests or the interests of noteholders. Accordingly, LMC could cause us to enter into transactions or agreements that noteholders would not approve or make decisions with which noteholders may disagree. For example, we may distribute excess cash or other assets to LMC in the form of dividends when permitted by law, the terms of our senior secured credit facilities and the indenture governing the notes. We have made significant distributions to LMC in the past and may make additional distributions in the future which could materially adversely affect our ability to pay principal and interest on the notes. See "Certain Relationships and Related Party Transactions."

        During August 2012, LMC's Board of Directors authorized a plan to distribute to the stockholders of LMC shares of a subsidiary that will hold all of the businesses, assets and liabilities of LMC not associated with Starz, LLC (the "Spin-Off"). The transaction will be effected as a pro-rata dividend of shares, expected to be on a 1 to 1 ratio, of Liberty Spinco, Inc. ("Liberty Spinco"), a newly created subsidiary to the stockholders of LMC. The subsidiary, which will become a separate public company, upon the completion of the Spin-Off will be renamed Liberty Media Corporation. The businesses, assets and liabilities not included in Liberty Spinco will remain part of a separate public company to be named Starz. In connection with the reorganization transaction, LMC currently contemplates that the Company will pay a total cash dividend of $1.8 billion to LMC (inclusive of dividends of $400.0 million paid to date), funded by a combination of cash on hand and borrowings under our senior secured revolving credit facility, and such cash amount will be transferred to Liberty Spinco. The total amount of the dividend will depend on the financial performance and free cash flow generated by Starz, LLC prior to the reorganization transaction. The only contractual limitation on our ability to pay such dividend is that our Consolidated Leverage Ratio (as defined in "Description of Notes—Certain Definitions") will not be greater than 4.0 to 1.0. Additionally, in connection with the reorganization transaction, the Company will distribute its corporate office building and related building improvements to LMC (and LMC will subsequently transfer such building and related improvements to a subsidiary of Liberty Spinco) and then lease back the use of such facilities from such Liberty Spinco subsidiary. The terms of such lease are still being negotiated. As such, we have estimated the amount of the future capital lease to be $50.0 million, which approximates the net book value of the building and building improvements at June 30, 2012. The Spin-Off is intended to be tax-free to stockholders of LMC and its completion will be subject to various conditions, including the registration of the shares to be distributed, the receipt of an IRS private letter ruling, the opinions of tax counsel and any required government approvals. The Spin-Off will not require a stockholder vote. Subject to such conditions, including those described above, the Spin-Off is currently expected to occur in late 2012 or early 2013.

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The Spin-off could result in a significant tax liability.

        LMC has announced its plan to effect the distribution of all of the stock of Liberty Spinco to its shareholders. The Spin-off is intended to be tax-free to LMC and its shareholders and its completion will be subject to various conditions, including the receipt of an IRS private letter ruling (a "Ruling") and an opinion of tax counsel. Although a Ruling will generally be binding on the IRS, the continuing validity of such Ruling, if obtained, will be subject to the accuracy of factual statements and representations made by LMC to the IRS. Further, as a result of the IRS's general ruling policy with respect to transactions under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), any Ruling obtained in connection with the Spin-off will not represent a determination by the IRS that certain requirements necessary to obtain tax-free treatment to LMC and its shareholders under Section 355 of the Code have been satisfied (specifically, the business purpose requirement, the requirement that the Spin-off not be used principally as a device for the distribution of earnings and profits, and the non-application of Section 355(e) of the Code to the Spin-off). As a result, the Spin-off is also conditioned upon the receipt by LMC of an opinion of tax counsel to the effect that the Spin-off will qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D). An opinion of counsel, however, is not binding on the IRS or the courts, and the conclusions expressed in such opinion could be challenged by the IRS and a court could sustain such challenge. If it is subsequently determined, for whatever reason, that the Spin-off does not qualify for tax-free treatment, LMC and/or the holders of its common stock could incur significant tax liabilities.

        In connection with the Spin-off, LMC expects to enter into a tax sharing agreement with Liberty Spinco that will generally allocate taxes and tax benefits related to (x) Starz, LLC and its subsidiaries to LMC and (y) the other assets and businesses of LMC that will be contributed to Liberty Spinco. In addition, it is expected that the tax sharing agreement will generally allocate any taxes and losses arising from the failure of the Spin-off to qualify as a tax-free transaction to Liberty Spinco, except to the extent that such taxes or losses (x) result from the breach of certain covenants to be made by LMC relating to the qualification of the Spin-off as a tax-free transaction, or (y) result from Section 355(e) of the Code applying to the Spin-off as a result of the Spin-off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of LMC. As of the date hereof, however, the proposed tax sharing agreement between LMC and Liberty Spinco has not been executed and its terms have not been finalized. Therefore, there is a risk that LMC may be responsible for tax liabilities, including taxes and losses related to the tax-treatment of the Spin-off, which are greater than the tax liabilities expected to be allocated to LMC under the proposed tax sharing agreement as of the date hereof.

Risks Relating to the Exchange Offer

If you do not properly tender your original notes, you will continue to hold unregistered notes and your ability to transfer those original notes may be adversely affected.

        If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your original notes described in the offering memorandum distributed in connection with the private placement of the original notes. In general, you may only offer or sell the original notes if they are registered under the Securities Act and applicable state securities laws or if they are offered and sold under an exemption from those requirements. We do not plan to register the offer and resale of the original notes under the Securities Act, unless required to do so under the limited circumstances set forth in the registration rights agreement. A sale of the original notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities law may require the delivery of an opinion of counsel to us and the registrar or co-registrar for the original notes. In addition, the issuance of the exchange notes may adversely affect the liquidity of the trading market for untendered, or tendered but

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unaccepted, original notes. For further information regarding the consequences of not tendering your original notes in the exchange offer, see "The Exchange Offer—Consequences of Failure to Exchange."

        We will only issue exchange notes in exchange for original notes that you timely and properly tender into the exchange offer. Therefore, you should allow sufficient time to ensure timely delivery of your original notes and other required documents to the exchange agent and you should carefully follow the instructions on how to tender your original notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of original notes. We may waive any defects or irregularities with respect to your tender of original notes, but we are not required to do so and may not do so. We are not offering guaranteed delivery procedures in connection with the exchange offer. See "The Exchange Offer—Procedures for Tendering Original Notes."

Some holders who exchange their original notes may be deemed to be underwriters and hence subject to subsequent transfer restrictions.

        If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the exchange notes. See "The Exchange Offer—Resale of Exchange Notes" and "Plan of Distribution."

Risks Related to the Notes

We have a substantial amount of indebtedness, which could adversely affect our financial position and your investment in the notes, and prevent us from fulfilling our debt obligations, including our debt obligations under the notes.

        We have a substantial amount of indebtedness. As of June 30, 2012, on a pro forma basis, we would have had total debt of $1,269.0 million, consisting of $500.0 million of notes offered hereby, $681.0 million of borrowings under our senior secured revolving credit facility and $88.0 million of capital lease obligations. We also would have had an additional $319.0 million available for borrowing under our senior secured revolving credit facility as of that date. We may incur significant additional indebtedness in the future. See "Unaudited Pro Forma Consolidated Financial Data."

Our level of indebtedness could limit our flexibility in responding to current market conditions, and could have a material adverse effect on our financial position, preventing us from meeting our obligations under our debt instruments, including the notes, or otherwise restricting our business activities.

        The existence of and limitations on the availability of our debt could have important consequences. The existence of debt could, among other things:

•

require a substantial portion of our net cash provided by operating activities to be dedicated to the payment of principal and interest on our indebtedness;

•

limit our ability to use net cash provided by operating activities or obtain additional financing for future working capital, capital expenditures or other general corporate purposes, which reduces the funds available to us for operations and any future business opportunities;

•

increase our vulnerability to general economic and industry conditions;

•

expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable interest rates; and

•

cause our content providers and distributors to attempt to use our significant debt levels in order to put pricing pressure on us during negotiations of affiliation and output licensing agreements.

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        Limitations imposed as a part of the debt, such as the availability of credit and the existence of restrictive covenants may, among other things:

•

make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the notes and our other indebtedness;

•

restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

•

limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes on satisfactory terms or at all;

•

limit our flexibility to plan for, or react to, changes in our business and industry;

•

place us at a competitive disadvantage compared to our less leveraged competitors; and

•

limit our ability to respond to business opportunities.

We may not be able to generate sufficient cash to service our debt obligations, including our obligations under the notes and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make payments on our indebtedness, including the notes, will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to maintain a level of net cash provided by operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including our senior secured credit facilities and the notes.

        If our net cash provided by operating activities and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to dispose of material assets or operations, seek additional capital or restructure or refinance our indebtedness, including the notes. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. Additionally, we may not be able to consummate asset dispositions or obtain the proceeds that we expect to realize from them, and any proceeds received may not be adequate to meet any debt service obligations then due. The terms of the indenture governing the notes, the agreements governing our senior secured credit facilities and future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.

We will need to refinance certain existing indebtedness prior to the maturity of the notes.

        Our senior secured credit facilities mature on November 16, 2016, which is earlier than the maturity of the notes offered hereby. See "Description of Other Indebtedness—Senior Secured Credit Facilities." Although we expect to refinance or otherwise repay this indebtedness, we may not be able to refinance this indebtedness on commercially reasonable terms or at all. The financial terms or covenants of any new credit facility, notes or other indebtedness may not be as favorable as those under our senior secured credit facilities. Our ability to complete a refinancing of our senior secured credit facilities prior to their maturity will depend on our financial and operating performance, as well as a number of conditions beyond our control. For example, if disruptions in the financial markets were to exist at the time that we intended to refinance this indebtedness, we might be restricted in our ability to access the financial markets. In response to the recent financial crisis affecting the banking system and financial markets, the U.S. Congress and government have enacted legislation and proposed

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several additional economic stimulus programs for the purpose of stabilizing the financial markets and increasing the availability of credit. However, the capital markets and credit markets have continued to experience extreme levels of volatility. There can be no assurance what the impact of these programs ultimately will have on the financial markets or the U.S. economy. If actions taken pursuant to legislation are not successful in stabilizing the economy, particularly the financial markets, and increasing the availability of credit, it could impact our ability to refinance our indebtedness. If we are unable to refinance our indebtedness, our alternatives would consist of negotiating an extension of our senior secured credit facilities with the lenders and seeking or raising new equity capital. If we were unsuccessful, the lenders under our senior secured credit facilities could demand repayment of the indebtedness owed to them on the relevant maturity date. As a result, our ability to pay the principal of and interest on the notes would be materially adversely affected.

The notes will be unsecured and will be effectively subordinated to our and the guarantor's secured debt.

        Our obligations under the notes and the guarantor's obligation under the guarantee of the notes will not be secured by any of our or our guarantor's assets. Borrowings under our senior secured credit facilities are secured by a security interest in all of our membership interests and the capital stock of or equity interests in each of our existing and future subsidiaries that guarantee the obligations under our senior secured credit facilities. In addition, the indenture governing the notes permits us and our subsidiaries to incur additional secured debt. As a result, the notes and the guarantees will be effectively subordinated to all of our and the guarantor's secured debt and other obligations to the extent of the value of the membership interests or equity interests securing such obligations. As of June 30, 2012, on a pro forma basis, we would have had $681.0 million of borrowings under our senior secured revolving credit facility, $88.0 million of capital lease obligations and an additional $319.0 million of availability under our senior secured revolving credit facility. See "Unaudited Pro Forma Consolidated Financial Data." If we and the guarantor were to become insolvent or otherwise fail to make payments on the notes, holders of our and the guarantor's secured obligations would be paid first and would receive payments from the assets securing such obligations before the holders of the notes would receive any payments. You may therefore not be fully repaid in the event we become insolvent or otherwise fail to make payments on the notes.

The notes constitute obligations of us and our subsidiaries that are guarantors and that guarantee our senior secured credit facilities and will not be obligations of LMC, its other affiliates or of our non-guarantor subsidiaries. In addition, the notes will be structurally subordinated in right of payment to all obligations of any of our current and future subsidiaries that do not guarantee the notes. If the guarantees are deemed unenforceable, the remaining assets of such guarantors may not be sufficient to make any payments on the notes.

        The notes will be guaranteed by each of our subsidiaries that are guarantors of our senior secured credit facilities, initially Starz Entertainment, but will not receive a guarantee or other credit support from LMC or any of its other affiliates. The notes and guarantees will therefore be structurally subordinated to all of the liabilities of our current and future subsidiaries that do not guarantee the notes. See "Description of Notes—Note Guarantees." See "Description of Notes—Ranking."

        As of June 30, 2012, Starz Media and Other Businesses had $172.9 million of obligations, all of which would be structurally senior to the notes. In addition, our non-guarantor subsidiaries will not be restricted subsidiaries on the issue date. As a result, such unrestricted subsidiaries will not be subject to any of the limitations or covenants contained in the indenture and as such you should not rely on the assets or cash flow of unrestricted subsidiaries as being available to pay principal and interest on the notes.

        Although the guarantees provide the holders of the notes with a direct claim as a creditor against the assets of the subsidiary guarantors, the guarantees may not be enforceable as described in more

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detail below. If the guarantees by the subsidiary guarantors are not enforceable, the notes would be effectively subordinated to all liabilities of the subsidiary guarantors, including trade payables. As a result of being effectively subordinated to the liabilities of a subsidiary, if there were a dissolution, bankruptcy, liquidation or reorganization of such subsidiary, the holders of the notes would not receive any amounts with respect to the notes until after the payment in full of the claims of creditors of such subsidiary.

Covenants in our debt agreements will restrict our business in many ways.

        Our senior secured credit facilities and the indenture governing the notes will contain various covenants that limit our ability and/or our restricted subsidiaries' ability to, among other things:

•

incur additional indebtedness;

•

create liens on property or assets;

•

make certain loans or investments;

•

sell or dispose of assets;

•

pay certain dividends and other restricted payments;

•

dissolve, consolidate or merge;

•

enter into certain transactions with affiliates;

•

enter into sale/leaseback transactions; and

•

restrict subsidiary distributions.

        These covenants are subject to important exceptions and qualifications as described under "Description of Notes" and in our senior secured credit facilities. In addition, our senior secured credit facilities contain restrictive covenants and require us to maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and we may be unable to meet those tests. A breach of any of these covenants could result in a default under our senior secured credit facilities, which in turn could result in a default under the indenture governing the notes. Upon the occurrence of an event of default under our senior secured credit facilities, the lenders could elect to declare all amounts outstanding under our senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness. We have pledged our membership interest and the equity interests of our material restricted subsidiaries as collateral under our senior secured credit facilities. If the lenders and counterparties under our senior secured credit facilities accelerate the repayment of obligations, we may not have sufficient assets to repay our senior secured credit facilities, and our other indebtedness, including the notes. See "Description of Other Indebtedness." Our borrowings under our senior secured credit facilities are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash on hand would decrease.

Many of the covenants in the indenture will cease to apply if such notes are rated investment grade by both Moody's and Standard & Poor's.

        Many of the covenants in the indenture governing the notes will no longer apply to the notes if the notes are rated investment grade by both Moody's and Standard & Poor's at a time that no default has occurred and is continuing. These covenants include, among other things, limitations on our ability to pay distributions, incur debt and to enter into certain other transactions. There can be no assurance

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that the notes will ever be rated investment grade or that if they are rated investment grade, that the notes will maintain these ratings. Termination of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. Even if the notes subsequently fail to be rated investment grade, the terminated covenants will not be reinstated. See "Description of Notes—Certain Covenants—Fall-Away Event."

An adverse rating of the notes may cause their value to decline.

        Ratings agencies may lower ratings on the notes in the future. If rating agencies assign a lower-than-expected rating or reduce, or indicate that they may reduce, their ratings or outlook in the future, the value of the notes could significantly decline.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.

        Any default under the agreements governing our indebtedness, including a default under our senior secured credit facilities, that is not waived by the required lenders thereunder, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our senior secured credit facilities and the indenture governing the notes offered hereby), we could be in default under the terms of the agreements governing such indebtedness, including our senior secured credit facilities and the indenture governing the notes offered hereby. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to institute foreclosure proceedings against the collateral, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit facilities, which would result in a default under the indenture, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

We may not be able to purchase the notes upon a change of control as required by the indenture.

        Upon the occurrence of specific types of change of control events, we will be required to offer to repurchase all of the notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest and additional interest, if any, up to, but not including the date of repurchase. We may not have sufficient funds available to repurchase all of the notes tendered pursuant to any such offer and any other debt that would become payable upon a change of control. Any failure to purchase the notes would be a default under the indenture, which would trigger a default under our senior secured credit facilities. In that event, we would need to cure or refinance our senior secured credit facilities before making an offer to purchase.

        A change of control (as defined in our senior secured credit facilities) would constitute a default under our senior secured credit facilities. Upon any such default, the lenders may declare any outstanding obligations under our senior secured credit facilities immediately due and payable. If such debt repayment were accelerated, we may not have sufficient funds to repurchase the notes and repay the debt. There can be no assurance that we would be able to refinance our indebtedness or, if a refinancing were to occur, that the refinancing would be on terms favorable to us.

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        Courts interpreting change of control provisions under New York law (which will govern the indenture) have not provided clear and consistent meanings of such change of control provisions which leads to subjective judicial interpretation. In addition, a recent court case in Delaware has questioned whether a change of control provision contained in an indenture could be unenforceable on public policy grounds. No assurances can be given that another court would enforce the change of control provisions in our indenture as written for the benefit of the holders.

        In addition, if a change of control occurs, we may not be able to borrow under our senior secured revolving credit facility which could have a material adverse effect on our financial situation and our ability to conduct our business.

A court could cancel the notes or the guarantees of the notes under fraudulent conveyance laws or certain other circumstances.

        Our issuance of the notes and the issuance of the guarantees by certain of our subsidiaries may be subject to review under federal or state fraudulent transfer laws. If we or such guarantor becomes a debtor in a case under the U.S. bankruptcy code or encounters other financial difficulty, under federal or state laws governing fraudulent transfer, a court in the relevant jurisdiction might avoid or cancel the guarantees of the notes. The court might do so if it found that, when the guarantor entered into its guarantee, (a) it received less than reasonably equivalent value or fair consideration for such guarantee and (b) either (i) was or was rendered insolvent, (ii) was left with inadequate capital to conduct its business, (iii) believed or should have believed that it would incur debts beyond its ability to pay, or (iv) was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment was unsatisfied. The court might also avoid such guarantee, without regard to the above factors, if it found that the guarantor entered into its guarantee with intent to hinder, delay, or defraud our creditors.

        Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance of the notes. If a court avoided such guarantee, holders of the notes would no longer have a claim against such subsidiary. In addition, the court might direct holders of the notes to repay any amounts already received from such subsidiary. If the court were to avoid any guarantee, we cannot assure you that funds would be available to pay the notes from another subsidiary or from any other source. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries' other debt that could result in acceleration of such debt.

        The indenture states that the maximum liability of each guarantor under its guarantee shall in no event exceed the amount which can be guaranteed by such guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to rights of contribution established in connection with the guarantees). This limitation may not protect the guarantees from a fraudulent transfer or conveyance attack or, if it does, the guarantees may not be in amounts sufficient, if necessary, to pay obligations under the notes when due.

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We cannot assure you that an active trading market for the notes will develop.

        The notes constitute a new issue of securities for which there is no existing market. We cannot provide you with any assurances regarding the future development of a market for the notes, the ability of holders of the notes to sell their notes, or the price at which such holders may be able to sell their notes. If such a market were to develop, the notes could trade at prices that may be higher or lower than the initial offering price depending on many factors, including prevailing interest rates, our results of operations and financial condition, and the market for similar securities and the other factors discussed here under "Risk Factors." The initial purchasers of the original notes have advised us that they currently intend to make a market in the notes. However, the initial purchasers are not obligated to do so, and any market making with respect to the notes may be discontinued at any time without notice. If an active market does not develop or is not maintained, the market price and liquidity of the notes may be adversely affected. We cannot assure you as to the liquidity of the market for the notes or the prices at which you may be able to sell the notes. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

The book-entry registration system of the notes may limit the exercise of rights by the beneficial owners of the notes.

        Because transfers of interests in the global notes representing the notes may be effected only through book entries at DTC and its direct and indirect participants (including Clearstream and Euroclear), the liquidity of any secondary market in the notes may be reduced to the extent that some investors are unwilling to hold notes in book-entry form in the name of a DTC direct or indirect participant. The ability to pledge interests in the global notes may be limited due to the lack of a physical certificate. In addition, beneficial owners of interests in global notes may, in certain cases, experience delay in the receipt of payments of principal and interest, since the payments will generally be forwarded by the paying agent to DTC, which will then forward payment to its direct and indirect participants, which (if they are not themselves the beneficial owners) will then forward payments to the beneficial owners of the global notes. In the event of the insolvency of DTC or any of its direct and indirect participants in whose name interests in the global notes are recorded, the ability of beneficial owners to obtain timely or ultimate payment of principal and interest on global notes may be negatively affected.

        A holder of beneficial interests in the global notes will not have a direct right under the notes to act upon any solicitations that we may request. Instead, holders will be permitted to act only to the extent they receive appropriate proxies to do so from DTC or, if applicable, DTC's direct or indirect participants. Similarly, if we default on our obligations under the notes, holders of beneficial interests in the global notes will be restricted to acting through DTC, or, if applicable, DTC's direct or indirect participants. We cannot assure holders that the procedures of DTC or DTC's nominees or direct or indirect participants will be adequate to allow them to exercise their rights under the notes in a timely manner.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement relating to the original notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive, in exchange, outstanding original notes in like principal amount. We will cancel all original notes tendered in exchange for exchange notes in the exchange offer. Interest on each exchange note will accrue interest on the same terms as the original notes and such interest will accrue (a) from the later of (i) the last interest payment date on which interest was paid on the note surrendered in exchange therefor or (ii) if the note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (b) if no interest has been paid on such note, from the original issue date of the notes. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness or in the early payment of interest.

        The net proceeds from the sale of the original notes on September 13, 2012, after deducting commissions and out-of-pocket expenses payable by us in respect of the offering, were approximately $492.0 million. We used the net proceeds of the offering of original notes and cash on hand to repay $500.0 million and terminate our senior secured term loan A. Our senior secured term loan A bore interest at a rate of LIBOR plus 1.75% and was scheduled to mature on November 16, 2016. See "Description of Other Indebtedness—Senior Secured Credit Facilities."

        Certain affiliates of the initial purchasers of the original notes were lenders under our senior secured term loan A and as such received a portion of the proceeds of the offering of the original notes upon repayment of such term loan A.

        During August 2012, LMC's Board of Directors authorized a plan to distribute to the stockholders of LMC shares of a subsidiary that will hold all of the businesses, assets and liabilities of LMC not associated with Starz, LLC (the "Spin-Off"). The transaction will be effected as a pro-rata dividend of shares, expected to be on a 1 to 1 ratio, of Liberty Spinco, Inc. ("Liberty Spinco"), a newly created subsidiary to the stockholders of LMC. The subsidiary, which will become a separate public company, upon the completion of the Spin-Off will be renamed Liberty Media Corporation. The businesses, assets and liabilities not included in Liberty Spinco will remain part of a separate public company to be named Starz. In connection with the reorganization transaction, LMC currently contemplates that the Company will pay a total cash dividend of $1.8 billion to LMC (inclusive of dividends of $400.0 million paid to date), funded by a combination of cash on hand and borrowings under our senior secured revolving credit facility, and such cash amount will be transferred to Liberty Spinco. The total amount of the dividend will depend on the financial performance and free cash flow generated by Starz, LLC prior to the reorganization transaction. Additionally, in connection with the reorganization transaction, the Company will distribute its corporate office building and related building improvements to LMC (and LMC will subsequently transfer such building and related improvements to a subsidiary of Liberty Spinco) and then lease back the use of such facilities from such Liberty Spinco subsidiary. The terms of such lease are still being negotiated. As such, we have estimated the amount of the future capital lease to be $50.0 million, which approximates the net book value of the building and building improvements at June 30, 2012. The Spin-Off is intended to be tax-free to stockholders of LMC and its completion will be subject to various conditions, including the registration of the shares to be distributed, the receipt of an IRS private letter ruling, the opinions of tax counsel and any required government approvals. The Spin-Off will not require a stockholder vote. Subject to such conditions, including those described above, the Spin-Off is currently expected to occur in late 2012 or early 2013. Following the Spin-Off, Liberty Spinco and Starz will operate independently, and neither will have any stock ownership, beneficial or otherwise, in the other.

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THE EXCHANGE OFFER

This section of the prospectus describes the exchange offer. While we believe that the description covers the material terms of the exchange offer, this summary may not contain all of the information that is important to you. You should carefully read this entire document for a complete understanding of the exchange offer.

Purpose of the Exchange Offer

        The purpose of the exchange offer is to satisfy our obligations under the registration rights agreement that we entered into with the initial purchasers of the original notes. We originally issued and sold $500,000,000 principal amount of original notes in a private placement on September 13, 2012. We did not register the offer and sale of the original notes in reliance upon the exemption provided in Section 4(2) of the Securities Act and Rule 144A and Regulation S thereunder.

        We are offering to exchange up to the entire $500,000,000 principal amount of original notes for a like principal amount of exchange notes.

        Under the registration rights agreement, we are required, among other things, to:

•

file and cause a registration statement registering the proposed offer and exchange of any and all original notes for registered exchange notes with substantially identical terms to be declared effective under the Securities Act on or prior to September 13, 2013 (the 365th day after the issue date of the original notes); and

•

keep the exchange offer open for not less than 20 business days after the date notice thereof is mailed to holders of the original notes.

        In addition, under certain circumstances, we may be required to file a shelf registration statement to cover resales of original notes. Specifically, in the event that, with respect to the notes:

•

we are not required to file the exchange offer registration statement or permitted to consummate the exchange offer because of any change in law or in currently prevailing interpretations of the staff of the SEC;

•

an exchange offer is not consummated within the time period set forth above;

•

in certain circumstances, certain holders of unregistered exchange notes so request; or

•

in the case of any holder that participates in an exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act),

        then, in each case, we will, at our sole expense,

•

within 30 days file a shelf registration statement covering resales of the notes;

•

use all commercially reasonable efforts to cause such shelf registration statement to be declared effective within 90 days of the filing thereof;

•

keep effective such shelf registration statement until the earliest of (i) two years after the original issue date of the notes, or (ii) such time as all of the notes have been sold thereunder; and

•

in the event that a shelf registration statement is filed, provide to each holder whose notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of

29

the notes. A holder that sells notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations).

        If (1) we do not comply with the time periods set forth above in this section; or (2) the registration statement of which this prospectus forms a part, or any shelf registration statement covering resales of the notes required to be filed by the registration rights agreement, ceases to be effective at any time during which it is required to be so effective (subject to certain exceptions), then additional interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such registration default continues, provided that the rate at which such additional interest accrues may in no event exceed 1.0% per annum); provided, however, that upon the exchange of exchange notes for all notes tendered (in the case of clause (1) above) or upon the effectiveness of the required registration statement (in the case of clause (2) above), additional interest on such notes as a result of such clause, as the case may be, shall cease to accrue and the interest rate on the applicable notes will be reduced to the original interest rate borne by such notes. All accrued additional interest will be paid in arrears on each semi-annual interest date.

        Participation in the exchange offer is voluntary and you should carefully consider whether to participate. We urge you to consult your financial and tax advisors in making your decision on whether to participate in the exchange offer.

Resale of Exchange Notes

        We have not requested, and do not intend to request, an interpretation by the staff of the SEC with respect to whether the exchange notes may be offered for sale, resold or otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act. Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corp. (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), we believe the exchange notes may be offered for resale, resold and otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act provided such holder meets the following conditions:

•

such holder is not a broker-dealer who purchased original notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act;

•

such holder is not our "affiliate" within the meaning of Rule 405 under the Securities Act; and

•

such holder acquires exchange notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the exchange notes.

        If you do not satisfy all of the above conditions, you cannot participate in the exchange offer. Rather, in the absence of an exemption you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the original notes. Any holder that complies with such registration and prospectus delivery requirements may incur liabilities under the Securities Act for which the holder will not be entitled to indemnification from us.

        A broker-dealer that has bought original notes for its own account as part of its market-making or other trading activities must deliver a prospectus in order to resell the exchange notes it receives therefor pursuant to the exchange offer. This prospectus, as it may be amended or supplemented from

30

time to time, may be used by a broker-dealer for such purpose, and we have agreed in the registration rights agreement to make this prospectus available to such broker-dealers for a period ending on the earlier of 180 days from the effective date of the registration statement of which this prospectus forms a part and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See "Plan of Distribution." Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes. The accompanying letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Consequences of Failure to Exchange

        Original notes that are not exchanged for exchange notes in the exchange offer will remain "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, and will therefore continue to be subject to restrictions on transfer. Holders of such original notes will not be able to require us to register them under the Securities Act, except in the limited circumstances set forth in the registration rights agreement. Accordingly, following completion of the exchange offer any original notes that remain outstanding may not be offered, sold, pledged or otherwise transferred, except:

(1)

to us, upon redemption thereof or otherwise,



(2)

to a person whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A, purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act,



(3)

in an offshore transaction in accordance with Regulation S under the Securities Act,



(4)

pursuant to an exemption from registration in accordance with Rule 144, if available, under the Securities Act,



(5)

in reliance on another exemption from the registration requirements of the Securities Act, or



(6)

pursuant to an effective registration statement under the Securities Act.

        In all of the situations discussed above, the resale must be in compliance with the Securities Act, any applicable securities laws of any state of the United States and any applicable securities laws of any foreign country. Any resale of original notes will also be subject to certain requirements of the registrar being met, including receipt by the registrar of a certification and, in the case of (3), (4) and (5) above, an opinion of counsel reasonably acceptable to us and the registrar.

        To the extent original notes are tendered and accepted in the exchange offer, the principal amount of outstanding original notes will decrease with a resulting decrease in the liquidity in the market therefor. Accordingly, the liquidity of the market of the original notes could be adversely affected following completion of the exchange offer. See "Risk Factors—Risks Related to the Exchange Offer—If you do not properly tender your original notes, you will continue to hold unregistered notes and your ability to transfer those original notes may be adversely affected."

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, a form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, we will accept any and all original notes validly tendered (and not withdrawn) on or prior to the Expiration Date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of original notes accepted in the exchange offer. Interest on

31

each exchange note will accrue (a) from the later of (i) the last interest payment date on which interest was paid on the note surrendered in exchange therefor or (ii) if the note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (b) if no interest has been paid on such note, from the original issue date of the notes. All accrued interest on the original notes will become obligations under the exchange notes. Holders may tender some or all of their original notes pursuant to the exchange offer. However, original notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof.

        The form and terms of the exchange notes are the same as the form and terms of the original notes, except that:

•

the offer and sale of the exchange notes for the original notes will have been registered under the Securities Act, and the exchange notes will not bear legends restricting their transfer pursuant to the Securities Act, and

•

except as otherwise described above, holders of the exchange notes will not be entitled to any rights under the registration rights agreement.

        The exchange notes will evidence the same debt as the original notes that they replace, and will be issued under, and be entitled to the benefits of, the indenture which governs the original notes, including the payment of principal and interest.

        We are sending this prospectus and the letter of transmittal to holders of the original notes through the facilities of The Depositary Trust Company, or DTC, whose nominee, Cede & Co, is the registered holder of the original notes. The original notes are represented by permanent global notes in fully registered form, without coupons, which have been deposited with the trustee for the notes, as custodian for DTC. Ownership of beneficial interests in each global note is limited to persons who have accounts with DTC, or DTC participants, or persons who hold interests through DTC participants. The term "holder," as used in this prospectus, means those DTC participants in whose name interests in the global notes are credited on the books of DTC, and those persons who hold interests through such DTC participants. The term "original notes," as used in this prospectus, means such interests in the global notes. Like the original notes, the exchange notes will be deposited with the trustee for the notes as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC.

        Holders of the original notes do not have any appraisal or dissenter's rights under Delaware law or the indenture governing the notes in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the requirements of the Exchange Act and the SEC's rules and regulations thereunder.

        We will be deemed to have accepted validly tendered original notes when, as and if we have given written notice thereof to the exchange agent, which is U.S. Bank National Association. The exchange agent will act as agent for the tendering holders of the original notes for the purposes of receiving the exchange notes. The exchange notes delivered in the exchange offer will be issued promptly following our acceptance for exchange of original notes.

        If any tendered original notes are not accepted for exchange because they do not comply with the procedures set forth in this prospectus and the accompanying letter of transmittal, our withdrawal of the exchange offer, the occurrence of certain other events set forth herein or otherwise, such unaccepted original notes will be returned, without expense, to the tendering holder promptly after the Expiration Date or our withdrawal of the exchange offer. Any acceptance, waiver of default or a rejection of a tender of original notes shall be at our discretion and shall be conclusive, final and binding.

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        Holders who tender original notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the original notes in the exchange offer. We will pay all charges and expenses, other than certain taxes, in connection with the exchange offer. See "—Fees and Expenses."

        We are not making the exchange offer to, nor will we accept surrenders for exchange from, holders of original notes in any jurisdiction in which this exchange offer or its acceptance would not comply with applicable state securities laws or applicable laws of a foreign jurisdiction.

Expiration Date; Extensions; Amendments

        The term "Expiration Date" with respect to the exchange offer means 5:00 p.m., New York City time, on [                ], 2012 unless we, in our sole discretion, extend the exchange offer, in which case the term "Expiration Date" shall mean the latest date and time to which the exchange offer is extended.

        If we extend the exchange offer, we will notify the exchange agent of any extension by written notice and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, no later than on the next business day after the previously scheduled Expiration Date.

        We reserve the right, in our sole discretion,

•

to extend the exchange offer,

•

if any of the conditions set forth below under "—Conditions to the Exchange Offer" have not been satisfied, to terminate the exchange offer or waive any conditions that have not been satisfied, or

•

to amend the terms of the exchange offer in any manner.

        We may effect any such extension, waiver, termination or amendment by giving written notice thereof to the exchange agent.

        Except as specified in the second paragraph under this heading, we will make a public announcement of any such extension, termination, amendment or waiver as promptly as practicable. If we amend or waive any condition of the exchange offer in a manner determined by us to constitute a material change to the exchange offer, we will promptly disclose such amendment or waiver in a prospectus supplement that will be distributed to the holders of the original notes. The exchange offer will then be extended for a period of five to ten business days, as required by law, depending upon the significance of the amendment or waiver and the manner of disclosure to the registered holders.

        We will make a timely release of a public announcement of any extension, termination, amendment or waiver to the exchange offer to an appropriate news agency.

Procedures for Tendering Original Notes

        Tenders of Original Notes; Book-Entry Delivery Procedure.    All of the original notes are held in book-entry form, and tenders may only be made through DTC's Book-Entry Transfer Facility.

        In connection with the commencement of the exchange offer, the exchange agent will establish an account with respect to the original notes at DTC for purposes of the exchange offer, and any financial institution that is a participant in DTC that wishes to participate in the exchange offer may make book-entry delivery of the original notes by causing DTC to transfer such original notes into the exchange agent's account in accordance with DTC's procedures for such transfer. The confirmation of a

33

book-entry transfer into the exchange agent's account at DTC is referred to as a "Book-Entry Confirmation." In addition, DTC participants on or before the Expiration Date must either:

•

properly complete and duly execute the letter of transmittal (or a facsimile thereof), and any other documents required by the letter of transmittal, and mail or otherwise deliver the letter of transmittal or such facsimile, with any required signature guarantees, to the exchange agent at one or more of its addresses below, or

•

transmit their acceptance through DTC's Automated Tender Offer Program, or ATOP, for which the exchange offer is eligible, and DTC will then edit and verify the acceptance and send an Agent's Message to the exchange agent for its acceptance.

        The term "Agent's Message" means a message transmitted by DTC to, and received by, the exchange agent and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the original notes that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant.

        Although delivery of original notes is to be effected through book-entry at DTC, the letter of transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent at one or more of its addresses set forth below on or prior to the Expiration Date. Delivery of the letter of transmittal or other required documents to DTC does not constitute delivery to the exchange agent.

        The tender by a holder of original notes pursuant to the procedures set forth above will constitute the tendering holder's acceptance of all of the terms and conditions of the exchange offer. Our acceptance for exchange of original notes tendered pursuant to the procedures described above will constitute a binding agreement between such tendering holder and us in accordance with the terms and subject to the conditions of the exchange offer. Only holders are authorized to tender their original notes.

        The method of delivery of original notes and letters of transmittal, any required signature guarantees and all other required documents, including delivery through DTC and any acceptance or Agent's Message transmitted through ATOP, is at the election and risk of the persons tendering original notes and delivering letters of transmittal. If you use ATOP, you must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC on or prior to the Expiration Date. Tender and delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail, postage prepaid, with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the exchange agent prior to such date.

        Except as provided below, unless the original notes being tendered are delivered to the exchange agent on or prior to the Expiration Date (accompanied by a completed and duly executed letter of transmittal or a properly transmitted Agent's Message), we may, at our option, reject the tender of such original notes. The exchange of exchange notes for original notes will be made only against the tendered original notes, which must be deposited with the exchange agent prior to or on the Expiration Date, and receipt by the exchange agent of all other required documents prior to or on the Expiration Date.

        Tender of Original Notes Held Through a Nominee.    If you beneficially own original notes through a bank, depository, broker, trust company or other nominee and wish to tender your original notes, you must instruct such holder to cause your original notes to be tendered on your behalf. A letter of instruction from your bank, depository, broker, trust company or other nominee may be included in the

34

materials provided along with this prospectus, which the beneficial owner may use to instruct its nominee to effect the tender of the original notes of the beneficial owner.

        Signature Guarantees.    Signatures on all letters of transmittal must be guaranteed by a recognized member of the Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as that term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"), unless the original notes tendered thereby are tendered (1) by a participant in DTC whose name appears on a DTC security position listing as the owner of such original notes who has not completed either the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal, or (2) for the account of an Eligible Institution. See Instructions 1 and 4 of the letter of transmittal. If the original notes are in the name of a person other than the signer of the letter of transmittal or if original notes not accepted for exchange or not tendered are to be returned to a person other than the holder of such original notes, then the signatures on the letter of transmittal accompanying the tendered original notes must be guaranteed by an Eligible Institution as described above. See Instructions 1 and 4 of the letter of transmittal.

        No Guaranteed Delivery Procedures.    No guaranteed delivery procedures are being made available in connection with the exchange offer. Therefore, to participate in the exchange offer your original notes must be transferred into the exchange agent's account at DTC, and the exchange agent must receive a properly completed and duly executed letter of transmittal (and any other required documents) or an Agent's Message transmitted through ATOP, in each case on or prior to the Expiration Date.

        Your Representations to Us.    By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

•

you are acquiring exchange notes in the ordinary course of your business;

•

you are not engaged in, and you do not intend to engage in, and you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;

•

you are transferring good and marketable title to the original notes free and clear of all liens, security interests, encumbrances, or rights or interests of others except your own;

•

if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes that were acquired by you as a result of market-making or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of your exchange notes; and

•

you are not our "affiliate" as defined in Rule 405 of the Securities Act. If you are a broker-dealer, you may not participate in the exchange offer as to any original notes you purchased directly from us.

        Determination of Validity.    All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered original notes will be determined by us, which determination will be conclusive, final and binding. Alternative, conditional or contingent tenders of original notes will not be considered valid and may be rejected by us. We reserve the absolute right to reject any and all original notes not properly tendered or any original notes our acceptance of which, in the opinion of our counsel, would be unlawful.

        We also reserve the right to waive any defects, irregularities or conditions of tender as to particular original notes. The interpretation of the terms and conditions of our exchange offer (including the instructions in the letter of transmittal) by us will be conclusive, final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine.

35

        Although we intend to notify holders of defects or irregularities with respect to tenders of original notes through the exchange agent, neither we, the exchange agent nor any other person is under any duty to give such notice, nor shall they incur any liability for failure to give such notification. Tenders of original notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

        Any original notes tendered into the exchange agent's account at DTC that are not validly tendered and as to which the defects or irregularities have not been cured or waived within the timeframes established by us in our sole discretion, if any, or if original notes are submitted in a principal amount greater than the principal amount of original notes being tendered by such tendering holder, such unaccepted or non-exchanged original notes will be credited back to the account maintained by the applicable DTC participant with such book-entry transfer facility.

Withdrawal of Tenders

        Tenders of original notes in the exchange offer may be withdrawn at any time on or prior to the Expiration Date.

        To be effective, any notice of withdrawal must specify the name and number of the account at DTC to be credited with such withdrawn original notes and must otherwise comply with DTC's procedures.

        If the original notes to be withdrawn have been identified to the exchange agent, a signed notice of withdrawal meeting the requirements discussed above is effective immediately upon the exchange agent's receipt of written or facsimile notice of withdrawal even if physical release is not yet effected. A withdrawal of original notes can only be accomplished in accordance with these procedures. Any failure to follow these procedures will not result in any original notes being withdrawn. The company and the exchange agent may reject any withdrawal request not in accordance with these procedures.

        All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, which determination shall be final and binding on all parties. No withdrawal of original notes will be deemed to have been properly made until all defects or irregularities have been cured or expressly waived. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or revocation, nor shall we or they incur any liability for failure to give any such notification. Any original notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the original notes so withdrawn are retendered on or prior to the Expiration Date. Properly withdrawn original notes may be retendered by following the procedures described above under "—Procedures for tendering original notes" at any time on or prior to the Expiration Date.

        Any original notes which have been tendered but which are not accepted for exchange due to the rejection of the tender due to uncured defects or the prior termination of the exchange offer, or which have been validly withdrawn, will be returned to the holder thereof unless otherwise provided in the letter of transmittal, promptly following the Expiration Date or, if so requested in the notice of withdrawal, promptly after receipt by us of notice of withdrawal without cost to such holder.

Conditions to the Exchange Offer

        The exchange offer will not be subject to any conditions, other than:

•

that the exchange offer, or the making of any exchange by a holder of original notes, does not violate applicable law or any applicable interpretation of the staff of the SEC;

36

•

that applicable interpretations of the staff of the SEC regarding exchange offers of the type contemplated by this prospectus shall not have been changed, such that the exchange notes would not be generally free of the transfer restrictions of the Securities Act following consummation of the exchange offer;

•

the due tendering of original notes and the delivery to the exchange agent of the letter of transmittal or an Agent's Message (and all other required documents) in accordance with the exchange offer; and

•

that each holder of the original notes exchanged in the exchange offer shall have made the representations set forth above in "—Your Representations to Us" and such other representations as may be reasonably necessary under applicable SEC rules, regulations or staff interpretations to render the use of Form S-4 or other appropriate form under the Securities Act available.

        If we determine in our reasonable discretion that any of the conditions to the exchange offer are not satisfied, we may:

•

refuse to accept any original notes and return all tendered original notes to the tendering holders,

•

terminate the exchange offer,

•

extend the exchange offer and retain all original notes tendered prior to the Expiration Date, subject, however, to the rights of holders to withdraw such original notes, or

•

waive such unsatisfied conditions with respect to the exchange offer and accept all validly tendered original notes which have not been withdrawn.

        If our waiver of an unsatisfied condition constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the holders of the original notes, and will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such five to ten business day period.

Exchange Agent

        U.S. Bank National Association, the trustee under the indenture governing the notes, has been appointed as exchange agent for the exchange offer. The exchange agent will not be (i) liable for any act or omission unless such act constitutes its own gross negligence or bad faith and in no event will the exchange agent be liable to a security holder, Starz, LLC, or any third party for special, indirect or consequential damages, or lost profits, arising in connection with the exchange offer or its duties and responsibilities related to the exchange offer; (ii) obligated to take any legal action with respect to the exchange offer which might in its judgment involve any expense or liability, unless it will be furnished with indemnity satisfactory to it; and (iii) liable or responsible for any statement contained in this prospectus.

        We may indemnify the exchange agent with respect to certain matters relating to the exchange offer.

37

        You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for other documents to the exchange agent as follows:

Delivery by Mail:
U.S. Bank National Association
60 Livingston Avenue—EP—MN—WS2N
St. Paul, MN 55107-2292
Attention: Specialized Finance

Courier or Overnight Delivery:
U.S. Bank National Association
111 Fillmore Avenue
St. Paul, MN 55107-1402
Attention: Specialized Finance

To Confirm by Telephone or for Information:
(651) 466-7150

Facsimile Transmissions:
(651) 466-7372

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail by the exchange agent; however, additional solicitation may be made by telecopy, telephone or in person by our or our affiliates' officers and regular employees.

        No dealer-manager has been retained in connection with the exchange offer and no payments will be made to brokers, dealers or others soliciting acceptance of the exchange offer. However, reasonable and customary fees will be paid to the exchange agent for its services and it will be reimbursed for its reasonable out-of-pocket expenses.

        Our out-of-pocket expenses for the exchange offer will include fees and expenses of the exchange agent and the trustee under the indenture governing the notes, accounting and legal fees and printing costs, among others.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of the original notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of the original notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the tendering holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment for the Exchange Offer

        The exchange notes will be recorded at the carrying value of the original notes and no gain or loss for accounting purposes will be recognized. The expenses of the exchange offer will be amortized over the term of the exchange notes.

38

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

        The statement of operations, balance sheet and other financial data included in the following selected historical consolidated financial data as of December 31, 2011 and 2010 and for each year in the three-year period ended December 31, 2011 have been derived from the audited annual consolidated financial statements of Starz, LLC included elsewhere in this prospectus. The balance sheet data as of December 31, 2009 has been derived from the audited annual consolidated financial statements of Starz, LLC which are not included in this prospectus. The statement of operations, balance sheet and other financial data included in the following selected historical consolidated financial data as of and for the years ended December 31, 2008 and 2007 have been derived from the unaudited annual consolidated financial statements of Starz, LLC which are not included in this prospectus. The statement of operations and other financial data included in the following selected historical consolidated financial data for the six months ended June 30, 2012 and 2011 and the balance sheet data as of June 30, 2012 have been derived from the unaudited interim consolidated financial statements of Starz, LLC included elsewhere in this prospectus and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of such data for the respective interim periods. The results of operations for the six month period ended June 30, 2012 are not necessarily indicative of the results that might be expected for the full year ending December 31, 2012. The selected historical consolidated financial data presented below should be read in conjunction with the annual and interim consolidated financial statements included elsewhere in this prospectus and with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

39

Statement of Operations Data (in thousands)

	Six Months Ended June 30,						Fiscal Year Ended December 31,
	2012			2011			2011			2010			2009			2008			2007
	(unaudited)			(unaudited)												(unaudited)			(unaudited)
Revenue:
Programming networks and other services	$	728,878		$	679,919		$	1,372,141		$	1,380,349		$	1,354,978		$	1,253,081		$	1,179,951
Home video net sales		78,648			113,205			241,892			224,988			167,619			160,140			133,361
Total Revenue		807,526			793,124			1,614,033			1,605,337			1,522,597			1,413,221			1,313,312
Costs and Expenses:
Programming (including amortization)		340,253			312,453			651,249			647,817			641,477			660,322			675,162
Production and acquisition (including amortization)		75,448			58,979			158,789			177,954			107,122			95,888			139,617
Home video cost of sales		21,228			27,416			62,440			69,815			63,296			83,420			59,351
Operating		26,375			27,616			53,703			73,260			79,963			75,122			99,873
Advertising and marketing		56,035			65,129			132,183			175,417			229,335			259,174			85,292
General and administrative		52,871			52,123			106,081			125,421			121,792			129,290			129,473
Phantom stock appreciation rights, long-term incentive plan and stock compensation		6,235			3,330			7,078			39,468			35,142			23,127			33,480
Depreciation and amortization		8,807			9,415			17,907			20,468			23,470			27,448			33,241
Impairment of goodwill and other assets		—			—			—			—			—			1,432,101			139,136
Total Costs and Expenses		587,252			556,461			1,189,430			1,329,620			1,301,597			2,785,892			1,394,625
Operating income (loss)		220,274			236,663			424,603			275,717			221,000			(1,372,671	)		(81,313	)
Other Income (Expense):
Interest expense, including amounts due to affiliates, net of amounts capitalized		(9,330	)		(2,824	)		(5,012	)		(20,932	)		(27,188	)		(38,836	)		(40,410	)
Other income (expense), net		4,167			(1,564	)		(3,505	)		(542	)		(4,719	)		(6,899	)		3,321
Income (loss) from continuing operations before income taxes		215,111			235,403			416,086			254,243			189,093			(1,418,406	)		(118,402	)
Income tax benefit (expense)		(66,308	)		(102,402	)		(172,189	)		(98,764	)		(71,006	)		62,077			42,922
Income (loss) from continuing operations	$	148,803		$	133,001		$	243,897		$	155,479		$	118,087		$	(1,356,329	)	$	(75,480	)

Balance Sheet Data (in thousands)

			As of December 31,
	As of June 30, 2012
			2011		2010		2009		2008		2007
	(unaudited)								(unaudited)		(unaudited)
Cash and cash equivalents	$	1,156,962	$	1,099,887	$	315,652	$	258,895	$	117,997	$	109,976
Program rights(1)	$	792,946	$	761,850	$	734,077	$	786,757	$	841,794	$	902,533
Total assets	$	2,645,241	$	2,603,175	$	1,893,002	$	2,022,595	$	1,977,829	$	3,374,915
Total debt(2)	$	543,008	$	545,044	$	99,214	$	582,458	$	561,649	$	554,577
Member's interest	$	1,803,218	$	1,651,484	$	1,508,681	$	1,469,898	$	1,414,943	$	2,352,356

40

Other Financial Data (in thousands)

	Six Months Ended June 30,						Fiscal Year Ended December 31,
	2012			2011			2011			2010			2009			2008			2007
	(unaudited)			(unaudited)												(unaudited)			(unaudited)
Net cash provided by operating activities	$	61,733		$	175,125		$	347,973		$	191,139		$	212,076		$	95,823		$	102,146
Net cash used in investing activities	$	(2,255	)	$	(1,781	)	$	(7,723	)	$	(7,099	)	$	(10,018	)	$	(7,565	)	$	(14,206	)
Net cash provided by (used in) financing activities	$	(2,414	)	$	(48,826	)	$	444,002		$	(128,414	)	$	(75,070	)	$	(81,318	)	$	(80,247	)
Ratio of total debt to Adjusted OIBDA(3)		n/m			n/m			1.2x			0.3x			2.1x			5.1x			4.5x
Adjusted OIBDA(4)	$	235,316		$	249,408		$	449,588		$	335,653		$	279,612		$	110,005		$	124,544

Selected Operating Data (in millions)

			As of December 31,
	As of June 30, 2012
			2011		2010		2009		2008		2007
Starz subscribers		20.7		19.6		18.2		16.9		17.7		16.3
Encore subscribers		34.2		33.2		32.8		30.6		31.7		30.7

(1)

Total of current and long-term program rights.

(2)

Total of current and long-term portions of debt and capital lease obligations.

(3)

Ratio is calculated based on total debt divided by Adjusted OIBDA.

(4)

The following table provides a reconciliation of total Adjusted OIBDA to income (loss) from continuing operations before income taxes (in thousands):

	Six Months Ended June 30,						Fiscal Year Ended December 31,
	2012			2011			2011			2010			2009			2008			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Adjusted OIBDA	$	235,316		$	249,408		$	449,588		$	335,653		$	279,612		$	110,005		$	124,544
Phantom stock appreciation rights, long-term incentive plan and stock compensation	$	(6,235	)	$	(3,330	)	$	(7,078	)	$	(39,468	)	$	(35,142	)	$	(23,127	)	$	(33,480	)
Depreciation and amortization	$	(8,807	)	$	(9,415	)	$	(17,907	)	$	(20,468	)	$	(23,470	)	$	(27,448	)	$	(33,241	)
Impairment of goodwill and other assets	$	—		$	—		$	—		$	—		$	—		$	(1,432,101	)	$	(139,136	)
Interest expense, including amounts due to affiliate, net of amounts capitalized	$	(9,330	)	$	(2,824	)	$	(5,012	)	$	(20,932	)	$	(27,188	)	$	(38,836	)	$	(40,410	)
Other income (expense), net	$	4,167		$	1,564		$	(3,505	)	$	(542	)	$	(4,719	)	$	(6,899	)	$	3,321
Income (loss) from continuing operations before income taxes	$	215,111		$	235,403		$	416,086		$	254,243		$	189,093		$	(1,418,406	)	$	(118,402	)

        For an explanation of Adjusted OIBDA, a non-GAAP financial measure, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Adjusted Operating Income before Depreciation and Amortization (Adjusted OIBDA)."

41

RATIO OF EARNINGS TO FIXED CHARGES

	Six months ended				Fiscal year ended
	June 30, 2012		June 30, 2011		December 31, 2011		December 31, 2010		December 31, 2009		December 31, 2008			December 31, 2007
Ratio of earnings to fixed charges		20.7x		51.9x		45.0x		11.0x		7.0x		n/m	(1)		n/m	(1)

(1)

For the years ended December 31, 2008 and 2007, earnings were insufficient to cover fixed charges by $1,419.7 million and $120.1 million, respectively, primarily due to the impairments of goodwill and other assets.

42

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2012 and condensed consolidated statements of operations for the six months ended June 30, 2012 and the year ended December 31, 2011 are based on the historical consolidated financial statements of the Company. The unaudited pro forma condensed consolidated financial information presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and corresponding notes thereto included elsewhere in this prospectus. The unaudited pro forma condensed consolidated financial statements reflect certain known impacts of the transactions as described under "Use of Proceeds." The unaudited pro forma condensed consolidated financial statements have been prepared giving effect to the transactions described under "Use of Proceeds" as if they had occurred as of January 1, 2011.

        The unaudited pro forma condensed consolidated financial information set forth below has been derived from the consolidated financial statements of the Company for the year ended December 31, 2011 and for the six months ended June 30, 2012 included elsewhere within this prospectus, and reflect certain assumptions that we believe are reasonable.

        These unaudited pro forma condensed consolidated financial statements reflect all other adjustments that, in the opinion of management, are necessary to present fairly the pro forma condensed consolidated balance sheet and results of operations of the Company for the periods indicated. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the transactions as described under "Use of Proceeds" occurred on the date indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future consolidated financial condition or consolidated results of operations.

43

STARZ, LLC AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2012
(in thousands)

	Historical			Pro Forma Adjustments			Pro Forma
ASSETS
CURRENT ASSETS
Cash and cash equivalents(1)(2)	$	1,156,962		$	(1,132,000	)	$	24,962
Program rights		491,487			—			491,487
Other current assets		278,204			—			278,204
Total current assets		1,926,653			(1,132,000	)		794,653
Program rights		301,459			—			301,459
Other assets, net(1)		417,129			5,042			422,171
TOTAL ASSETS	$	2,645,241		$	(1,126,958	)	$	1,518,283
LIABILITIES AND MEMBER'S INTEREST (DEFICIT) AND NONCONTROLLING INTERESTS
CURRENT LIABILITIES, including current portion of debt(1)	$	309,170		$	(12,500	)	$	296,670
Total current liabilities		309,170			(12,500	)		296,670
Debt(1)(2)(3)		526,264			738,500			1,264,764
Other liabilities		12,525			—			12,525
TOTAL LIABILITIES		847,959			726,000			1,573,959
MEMBER'S INTEREST (DEFICIT)(1)(2)(3)		1,803,218			(1,852,958	)		(49,740	)
NONCONTROLLING INTERESTS IN SUBSIDIARIES		(5,936	)		—			(5,936	)
Total member's interest (deficit) and noncontrolling interests		1,797,282			(1,852,958	)		(55,676	)
TOTAL LIABILITIES AND MEMBER'S INTEREST (DEFICIT) AND NONCONTROLLING INTERESTS	$	2,645,241		$	(1,126,958	)	$	1,518,283

44

STARZ, LLC AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2012
(in thousands)

	Historical			Pro Forma Adjustments			Pro Forma
REVENUE:
Programming networks and other services	$	728,878			—		$	728,878
Home video net sales		78,648			—			78,648
Total Revenue		807,526			—			807,526
COSTS AND EXPENSES:
Programming (including amortization)		340,253			—			340,253
Production and acquisition (including amortization)		75,448			—			75,448
Home video cost of sales		21,228			—			21,228
Operating		26,375			—			26,375
Advertising and marketing		56,035			—			56,035
General and administrative		52,871			—			52,871
Long term incentive plan and stock compensation		6,235			—			6,235
Depreciation and amortization		8,807			—			8,807
Total Costs and Expenses		587,252			—			587,252
Operating income		220,274			—			220,274
Other Income (Expense):
Interest expense, net of amounts capitalized(4)		(9,330	)		(12,584	)		(21,914	)
Other income		4,167			—			4,167
Income from continuing operations before income taxes		215,111			(12,584	)		202,527
Income tax expense(6)		(66,308	)		3,879			(62,429	)
Income from continuing operations	$	148,803		$	(8,705	)	$	140,098

45

STARZ, LLC AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
(in thousands)

	Historical			Pro Forma Adjustments			Pro Forma
REVENUE:
Programming networks and other services	$	1,372,141			—		$	1,372,141
Home video net sales		241,892			—			241,892
Total Revenue		1,614,033			—			1,614,033
COSTS AND EXPENSES:
Programming (including amortization)		651,249			—			651,249
Production and acquisition (including amortization)		158,789			—			158,789
Home video cost of sales		62,440			—			62,440
Operating		53,703			—			53,703
Advertising and marketing		132,183			—			132,183
General and administrative		106,081			—			106,081
Long term incentive plan and stock compensation		7,078			—			7,078
Depreciation and amortization		17,907			—			17,907
Total Costs and Expenses		1,189,430			—			1,189,430
Operating income		424,603			—			424,603
Other Expense:
Interest expense, net of amounts capitalized(5)		(5,012	)		(42,158	)		(47,170	)
Other expense		(3,505	)		—			(3,505	)
Income from continuing operations before income taxes		416,086			(42,158	)		373,928
Income tax expense(6)		(172,189	)		17,446			(154,743	)
Income from continuing operations	$	243,897		$	(24,712	)	$	219,185

        The unaudited pro forma adjustments to the accompanying historical financial information for the year ended December 31, 2011 and six months ended June 30, 2012 are described below.

(1)

Pro forma adjustments for issuance of the original notes and use of the proceeds to repay the senior secured term loan A resulting in (i) no net change in debt, (ii) an $8.0 million decrease in cash and an increase in other assets related to costs associated with the issuance of the original notes and (iii) a $3.0 million decrease in debt issuance costs for the write off of existing debt issuance costs related to the senior secured term loan A. Debt issuance costs are included in other assets, net on the unaudited pro forma condensed consolidated balance sheet.



(2)

Pro forma adjustment for additional borrowings of $676.0 million under the senior secured revolving credit facility and cash dividend of $1,800.0 million to LMC resulting in (i) an increase in cash and debt of $676.0 million and (ii) a decrease in cash and member's interest of $1,800.0 million.



(3)

Pro forma adjustment for the distribution to LMC of the Company's corporate office building and related building improvements and the subsequent lease back of such building and related building improvements from LMC resulting in a $50.0 million increase in debt and corresponding decrease in member's interest. The terms of such lease are still being

46

negotiated. As such, the capital lease is estimated to be $50.0 million, which approximates the net book value of the building and building improvements at June 30, 2012.

(4)

Pro forma adjustment to (i) eliminate $5.9 million of historical interest expense and $0.3 million of historical amortization of debt issuance costs related to the senior secured term loan A and include (ii) $12.5 million of interest expense on the original notes, (iii) $5.7 million of interest expense on additional borrowings under the senior secured revolving credit facility, (iv) and $0.6 million in amortization of debt issuance costs related to the original notes. Interest expense on the senior secured revolving credit facility was estimated using the applicable rate at June 30, 2012 of 1.99525% and interest expense on the senior notes was calculated using the stated rate of 5.0%. Debt issuance costs of $8.0 million related to the original notes are being amortized over the seven year life of the notes.



(5)

Pro forma adjustment to (i) eliminate $1.5 million of historical interest expense related to the senior secured term loan A and include (ii) $25.0 million of interest expense on the original notes, (iii) $14.3 million of interest expense on additional borrowings under the senior secured revolving credit facility, (iv) $3.3 million write off of debt issuance costs related to the senior secured term loan A, and (v) $1.1 million in amortization of debt issuance costs related to the original notes. Interest expense on the senior secured revolving credit facility was estimated using the applicable interest rate at June 30, 2012 of 1.99525% and interest expense on the senior notes was calculated using the stated rate of 5.0%. Debt issuance costs of $8.0 million related to the original notes are being amortized over the seven year life of the notes.



(6)

Pro forma adjustment for the tax impact of the pro forma adjustments described in notes (4) and (5). The pro forma tax impact was calculated by using the historical effective tax rate for the year ended December 31, 2011 and for the six months ended June 30, 2012.

47

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        Management's discussion and analysis, or MD&A, of the results of operations and financial condition is provided as a supplement to the audited annual consolidated financial statements and unaudited interim consolidated financial statements and notes thereto included elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of operations. The information included in this MD&A should be read in conjunction with the annual and interim consolidated financial statements included in this prospectus as well as the financial data set forth under "Selected Historical Consolidated Financial and Other Data." For an overview of the Company and discussion of our business, including our key strategies and challenges, see "Business."

ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION (ADJUSTED OIBDA)

        We evaluate performance and make decisions about allocating resources to our operating segments based on financial measures such as Adjusted OIBDA. We define Adjusted OIBDA as revenue less programming costs, production and acquisition costs, home video cost of sales, operating expenses, advertising and marketing costs and general and administrative expenses. Our chief operating decision maker uses this measure of performance in conjunction with other measures to evaluate our operating segments and make decisions about allocating resources among our operating segments. We believe that Adjusted OIBDA is an important indicator of the operational strength and performance of our operating segments, including each operating segment's ability to service debt and fund investments in films and television programs. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies to improve performance. This measure of performance excludes phantom stock appreciation rights, long-term incentive plan and stock compensation and depreciation and amortization that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, income from continuing operations before income taxes, net income, net cash provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The primary material limitations associated with the use of Adjusted OIBDA as compared to GAAP results are (i) it may not be comparable to similarly titled measures used by other companies in our industry, and (ii) it excludes financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing a reconciliation of Adjusted OIBDA to GAAP results to enable investors to perform their own analysis of our operating results.

        The tables below set forth, for the periods presented, certain historical financial information for our reportable segments (in thousands). See note 8 in our unaudited June 30, 2012 financial statements and note 13 in our audited December 31, 2011 financial statements included elsewhere herein for

48

additional information regarding our reportable segments. We generally account for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.

	Six Months Ended June 30,						Year Ended December 31,
	2012			2011			2011			2010			2009
Revenue
Starz Channels	$	643,102		$	631,724		$	1,269,924		$	1,224,136		$	1,188,901
Starz Distribution		148,631			146,202			310,927			367,477			306,332
Starz Animation		21,437			23,035			45,273			50,007			48,095
Inter-segment eliminations		(5,644	)		(7,837	)		(12,091	)		(36,283	)		(20,731	)
	$	807,526		$	793,124		$	1,614,033		$	1,605,337		$	1,522,597
Adjusted OIBDA
Starz Channels	$	214,757		$	217,880		$	427,689		$	416,390		$	396,499
Starz Distribution		18,516			27,012			4,567			(66,182	)		(107,533	)
Starz Animation		(153	)		(3,204	)		(850	)		(2,419	)		(744	)
Inter-segment eliminations		2,196			7,720			18,182			(12,136	)		(8,610	)
	$	235,316		$	249,408		$	449,588		$	335,653		$	279,612

        The following table provides a reconciliation of Adjusted OIBDA to income from continuing operations before income taxes (in thousands):

	Six Months Ended June 30,						Year Ended December 31,
	2012			2011			2011			2010			2009
Adjusted OIBDA	$	235,316		$	249,408		$	449,588		$	335,653		$	279,612
Phantom stock appreciation rights, long-term incentive plan and stock compensation		(6,235	)		(3,330	)		(7,078	)		(39,468	)		(35,142	)
Depreciation and amortization		(8,807	)		(9,415	)		(17,907	)		(20,468	)		(23,470	)
Interest expense, including amounts due to affiliates, net of amounts capitalized		(9,330	)		(2,824	)		(5,012	)		(20,932	)		(27,188	)
Other income, net		4,167			1,564			(3,505	)		(542	)		(4,719	)
Income from continuing operations before income taxes	$	215,111		$	235,403		$	416,086		$	254,243		$	189,093

49

RESULTS OF OPERATIONS—SIX MONTHS ENDED JUNE 30, 2012 AND 2011

        Operating results are as follows (in thousands, except as otherwise indicated):

	Six Months Ended June 30,
							% Increase (Decrease)
	2012			2011
REVENUE
Programming networks and other services	$	728,878		$	679,919			7.2	%
Home video net sales		78,648			113,205			(30.5	)%
Total revenue		807,526			793,124			1.8	%
COSTS AND EXPENSES
Programming (including amortization)		340,253			312,453			8.9	%
Production and acquisition (including amortization)		75,448			58,979			27.9	%
Home video cost of sales		21,228			27,416			(22.6	)%
Operating		26,375			27,616			(4.5	)%
Advertising and marketing		56,035			65,129			(14.0	)%
General and administrative		52,871			52,123			1.4	%
Long-term incentive plan and stock compensation		6,235			3,330			87.2	%
Depreciation and amortization		8,807			9,415			(6.5	)%
Total costs and expenses		587,252			556,461			5.5	%
OPERATING INCOME		220,274			236,663			(6.9	)%
OTHER INCOME (EXPENSE)
Interest expense, including amounts due to affiliate, net of amounts capitalized		(9,330	)		(2,824	)		230.4	%
Other expense, net		4,167			1,564			166.4	%
Income from continuing operations before income taxes		215,111			235,403			(8.6	)%
Income tax expense		(66,308	)		(102,402	)		(35.3	)%
Income from continuing operations		148,803			133,001			11.9	%
Loss from discontinued operations, net of income taxes		—			(2,817	)		(100.0	)%
Net income	$	148,803		$	130,184			14.3	%

	As of June 30,
Operating Data (in millions):	2012		2011
Starz subscriptions:
Fixed-rate subscriptions		12.4		9.0
Consignment subscriptions		8.3		10.0
Total Starz subscriptions		20.7		19.0
Encore subscriptions:
Fixed-rate subscriptions		22.5		19.5
Consignment subscriptions		11.7		13.4
Total Encore subscriptions		34.2		32.9

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COMPARISON OF SIX MONTHS ENDED JUNE 30, 2012 TO SIX MONTHS ENDED JUNE 30, 2011

Revenue

        Our revenue increased $14.4 million or 1.8% for the six months ended June 30, 2012 as compared to the corresponding prior year period. Revenue for the six months ended June 30, 2012 increased primarily as a result of increases in revenue for Starz Channels and Starz Distribution which were partially offset by a decrease in revenue for Starz Animation. Starz Channels' revenue represented 79.6% and 79.7% of our total revenue for the six months ended June 30, 2012 and 2011, respectively.

        Revenue from Starz Channels increased $11.4 million or 1.8% for the six months ended June 30, 2012 as compared to the corresponding prior year period. The Starz Channels' growth in revenue for the six months ended June 30, 2012 resulted from a $18.9 million increase due to higher effective rates for the Starz Channels' services and a $7.5 million decrease in volume. The decrease in volume was due primarily to the non-renewal of the Netflix agreement which was partially offset by growth in the average number of subscriptions for the Starz Channels' services.

        The Starz and Encore networks are the primary drivers of Starz Channels' revenue. Starz average subscriptions increased 8.2% in 2012 and Encore average subscriptions increased 2.2% in 2012. The impact on revenue due to subscription increases is affected by the relative percentages of increases under consignment agreements and fixed-rate agreements. In this regard, as of June 30, 2012, subscriptions under fixed-rate agreements were 34.9 million while subscriptions under consignment agreements were 20.0 million. As of June 30, 2011, subscriptions under fixed-rate agreements were 28.5 million while subscriptions under consignment agreements were 23.4 million. The increase in fixed-rate subscriptions includes 3.3 million of subscriptions for certain affiliates which moved from consignment to fixed-rate agreements. Revenue from fixed-rate affiliation agreements represented 48.3% of Starz Channels' revenue for the six months ended June 30, 2012 as compared to 43.2% of Starz Channels' revenue for the corresponding prior year period.

        Revenue from Starz Distribution increased $2.4 million or 1.7% for the six months ended June 30, 2012 as compared to the corresponding prior year period. Such increase is primarily due to increased revenue from the Worldwide Distribution and Digital Media businesses which were offset by a decrease in revenue from the Home Video business. The decrease in revenue from the Home Video business is due primarily to a decrease in revenue from the films released under the distribution agreement with TWC. Under our distribution agreement with TWC, the Home Video and Digital Media business units began distributing certain of TWC's theatrical releases in 2011. Home Video revenue was positively impacted in 2011 by the release of TWC's The King's Speech, which won four Academy Awards®, including Best Picture, Best Actor, Best Director and Best Original Screenplay.

Programming

        Programming costs are our largest expense. Programming costs increased $27.8 million or 8.9% for the six months ended June 30, 2012 as compared to the corresponding prior year period. Programming costs vary due to costs associated with original productions, the number of films licensed under our output and library programming agreements and the combination of box office results of films licensed under our output agreements and the cost per film paid under our library agreements. Costs for our original programming increased by $15.1 million for the six months ended June 30, 2012 as compared to the corresponding prior year period. In addition, costs for our licensed films increased due to a $20.6 million unfavorable variance due to more films licensed which was partially offset by a $7.9 million decrease in the costs of the films licensed. We expect that programming costs related to original programming will continue to increase in the future as we continue to invest in more original content.

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Production and Acquisition

        Production and acquisition costs primarily include the amortization of our investments in films and television programs and participation costs. The license fee associated with original productions is included in programming costs and all remaining production and acquisition costs for original productions are amortized to production and acquisition costs based on the proportion that current revenue bears to an estimate of our ultimate revenue for each original production. The amount of production and acquisition costs that we will incur for original productions is impacted by both the number of original productions and the various distribution rights that we acquire or retain for these productions. Participation costs represent amounts owed to various parties who share in the profitability from the distribution of a film or television program.

        Production and acquisition costs increased $16.5 million or 27.9% for the six months ended June 30, 2012 as compared to the corresponding prior year period primarily as a result of an increase in participation costs under our distribution agreement with TWC.

Advertising and Marketing

        Advertising and marketing costs decreased $9.1 million or 14.0% for the six months ended June 30, 2012 as compared to the corresponding prior year period due primarily to a decrease in advertising and marketing for Starz Distribution. Advertising and marketing for Starz Distribution was higher in 2011 primarily as a result of the home video release of The King's Speech. Advertising and marketing for Starz Channels was relatively flat for the six months ended June 30, 2012 as compared to the corresponding prior year period. We expect that advertising expenses related to original programming will increase in future periods as we continue to invest in our original content with the goal of 50 hours of new original programming each year.

General and Administrative

        General and administrative expenses increased $0.7 million or 1.4% for the six months ended June 30, 2012 as compared to the corresponding prior year period. General and administrative expenses were 6.6% of revenue for both the six months ended June 30, 2012 and 2011.

Interest Expense

        Interest expense increased $6.5 million or 230.4% for the six months ended June 30, 2012 as compared to the corresponding prior year period due to $505.0 million of borrowings that we made under our senior secured credit facilities in November of 2011.

Income Taxes

        We had pre-tax income from continuing operations of $215.1 million and $235.4 million and income tax expense of $66.3 million and $102.4 million for the six months ended June 30, 2012 and 2011, respectively. Our effective tax rate was 30.8% and 43.5% for the six months ended June 30, 2012 and 2011, respectively.

        Effective April 1, 2012, Starz Media Group, LLC filed an election to convert itself from a limited liability company ("LLC") treated as a corporation to a LLC treated as a partnership for U.S. federal and state income tax purposes. As a result of the conversion, we recognized a capital loss on the deemed liquidation of Starz Media. Based on the relevant accounting literature, we had not previously recorded a benefit for the tax basis in the stock of Starz Media. The capital loss of $99.9 million (as tax effected) is being carried forward and is recorded as a long term deferred tax asset. We do not believe that it is more likely than not that we would be able to generate any capital gains to utilize any of this

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capital loss carryforward as a stand-alone taxpayer and as such, we have recorded a full valuation allowance against this capital loss.

        In addition, under current U.S. federal and state tax law, LLCs treated as partnerships are not subject to income tax at the entity level. As such, the election to convert Starz Media to be treated as a partnership for income tax purposes resulted in the reversal of deferred tax assets related to Starz Media's deductible temporary differences of $15.9 million and the reversal of a valuation allowance offsetting these deferred tax assets of $15.9 million. Also, a deferred tax asset of $7.1 million was recorded for the difference between the book basis and the tax basis of our investment in Starz Media as of April 1, 2012.

        Our effective tax rate also differs from the U.S. federal income tax rate of 35% for 2011 as a result of changes in our valuation allowance for deferred taxes and state and local taxes.

RESULTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

        Operating results are as follows (in thousands, except as otherwise indicated):

	Year Ended December 31,									% Increase (Decrease)
	2011			2010			2009			'11 vs '10			'10 vs '09
REVENUE
Programming networks and other services	$	1,372,141		$	1,380,349		$	1,354,978			(0.6	)%		1.9	%
Home video net sales		241,892			224,988			167,619			7.5	%		34.2	%
Total revenue		1,614,033			1,605,337			1,522,597			0.5	%		5.4	%
COSTS AND EXPENSES
Programming (including amortization)		651,249			647,817			641,477			0.5	%		1.0	%
Production and acquisition (including amortization)		158,789			177,954			107,122			(10.8	)%		66.1	%
Home video cost of sales		62,440			69,815			63,296			(10.6	)%		10.3	%
Operating		53,703			73,260			79,963			(26.7	)%		(8.4	)%
Advertising and marketing		132,183			175,417			229,335			(24.6	)%		(23.5	)%
General and administrative		106,081			125,421			121,792			(15.4	)%		3.0	%
Phantom stock appreciation rights, long-term incentive plan and stock compensation		7,078			39,468			35,142			(82.1	)%		12.3	%
Depreciation and amortization		17,907			20,468			23,470			(12.5	)%		(12.8	)%
Total costs and expenses		1,189,430			1,329,620			1,301,597			(10.5	)%		2.2	%
OPERATING INCOME		424,603			275,717			221,000			54.0	%		24.8	%
OTHER EXPENSE
Interest expense, including amounts due to affiliate, net of amounts capitalized		(5,012	)		(20,932	)		(27,188	)		(76.1	)%		(23.0	)%
Other expense, net		(3,505	)		(542	)		(4,719	)		546.7	%		(88.5	)%
Income from continuing operations before income taxes		416,086			254,243			189,093			63.7	%		34.5	%
Income tax expense		(172,189	)		(98,764	)		(71,006	)		74.3	%		39.1	%
Income from continuing operations		243,897			155,479			118,087			56.9	%		31.7	%
Income (loss) from discontinued operations, net of income taxes		(7,486	)		3,315			1,253			(325.8	)%		164.6	%
Net income	$	236,411		$	158,794		$	119,340			48.9	%		33.1	%

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	As of December 31,
Operating Data (in millions):	2011		2010		2009
Starz subscriptions:
Fixed-rate subscriptions		9.4		8.6		5.8
Consignment subscriptions		10.2		9.6		11.1
Total Starz subscriptions		19.6		18.2		16.9
Encore subscriptions:
Fixed-rate subscriptions		19.6		19.5		13.4
Consignment subscriptions		13.6		13.3		17.2
Total Encore subscriptions		33.2		32.8		30.6

COMPARISON OF YEAR ENDED DECEMBER 31, 2011 TO YEAR ENDED DECEMBER 31, 2010

Revenue

        Our revenue increased $8.7 million or 0.5% in 2011 as compared to 2010 due primarily to a $45.8 million increase from Starz Channels and a decrease in our intersegment eliminations of $24.2 million. Such increases were partially offset by decreases in revenue from Starz Distribution of $56.6 million and Starz Animation of $4.7 million. Starz Channels' revenue represented 78.7% and 76.3% of our total revenue in 2011 and 2010, respectively.

        Revenue from Starz Channels increased $45.8 million or 3.7% in 2011 as compared to 2010 as a result of increases in the average number of subscriptions for the Starz Channels' services as well as rate increases. The 2011 increase in revenue from Starz Channels is comprised of $25.0 million due to growth in the average number of subscriptions for Starz Channels' services and $20.8 million due to higher effective rates for Starz Channels' services.

        The Starz and Encore networks are the primary drivers of Starz Channels' revenue. Starz average subscriptions increased 8.8% in 2011 while Encore average subscriptions increased 4.0% in 2011. The impact on revenue due to the subscription increases is affected by the relative percentages of increases under consignment (per subscriber) agreements and fixed-rate affiliation agreements. In this regard, as of December 31, 2011, subscriptions under fixed-rate agreements were 29.0 million while subscriptions under consignment agreements were 23.8 million. As of December 31, 2010, subscriptions under fixed-rate affiliation agreements were 28.1 million while subscriptions under consignment agreements were 22.9 million. Revenue from fixed-rate affiliation agreements represented 43.2% of Starz Channels' 2011 revenue as compared to 35.7% of Starz Channels' 2010 revenue.

        The decrease in revenue from Starz Distribution was primarily due to the decision to shut down our theatrical business in 2010 which was partially offset by an increase in revenue from titles distributed for TWC and our original programming (primarily our Spartacus franchise).

        The intersegment eliminations revenue was lower in 2011 primarily as a result of the number and box office results of films released by Overture Films which were exhibited on Starz Channels' networks.

Programming

        Programming costs are our largest expense. Programming costs increased $3.4 million or 0.5% in 2011. Programming costs vary due to costs associated with original productions, the number of films licensed under our output and library programming agreements and the combination of box office results of films licensed under our output agreements and the cost per film paid under our library agreements. Costs for our original programming increased by $14.8 million in 2011. Offsetting the

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increase in original programming during 2011 is a $32.3 million favorable variance due to fewer films licensed offset by a $20.9 million increase in the cost of films licensed.

Production and Acquisition

        Production and acquisition costs primarily include the amortization of our investments in films and television programs and participation costs. The license fee associated with original productions is included in programming costs and all remaining production and acquisition costs for original productions are amortized to production and acquisition costs based on the proportion that current revenue bears to an estimate of our ultimate revenue for each original production. The amount of production and acquisition costs that we will incur for original productions is impacted by both the number of original productions and the various distribution rights that we acquire or retain for these productions. Participation costs represent amounts owed to various parties who share in the profitability from the distribution of a film or television program.

        Production and acquisition costs decreased $19.2 million or 10.8% in 2011 primarily as a result of a $33.7 million decrease in impairment charges. Revisions we made in our ultimate revenue estimates resulted in impairments of $12.9 million in 2011 as compared to impairments of $46.6 million in 2010. The decrease in impairment charges was partially offset by an increase in participation costs for films that we distribute under our agreement with TWC.

Advertising and Marketing

        Advertising and marketing costs decreased $43.2 million or 24.6% in 2011 due primarily to the shut down of our theatrical business. We expect that advertising and marketing costs related to our original programming will increase in the future as we continue to invest in our original content.

General and Administrative

        General and administrative expenses decreased $19.3 million or 15.4% in 2011 primarily as a result of the shut down of our theatrical business in 2010. General and administrative expenses were 6.6% and 7.8% of revenue in 2011 and 2010, respectively.

Phantom Stock Appreciation Rights, Long Term Incentive Plan and Stock Compensation

        Phantom stock appreciation rights, long term incentive plan and stock compensation expense decreased $32.4 million or 82.1% in 2011 due primarily to amounts paid in 2010 in excess of amounts accrued to settle all outstanding phantom stock appreciation rights held by our founder and former chief executive officer.

Interest Expense

        Interest expense decreased $15.9 million or 76.1% in 2011 as compared to 2010. Such decrease was primarily attributable to a decrease in interest on debt due to affiliate as a result of the contribution of the corresponding affiliate receivables from our parent company, LMC, to us on September 30, 2010 in connection with a corporate restructuring. As a result of the contribution, the affiliate debt and related interest expense are eliminated in consolidation effective September 30, 2010.

Income Taxes

        We had pre-tax income from continuing operations of $416.1 million and $254.2 million and income tax expense of $172.2 million and $98.8 million in 2011 and 2010, respectively. Our effective tax rate was 41.4% and 38.8% in 2011 and 2010, respectively. Our effective tax rate differs from the U.S.

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federal income tax rate of 35% primarily as a result of state and local and foreign taxes. The 2011 tax rate was also impacted by a change in our valuation allowance.

COMPARISON OF YEAR ENDED DECEMBER 31, 2010 TO YEAR ENDED DECEMBER 31, 2009

Revenue

        Our revenue increased $82.7 million or 5.4% in 2010 as compared to 2009 due primarily to a $61.1 million increase from Starz Distribution, a $35.2 million increase from Starz Channels and a $1.9 million increase from Starz Animation. Such increases were partially offset by an increase in our intersegment eliminations of $15.5 million. Starz Channels' revenue represented 76.3% and 78.1% of our total revenue in 2010 and 2009, respectively.

        Revenue from Starz Channels increased $35.2 million or 3.0% in 2010 as compared to 2009 as a result of increases in the average number of subscriptions for the Starz Channels' services as well as rate increases. The 2010 increase in revenue from Starz Channels is comprised of $19.1 million due to growth in the average number of subscriptions for Starz Channels' services and $16.1 million due to higher effective rates for Starz Channels' services.

        The Starz and Encore networks are the primary drivers of Starz Channels' revenue. Starz average subscriptions were relatively flat in 2010 while Encore average subscriptions increased 1.2% in 2010. The impact on revenue due to subscription increases is affected by the relative percentages of increases under consignment (per subscriber) agreements and fixed-rate affiliation agreements. As of December 31, 2010, subscriptions under fixed-rate agreements were 28.1 million while subscriptions under consignment agreements were 22.9 million. As of December 31, 2009, subscriptions under fixed-rate affiliation agreements were 19.2 million while subscriptions under consignment agreements were 28.3 million. The 2010 increase in fixed-rate subscriptions includes 7.3 million of subscriptions for certain distributors which moved from consignment to fixed-rate agreements. Revenue from fixed-rate affiliation agreements represented 35.7% of Starz Channels' 2010 revenue as compared to 34.4% of Starz Channels' 2009 revenue.

        Revenue from Starz Distribution was positively impacted in 2010 by our original programming (primarily our Spartacus franchise) and the number of films released by Overture Films which were distributed by our Home Video, Digital Media and Worldwide Distribution business units. Such positive impacts were partially offset by the decision to shut down our theatrical business in 2010. The inter-segment eliminations were higher in 2010 primarily as a result of the number and box office results of films released by Overture Films which were exhibited on Starz Channels' networks.

Programming

        Programming costs increased $6.3 million or 1.0% in 2010 due primarily to a $20.6 million increase in original programming aired during the period. In addition to the costs associated with original productions, programming costs vary based on the number of films licensed under our output and library programming agreements and the combination of box office results of films licensed under our output agreements and the cost per film paid under our library agreements. Accordingly, offsetting the increase in original programming during 2010 is a $27.9 million favorable variance due to fewer films licensed offset by a $13.6 million increase in the cost of films licensed.

Production and Acquisition

        Production and acquisition costs primarily include the amortization of our investments in films and television programs and participation costs. The license fee associated with original productions is included in programming costs and all remaining production and acquisition costs for original productions are amortized to production and acquisition costs based on the proportion that current

56

revenue bears to an estimate of our ultimate revenue for each original production. The amount of production and acquisition costs that we will incur for original productions is impacted by both the number of original productions and the various distribution rights that we acquire or retain for these productions.

        Production and acquisition costs increased $70.8 million or 66.1% in 2010 as a result of increases for Overture Films' titles of $37.8 million, Starz Distribution titles of $26.1 million, and original productions of $6.9 million. The increases for Overture Films and Starz Distribution titles were largely impacted by revisions we made in our ultimate revenue estimates, which resulted in impairments of $46.6 million in 2010 as compared to impairments of $15.7 million in 2009.

Advertising and Marketing

        Advertising and marketing costs decreased $53.9 million or 23.5% in 2010 due primarily to the shut down of our theatrical business. We expect that advertising and marketing costs will increase in the future as we continue to promote our original programming.

General and Administrative

        General and administrative expenses increased $3.6 million or 3.0% in 2010 primarily as a result of costs associated with the shut down of our theatrical business. General and administrative expenses were 7.8% and 8.0% of revenue in 2010 and 2009, respectively.

Interest Expense

        Interest expense decreased $6.3 million or 23.0% in 2010 as compared to 2009. Such decrease was primarily attributable to a decrease in interest on debt due to affiliate as a result of the contribution of the corresponding affiliate receivables from our parent company, LMC, to us on September 30, 2010 in connection with a corporate restructuring. As a result of the contribution, the affiliate debt and related interest expense are eliminated in consolidation effective September 30, 2010.

Income Taxes

        We had pre-tax income from continuing operations of $254.2 million and $189.1 million and income tax expense of $98.8 million and $71.0 million in 2010 and 2009, respectively. Our effective tax rate was 38.8% and 37.6% in 2010 and 2009, respectively. Our effective tax rate differs from the U.S. federal income tax rate of 35% primarily as a result of state and local and foreign taxes.

LIQUIDITY AND CAPITAL RESOURCES

        As of June 30, 2012, our cash and cash equivalents totaled $1,157.0 million. Substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated commercial paper.

        Our potential sources of liquidity are available cash balances, net cash provided by operating activities and borrowings under our senior secured revolving credit facility. We generated positive net cash provided by operating activities of $61.7 million, $348.0 million, $191.1 million and $212.1 million for the six months ended June 30, 2012 and the years ended December 31, 2011, 2010 and 2009, respectively.

        Our primary uses of cash are programming payments and production costs for our original programming, home video and other content, which are included as a reduction of net cash provided by operating activities. Cash paid for programming rights totaled $280.6 million, $554.3 million, $532.6 million, and $552.2 million for the six months ended June 30, 2012, and the years ended

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December 31, 2011, 2010, and 2009, respectively. Cash paid for original programming, home video and other content totaled $129.1 million, $213.7 million, $117.0 million and $140.8 million for the six months ended June 30, 2012, and the years ended December 31, 2011, 2010, and 2009, respectively. We plan to make additional investments in original programming in the future. Payments made under our long-term incentive plan and the timing of tax payments made to LMC negatively impacted cash provided by operating activities in 2012. For the six months ended June 30, 2012, we made cash payments of $86.8 million for income taxes and $27.7 million under our long-term incentive plan as compared to cash payments of $44.8 million for income taxes and $7.7 million under our long-term incentive plan in 2011. During 2010, we also made a non-recurring payment of $149.6 million to settle all remaining phantom stock appreciation rights held by the founder and former CEO of Starz Entertainment which negatively impacted our net cash provided by operating activities. We expect that we will be able to use a combination of cash on hand, net cash provided by operating activities and borrowings under our senior secured revolving credit facility to fund our future cash needs.

        On November 16, 2011, we closed our $1,500.0 million senior secured credit facilities with a group of banks. Such facilities are comprised of a $1,000.0 million senior secured revolving credit facility and a $500.0 million senior secured term loan A. On November 18, 2011, we borrowed $500.0 million under the senior secured term loan A and $5.0 million under the senior secured revolving credit facility. On July 10, 2012, August 17, 2012, and September 4, 2012, we paid dividends to our parent, LMC of $100.0 million, $250.0 million and $50.0 million, respectively.

        On August 8, 2012, LMC announced its plan to separate the assets of LMC and Starz, LLC, creating two separate asset-backed stocks. See "Summary—LMC Relationship and Recent Developments" for additional information. In connection with the reorganization transaction, LMC currently contemplates that the Company will pay a total cash dividend of $1.8 billion to LMC (inclusive of dividends of $400.0 million paid to date), funded by a combination of cash on hand and borrowings under our senior secured revolving credit facility. On September 13, 2012, we closed the offering of $500.0 million of senior notes, the net proceeds of which were used together with cash on hand to repay and terminate the senior secured term loan A.

        The senior secured credit facilities contain certain covenants, including a covenant that limits our maximum leverage ratio, as defined in the credit agreement, to not more than 4.75 to 1.00 through December 31, 2013 and 4.25 to 1.00 thereafter. In addition, investments in unrestricted subsidiaries, as defined it the credit agreement, shall not exceed $150.0 million during the term of the credit agreement (starting on the closing date of November 16, 2011). Starz Entertainment is the sole guarantor and restricted subsidiary under the senior secured credit facilities. The senior secured credit facilities mature on November 16, 2016. See "Description of Other Indebtedness" for additional information.

        As of June 30, 2012, Starz Entertainment had outstanding loans receivable from Starz Media and Anchor Bay Entertainment, each of which are unrestricted subsidiaries, totaling $62.8 million.

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CONTRACTUAL OBLIGATIONS

        We are required to make future payments under various contracts, including long-term output licensing agreements, affiliation agreements, debt agreements, lease agreements, long-term incentive plans and various other agreements, Information concerning the amount and timing of required payments related to our contractual obligations at December 31, 2011 is summarized below (these contractual obligations are grouped in the same manner as they are classified in the consolidated statements of cash flows in order to provide a better understanding of the nature of the obligations and to provide a basis for comparison to historical information):

	Payments due by period (in thousands)
	Total		Less than 1 year		2 - 3 years		4 - 5 years		After 5 years
Operating activities:
Programming rights	$	813,952	$	443,150	$	202,515	$	109,780	$	58,507
Affiliation agreements		96,548		29,824		26,724		20,000		20,000
Investment in films and television programs		200,450		200,450		—		—		—
Long-term incentive and deferred compensation plans		41,196		35,107		6,089		—		—
Operating lease obligations		28,115		5,487		11,474		8,674		2,480
Purchase orders and other obligations		194,465		163,597		25,723		5,145		—
Interest related to total debt		9,670		2,099		3,487		2,446		1,638
Financing activities:
Repayments of total debt		545,044		4,129		58,969		465,010		16,936
Investing activities:
Purchases of property and equipment		—		—		—		—		—
Total	$	1,929,440	$	883,843	$	334,981	$	611,055	$	99,561

Obligations for Operating Activities

        We have entered into an exclusive long-term licensing agreement for theatrically released films from the Walt Disney Company ("Disney") studios through 2015. The agreement provides us with exclusive pay TV rights to exhibit qualifying theatrically released live-action and animated feature films from Walt Disney Pictures, Walt Disney Animation Studios, Disney-Pixar, Touchstone Pictures, Marvel Entertainment and Hollywood Pictures labels. Theatrically released films from DreamWorks Studios and Miramax Films are not licensed to us under the agreement. In addition, we are obligated to pay programming fees for all qualifying films that are released theatrically in the United States by Sony Pictures Entertainment Inc.'s Columbia Pictures, Screen Gems and Sony Pictures Classics ("Sony") through 2016, subject to certain limitations. The programming fees to be paid by us to Disney and Sony are based on the quantity and domestic theatrical exhibition receipts of qualifying films. We have also entered into agreements with a number of other motion picture producers and are obligated to pay fees for the rights to exhibit certain films that are released by these producers.

        The unpaid balance for film rights related to films that were available at June 30, 2012 is reflected in accrued liabilities and in other liabilities in our consolidated balance sheet. As of June 30, 2012, such liabilities aggregated $71.6 million and are payable as follows: $66.3 million in 2012 and $5.3 million in 2013.

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        Under the agreements with Disney and Sony, we are obligated to pay fees for the rights to exhibit films that have been released theatrically, but are not available for exhibition by us until some future date. In addition, as of June 30, 2012, we have agreed to pay Sony (i) a total of $95.0 million in two equal annual installments in 2013 and 2014, and (ii) a total of $120.0 million in three equal annual installments beginning in 2015. The estimated amounts payable under our program license agreements, including the Disney and Sony agreements, which have not been accrued as of June 30, 2012, are as follows: $113.9 million in 2012; $313.8 million in 2013; $73.1 million in 2014; $58.6 million in 2015; $51.4 million in 2016 and $58.3 million thereafter.

        The Company is also obligated to pay fees for films that have not yet been released in theatres. The Company is unable to estimate the amounts to be paid under these output agreements for films that have not yet been released in theatres; however, such amounts are expected to be significant.

        LMC guarantees our obligations under certain of our output agreements. At June 30, 2012, LMC's guarantees for obligations under these agreements for films that have been released in theatres aggregated $473.4 million. LMC's guarantee amount for films that have not yet been released in theatres is not determinable.

Obligations for Financing Activities

Guarantee Commitments

        Our subsidiary, Starz Media Canada Co. ("Canada Co."), entered into an agreement with the Ontario government whereby Canada Co. is eligible to receive funds under the Canadian Next Generation of Jobs Fund Grant through the termination date of March 31, 2014. Starz Entertainment entered into a guarantee for any amounts owed to the Ontario government under the grant if Canada Co. does not meet its obligation. The maximum amount of the grant available and the guarantee is $23.0 million. The Ontario government can demand payment from Starz Entertainment if Canada Co. does not perform any of its obligations. The maximum potential amount payable under the guarantee is $8.5 million at June 30, 2012 and Starz Entertainment has accrued $6.8 million related to this guarantee as of June 30, 2012. We sold a controlling interest in Canada Co. on March 3, 2011. The terms of the guarantee have not changed.

        In January 2011, Anchor Bay Entertainment entered into a five-year license agreement with TWC for the distribution, by our Home Video and Digital Media businesses, of certain of TWC's theatrical releases. Anchor Bay Entertainment earns a fee for the distribution of such theatrical releases. Starz Entertainment guarantees Anchor Bay Entertainment's advance payments to TWC under this agreement up to $50.0 million.

        Starz Entertainment is the guarantor on two noncancelable operating leases in which Starz Media, LLC and Film Roman, respectively, are the tenant. The maximum potential amount payable under these guarantees is $15.1 million at June 30, 2012. Starz Entertainment does not currently expect to have to perform under these obligations. The leases expire in 2014 and 2016, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

        In September 2011, the Financial Accounting Standards Board amended the Accounting Standards Codification as summarized in Accounting Standards Update ("ASU") 2011-08—Intangibles—Goodwill and Other (Topic 350). ASU 2011-08 allows entities to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. ASU 2011-08 is effective for annual and

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interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permissible. The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

        The following represents a discussion of our critical accounting estimates. For information regarding our significant accounting policies, see note 2 to our consolidated financial statements for the year ended December 31, 2011.

Program Rights

        Programming costs are our most significant individual operating cost. Program rights for films and television programs exhibited by Starz Channels are generally amortized on a film-by-film basis over the anticipated number of exhibitions. We estimate the number of exhibitions based on the number of exhibitions allowed in the agreement and the expected usage of the content. We generally have rights to two separate windows (typically a 16 to 18 month period under the first window and a 12 to 13 month period for the second window) under our pay-television output agreements. For films with multiple windows, the license fee is allocated between the first and second window based upon the proportionate estimated value of each window. We have allocated a substantial portion of the programming costs to the first window as first-run content is believed to have greater appeal to subscribers when it is newer and therefore deemed to have greater value to us in acquiring and retaining subscribers. Certain other program rights are amortized to expense using the straight-line method over the respective lives of the agreements.

        Additionally, we allocate programming costs associated with our original productions between the pay television window and the ancillary revenue markets (e.g., home video, digital platforms, international television, etc.) based on the estimated relative fair values of these markets. Costs allocated to the pay television window are amortized to expense over the anticipated number of exhibitions for each original production while costs associated with the ancillary revenue markets are amortized to expense based on the proportion that current revenue from the original productions bears to an estimate of the remaining unrecognized revenue (ultimate revenue). Estimates of fair value for the pay television and ancillary markets involve uncertainty as well as estimates of ultimate revenue.

        Changes in management's estimate of the anticipated exhibitions of films, television programs and original productions on our networks and the estimate of ultimate revenue could result in the earlier recognition of our programming costs than anticipated. Conversely, scheduled exhibitions may not capture the appropriate usage of the program rights in current periods which would lead to the write-off of additional program rights in future periods and have a significant impact on our future results of operations and our financial position.

Impairment of Goodwill

        We test goodwill annually for impairment at December 31 or more frequently if indicators of potential impairment exist. At December 31, 2011, we utilized a qualitative assessment for determining whether the first step of the goodwill impairment analysis was necessary. In evaluating goodwill on a qualitative basis, we considered whether there were any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environment and how these factors might impact our performance in future periods. This qualitative assessment involves a significant amount of judgment on the part of management.

        If step one is necessary, the fair value of each reporting unit in which goodwill resides is compared to its carrying value. Fair value is estimated by considering sale prices for similar assets or by

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discounting estimated future cash flows from such asset using an appropriate discount rate. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of goodwill impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would be recognized in a business combination. At December 31, 2011, our qualitative assessment indicated that step one of the goodwill impairment analysis was not necessary. For 2010 and 2009 we performed step one of the goodwill impairment analysis. Based on our annual impairment test in 2010 and 2009, the excess of the estimated fair value of the reporting unit over its carrying value was significant. We used a discounted cash flow analysis, prepared by management, to perform step one. The cash flow projections used in our analysis represent management's best estimate of the future cash flows for the reporting unit. Had our fair value estimate been 10% lower, we still would not have triggered a failure of the first step.

        Goodwill impairment tests require a high degree of judgment with respect to estimates of future cash flows and discount rates as well as other assumptions. Accordingly, any value ultimately derived from our reporting units may differ from our estimate of fair value.

Carrying Value of Investments in Films and Television Programs

        Investment in films and television programs includes the cost of completed films, television programs and original productions which we have produced or for which we have acquired distribution rights, as well as the cost of films, television programs or original productions in production, pre-production and development. Investment in films and television programs is stated at the lower of unamortized cost or estimated fair value on an individual film basis. Investment in films and television programs is amortized to production and acquisition costs using the individual-film-forecast method, whereby the costs are charged to expense and royalty, participation and residual costs are accrued based on the proportion that current revenue from the films, television programs and original productions bears to an estimate of the remaining unrecognized ultimate revenue. Estimates of ultimate revenue involve uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in management's future revenue estimates. We periodically review revenue estimates and revise our assumptions as necessary, which impacts the timing of amortization expense. Significant revisions to our revenue estimates could also be an indicator that a film is impaired.

        Investment in films and television programs is reviewed for impairment on a title-by-title basis when an event or change in circumstances indicates that a film, television program or original production may be impaired. The estimated fair value for each title is determined using the discounted estimated future cash flow of each title. If the estimated fair value of a film, television program or original production is less than its unamortized cost, the excess of unamortized cost over the estimated fair value is charged to expense. Considerable management judgment is necessary to estimate the fair value of investment in films and television programs. Changes in these estimates could significantly impact the impairment analysis in the future.

Valuation of Deferred Tax Assets

        We are required to estimate the amount of tax payable for the current year and the deferred income tax assets and liabilities for the future tax consequences of events that have been reflected in our financial statements or tax returns. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of our deferred tax assets will not be realized. Our ability to realize deferred tax assets depends upon the generation of sufficient future

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taxable income and tax planning strategies. We may be required to record additional valuation allowances against our deferred tax assets in the future if our assumptions and estimates change which would result in additional income tax expense. Management evaluates the realizability of our deferred tax assets quarterly.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are exposed to market risk in the normal course of business due to our ongoing financial and operating activities. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.

        We are exposed to changes in interest rates as a result of borrowings used to maintain our liquidity and fund our operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt and by entering into interest rate swap and collar arrangements when we deem appropriate.

        As of December 31, 2011, our debt is comprised of the following amounts (in thousands):

Variable rate debt				Fixed rate debt
Principal amount	Weighted avg. interest rate			Principal amount		Weighted avg. interest rate
$505,000		2.5346	%	$	40,044		5.5	%

        As noted above, our outstanding debt at December 31, 2011 was primarily variable rate debt. On September 13, 2012, we closed the offering of $500.0 million of original notes, the net proceeds of which were used together with cash on hand to repay and terminate the senior secured term loan A which had a variable interest rate. The $500.0 million of original notes have a fixed rate of 5% and are due in 2019. We have borrowing capacity at June 30, 2012 and December 31, 2011 of $995.0 million under the senior secured revolving credit facility at variable rates. We expect to utilize borrowings under the senior secured revolving credit facility and cash on hand to pay the $1,800.0 million cash dividend to LMC which will result in a mix of fixed and variable rate debt.

        We are exposed to foreign exchange rate risk on certain of our original productions that are produced in foreign countries. We mitigate this foreign exchange rate risk by entering into forward contracts and other types of derivative instruments as deemed appropriate. As of June 30, 2012 and December 31, 2011, the fair market value of our outstanding derivative instruments related to foreign currencies was insignificant. We are also exposed to foreign exchange rate risk on our foreign operations; however, this risk is not deemed significant to our overall business.

GEOGRAPHIC DATA

        Revenue generated outside of the United States represented 4%, 4% and 3% of consolidated revenue for each of the years ended December 31, 2011, 2010 and 2009, respectively. Net long-lived assets outside the United States were none and $4.3 million as of December 31, 2011 and 2010, respectively, and in 2010 related entirely to discontinued operations as discussed in Note 3 to the annual consolidated financial statements included elsewhere in this prospectus.

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BUSINESS

COMPANY OVERVIEW

        Starz LLC's principal businesses are conducted by our wholly-owned subsidiaries Starz Entertainment, and Film Roman and our majority-owned subsidiary Starz Media. Our operations are managed by and organized around our Starz Channels, Starz Distribution and Starz Animation operating segments. The Starz Distribution operating segment includes our Home Video, Digital Media and Worldwide Distribution businesses, as described in further detail below:

Starz Entertainment

        Starz Entertainment's principal business includes the operations of our Starz Channels' operating segment. Starz Entertainment's financial results also include the ancillary revenue and expenses related to Starz Channels' original programming content that is managed within our Starz Media subsidiary. Starz Entertainment pays Starz Media a distribution fee for managing its original content.

Starz Media and Other Businesses

        Starz Media and Other Businesses include the operations of our Starz Distribution and Starz Animation operating segments. As discussed above, the ancillary revenue and expenses of the Starz Channels' original programming content is managed by Starz Media through the Starz Distribution operating segment for a distribution fee. Starz Distribution includes our Home Video, Digital Media and Worldwide Distribution businesses. Starz Animation includes the operations of Film Roman, a leading animation studio.

STRENGTHS

        We expect the following competitive strengths to continue to drive our operating performance, strengthen our market position and continue to differentiate our services from competitors:

        Comprehensive service offering with compelling value proposition to distributors and consumers.    Starz Channels' 17 linear networks, complemented by On Demand and internet services, enable our distributors to offer an attractive array of content in multiple formats, including standard definition, high definition and 3D, and across multiple platforms, to our target consumer demographic at attractive price points.

        Our flagship Starz network was the second most watched premium television network during the six months ended June 30, 2012 based on average total day viewers, according to Nielsen. Starz On Demand ranked second among over 725 On Demand services in total play time, according to Rentrak during the six month period ending June 30, 2012. We believe that our brand and networks inspire strong loyalty among our subscribers, with 88% of Starz subscribers saying that they "love" or "like" the service and 17% saying that they "couldn't live without it" according to a 2012 Three, Inc. survey of premium subscribers commissioned by Starz Entertainment. Also, Starz subscribers are less likely than other premium subscribers to say they'll cancel their subscription in the next 6 months according to a 2011 survey conducted by Kadence International commissioned by Starz Entertainment.

        We believe that as a result of our value proposition and support from our distributors, such as inclusion in certain of our distributor's more popular programming packages, our Starz and Encore networks have increased their subscriber base from December 31, 2007 to June 30, 2012 by approximately 27% and 11%, respectively, while U.S. multichannel households have only increased by approximately 4% from December 31, 2007 to June 30, 2012, according to SNL Kagan.

        Secured long-term, exclusive theatrical content.    Starz Channels has exclusive long-term output licensing agreements with Disney and Sony to air first-run theatrical movies released by their studios

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through 2015 and 2016, respectively. We also source, on a long-term basis, library content from many of Hollywood's major studios, including Sony, Fox, Warner Brothers, MGM and Universal. The rights we license on an exclusive basis during our license periods include linear television, On Demand and internet, among others, as well as all formats, including standard definition, high definition and 3D.

        Growing lineup of successful original programming.    Our original programming team is led by our CEO Chris Albrecht. Mr. Albrecht has over 30 years of experience in the television industry and has produced some of the most culturally important and broadly appealing television series in history. Mr. Albrecht, while he was Chairman and Chief Executive Officer and President of Original Programming at HBO, was on the team that produced some of the most popular original programming series, including Sex and the City, The Sopranos and Band of Brothers, among others. Recent examples of our original programming include Spartacus, our highly successful original series which completed its third season in March 2012, our critically acclaimed series, Boss, which premiered its second season in August 2012 and Magic City which premiered in April 2012.

        In 2011, Starz Channels aired four original series (Spartacus: Gods of the Arena, Camelot, Torchwood, and Boss) and will air three original series in 2012 (Spartacus: Vengeance, Magic City, and Boss), representing a relatively small portion of our total programming lineup. Over time, we plan to increase our original programming so that our viewers will have an opportunity to see a new Starz original program or a new season of an existing Starz original throughout the year. We plan to do this in a cost effective manner with a focus on growing our Adjusted OIBDA and net cash provided by operating activities. We believe that continued expansion of our original programming offering will further differentiate our services from our competitors, increase viewer satisfaction and strengthen our brand.

        At times, we retain certain rights to exploit our original programming in the home video, digital (internet) and non-pay television ancillary markets both in the U.S. and around the world. These ancillary markets create downstream revenue opportunities for our Home Video, Digital Media and Worldwide Distribution business units and contribute to the financial results of Starz Entertainment.

        Long-term relationships with multichannel video distributors.    We have long-term relationships with the largest multichannel video distributors in the U.S., including Comcast, DIRECTV, DISH Network, Time Warner Cable, Charter, Cox, Cablevision, AT&T and Verizon. We have maintained uninterrupted carriage and have been consistently successful in renewing our affiliation agreements with our distributors in the past. We provide increasingly broad content offerings and services to help drive the profitability of these distributors. Many of these distributors have included Starz and Encore networks in some of their best performing programming packages. This favorable packaging has translated into growth of 3.8 million Starz subscribers and 3.6 million Encore subscribers since year end 2009, demonstrating the strength of our business in spite of difficult recent economic conditions.

        Consistently strong financial performance with recurring revenue from affiliation agreements.    Starz Entertainment has established a track record of delivering consistently strong financial performance with recurring revenue from affiliation agreements, characterized by revenue and Adjusted OIBDA growth, attractive margins, modest capital investment and strong generation of net cash provided by operating activities, due to the following key factors:

•

As mentioned above, long-term relationships with our distributors have provided us with favorable packaging of our services in many of our distributors most popular programming packages, resulting in strong growth in subscribers to our networks and increased revenue.

•

Starz Entertainment's revenue has also increased as our affiliation agreements generally provide for contractual rate increases or rate increases tied to annual increases in the Consumer Price Index. Supporting the stability of Starz Entertainment's revenue, approximately 46% of revenue

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for the six months ended June 30, 2012 is earned under affiliation agreements with its distributors that provide for a fixed monthly payment.

•

Starz Entertainment's programming costs have declined in recent years as a percentage of revenue, due to a declining number of output titles and lower amortization of fixed payments made under our output licensing agreements.

•

Starz Entertainment's other expenses, which include production and acquisition costs, home video cost of sales, operating expenses, advertising and marketing costs and general and administrative expenses, are 17% and 16% of Starz Entertainment's revenue for the year ended December 31, 2011 and for the six months ended June 30, 2012, respectively.

•

Very low capital expenditures, representing less than 1% of Starz Entertainment's revenue for both the year ended December 31, 2011 and the six months ended June 30, 2012.

        As a result of these factors, Starz Entertainment's revenue grew at a compound growth rate of 5.4% between 2007 and 2011, while its Adjusted OIBDA grew at a compound growth rate of 12.7% during the same period. Starz Entertainment's Adjusted OIBDA margin for the year ended December 31, 2011 and the six months ended June 30, 2012 was 32.4% and 33.2%, respectively.

        Proven and experienced management team.    Our senior management team includes a seasoned group of executives, each with over 20 years of experience, many of whom have a long tenure with us or bring extensive expertise in premium subscription television, cable and satellite television and content production from leading companies including HBO, The Walt Disney Studios, DIRECTV, AT&T Broadband, Viacom Inc. and Adelphia Communications. We believe that our combination of tenured veterans and executives with strong industry experience provide us with significant competitive advantages that will allow us to continue to build our business and innovate for the future.

        Integrated entertainment company.    Through our Starz Channels, Home Video, Digital Media and Worldwide Distribution business units, we are able to maintain control, and maximize the profitability of our original programming content and its marketing and distribution in pay television and ancillary markets both domestically and internationally. Our integrated business units are able to nurture the success of our original productions in the home video, digital (internet) and non-pay television ancillary markets, and we are not reliant on other parties to distribute content on our behalf.

STRATEGY

        Our mission is to be a leading global entertainment brand providing powerful and immersive experiences. To that end, our goal is to provide our distributors and their subscribers with high-quality, differentiated premium video services available on multiple viewing platforms. We also intend to utilize our integrated business units to exploit our original programming content in the home video, digital (internet) and non-pay television markets.

        The key items in our strategy are as follows:

        Expand our original programming lineup.    We will continue to create a differentiated product offering focused on hit Hollywood movies and exclusive, compelling original content. Over time, we plan to expand our offering of exclusive original programming content, with such content to be aired year round on our Starz Channels. The investment in original content will help balance our mix of content between movies and original series. We believe the increased amount of original programming will deepen our brand relevance and help support subscriber growth as this content is exclusive to Starz. We believe it will also enhance our distributor relationships, as well as deliver additional revenue opportunities for our Home Video, Digital Media and Worldwide Distribution business units.

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        At times, to reduce our financial exposure and risks associated with new productions, we intend to utilize co-financing, co-production and/or distribution arrangements and other financing structures with third parties. For example, our recent multi-year agreement with BBC Worldwide Limited enables us to share financial exposure for high quality new productions, while providing Starz subscribers more original programming and delivering ancillary revenue streams from domestic distribution of produced titles for our Home Video, Digital Media and Worldwide Distribution business units. Da Vinci's Demons, the first original series greenlit under this agreement, began production in 2012.

        Renew and extend affiliation agreements with key distributors on favorable terms.    We continue to negotiate new agreements or extend current agreements with our key distributors. By continuing to expand our original series content, strengthening our brand positioning and investing in platform technology (for example, our development of new online streaming platforms for "authenticated" subscribers that are confirmed to have a linear subscription to our services), we expect to be in a position to renew these agreements.

        Rationalize valuable digital rights with both traditional distributors as well as other online video distributors.    We seek to monetize the digital rights we control for our exclusive original programming content and those under our programming licensing agreements with the major studios. We look to do this to the fullest extent possible while maintaining wholesale pricing consistent with the premium nature of our services. We seek opportunities to license services to our traditional distribution partners, targeting authenticated subscribers, as well as online video providers to the extent such online video providers include our services in a premium programming tier. In furtherance of our digital strategy, we expect to launch new online streaming platforms for personal computers, tablets and other devices by the end of 2012.

        Continue to invest in Starz brand.    We will continue to focus our marketing efforts on improving the recognition of our brand as a premier provider of premium entertainment, including compelling original series, as well as first run and classic Hollywood movies. To enhance our brand recognition, we will continue to focus our marketing investment on original series, and utilize cross-channel advertising with our multichannel video distributors, advertising in select print outlets, online advertising (including social networks) and outdoor billboards in major cities.

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        We face certain key challenges in our attempt to achieve our strategic goals, including:

•

Our ability to renew and extend affiliation agreements with key distributors on favorable terms. Certain of our affiliation agreements are set to expire in the fourth quarter of 2012. In addition, two distributors have exercised options in their agreements which allow them to renegotiate their affiliation agreements. Based on the information we know today, we believe approximately 18% of Starz Entertainment's revenue of $1,315.2 million for the year ended December 31, 2011 and 18% of Starz Entertainment's revenue of $671.0 million for the six months ended June 30, 2012 is subject to renegotiation in the fourth quarter of 2012. Starz and these distributors are currently in discussions to renew and extend these agreements. Starz currently expects to renew and extend these agreements; however, the terms of such renewals may be less favorable than the current affiliation agreements.

•

Potential loss of subscribers due to economic conditions and competition from other networks and other video programming services.

•

Our ability to continue to acquire or produce affordable programming content, including original programming content that appeals to our distributors and our viewers.

•

Potential consolidation of our distributors.

•

Increased rates paid by our distributors to carry broadcast networks and sports networks may make it more difficult for consumers to afford premium video services.

•

Our distributor's willingness to market our networks and other services.

•

Our ability to react to changes in viewer habits related to technologies such as DVRs, video-on-demand, internet-based content delivery, Blu-ray players and mobile devices.

        A discussion regarding our operating segments follows:

STARZ CHANNELS

Programming Networks

        Starz Channels is a leading provider of premium subscription video programming to U.S. multichannel video distributors, including cable operators (such as Comcast and Time Warner Cable), satellite television providers (such as DIRECTV and Dish Network), and telecommunications companies (such as AT&T and Verizon). Starz Channels' flagship premium networks are Starz and Encore. As of June 30, 2012, these networks were available for subscription in approximately 100 million U.S. multichannel households, defined as households subscribing to services offered by multichannel video distributors, as well as over the internet, and served approximately 55 million subscribers. Our third network, MoviePlex, offers a variety of library content, art house, independent films and classic movies. Starz and Encore, along with MoviePlex, air over 1,000 movies monthly across 17 linear networks complemented by On Demand and internet services.

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        The table below depicts our 17 existing linear networks and highlights some of their key characteristics:

        Our flagship Starz network was the second most watched premium television network during the six months ended June 30, 2012, based on average total day viewers, according to Nielsen. Starz On Demand ranked second among over 725 On Demand services in total play time, according to Rentrak during the six month period ending June 30, 2012.

        Premium networks, like Starz and Encore, air recently released and library film content, along with original series and specials, commercial free. Premium networks are offered by multichannel video distributors to their subscribers either on a fixed monthly price as part of a programming tier or package or on an à la carte basis. Subscribers to premium networks have the exclusive opportunity to watch "first run" or new movies, when they are first aired on linear television after their initial theatrical release.

Demographics

        Our Starz networks are packaged in the premium tier of services across multichannel video and other distributors and target a balanced representation of men and women in the 25-54 age group who are parents, have higher levels of education and higher income ($50,000+ annually). Our Encore networks are packaged in both lower level digital tiers and together with our Starz networks in premium tiers depending on the distributor. Encore targets male adults in the 35-50 age group (more targeted for the theme channels) with higher income ($50,000+ annually). MoviePlex is packaged primarily in lower digital tiers and together with Encore networks depending on the distributor. Together with its theme channels, IndiePlex and RetroPlex, MoviePlex targets a broad age range of men and women 35 and older with higher income ($50,000+ annually).

        We believe that our brand and networks inspire strong loyalty among our subscribers, with 88% of Starz subscribers saying that they "love" or "like the service" and 17% saying that they "couldn't live without it" according to a 2012 Three, Inc. survey of premium subscribers commissioned by Starz Entertainment. Also, Starz subscribers are less likely than other premium subscribers to say they'll

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cancel their subscription in the next 6 months according to a 2011 survey conducted by Kadence International commissioned by Starz Entertainment.

Affiliation Agreements

        Our networks are distributed pursuant to affiliation agreements with multichannel video distributors. These agreements require us to deliver programming that meets certain standards and volume of first-run films. We earn revenue under these agreements based on either:

•

the number of subscribers who receive our programming multiplied by rates specified in the agreements (51.7% and 56.8% of Starz Channels' revenue for six months ended June 30, 2012 and the year ended December 31, 2011, respectively), or

•

a fixed monthly payment (48.3% and 43.2% of Starz Channels' revenue for the six months ended June 30, 2012 and the year ended December 31, 2011, respectively).

        Distributors report the number of subscribers to our networks and pay us for our services, generally on a monthly basis. We have had long-term relationships with the largest multichannel video distributors in the U.S., including: Comcast, DIRECTV, DISH Network, Time Warner Cable, Charter, Cox, Cablevision, AT&T and Verizon. The agreements are generally structured to be multi-year agreements with staggered expiration dates.

        We work with our distributors to increase the number of subscribers to our networks. To accomplish this, we may help fund the distributors' efforts to market our programming networks or we may permit distributors to offer limited promotional periods without payment of subscriber fees. We believe these efforts will increase our subscribers, improve the awareness of our programming networks and ultimately increase our revenue and margins over the term of our affiliation agreements. We believe that as a result of our value proposition and support from our distributors, such as inclusion in certain of our distributor's more popular programming packages, our Starz and Encore networks have increased their subscriber base from December 31, 2007 to June 30, 2012 by approximately 27% and 11%, respectively, while the number of U.S. multichannel households have only increased by approximately 4% from December 31, 2007 to June 30, 2012, according to SNL Kagan.

        As of June 30, 2012, we had 20.7 million Starz linear channel subscribers and 34.2 million Encore linear channel subscribers. Our subscriber numbers do not include subscribers who receive our programming over the internet or who receive our programming free as part of a promotional offer.

        Our existing affiliation agreements expire at various dates through 2018. Certain of Starz Entertainment's affiliation agreements are set to expire in the fourth quarter of 2012. In addition, two distributors have exercised options in their agreements which allow them to renegotiate their affiliation agreements. Based on the information we know today, we believe approximately 18% of Starz Entertainment's revenue of $1,315.2 million for the year ended December 31, 2011 and 18% of Starz Entertainment's revenue of $671.0 million for the six months ended June 30, 2012 is subject to renegotiation in the fourth quarter of 2012. Starz and these distributors are currently in discussions to renew and extend these agreements. Starz currently expects to extend these agreements; however, the terms of such renewals may be less favorable than the current affiliation agreements. Failure to renew important affiliation agreements, or the termination of those agreements, could have a material adverse effect on our business, and, even if affiliation agreements are renewed, there can be no assurance that renewal rates will equal or exceed the rates that are currently being charged. We have not historically failed to renew an agreement, although agreements have sometimes expired before the renewal was fully negotiated and finalized or continued on a month-to-month basis (in such cases, paid carriage of our programming networks continued unaffected during the periods in which the agreements were being negotiated). We did not renew our affiliation agreement with Netflix which expired in the first

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quarter of 2012. The expiration of our Netflix agreement will not have a material adverse effect on our business, financial condition or results of operations.

        For the six months ended June 30, 2012 and the year ended December 31, 2011, revenue received under affiliation agreements with Comcast, DIRECTV and DISH Network each accounted for at least 10% of our revenue.

Programming

        The programming on our networks includes programming that we license from studios and other rights holders and original programming that we control, either through outright ownership or through licensing arrangements. Programming costs represents our single largest expense.

Output and Other Content License Agreements

        The majority of the content on our programming networks consists of films that have been released theatrically. We have exclusive long-term first-run output licensing agreements with Disney and Sony for all qualifying films released theatrically by these companies' movie studios. Our licensing agreements cover all qualifying films that are released theatrically in the U.S. by studios owned by Disney through 2015 and all qualifying films that are released theatrically in the U.S. by studios owned by Sony through 2016. The rights we license from Disney and Sony on an exclusive basis during our license periods include linear television, On Demand and internet, among others.

        Under these agreements, our networks have valuable exclusive rights to air new movies on our linear television channels, On Demand or over the internet for 16-18 months beginning 8-13 months after their initial theatrical release. We also receive a second exhibition period of 12-13 months which generally begins approximately five years following the end of the initial exhibition period. No other network, internet streaming or other video service may air or stream these recent releases during our two windows and no other subscription service may air or stream these releases between our windows. Examples of recent Hollywood blockbusters that are exclusively aired or will be aired by our networks in 2012 and early 2013 include Pirates of the Caribbean: On Stranger Tides, Cars 2, 21 Jump Street, The Girl with the Dragon Tattoo, Moneyball and The Amazing Spiderman.

        We have licensed theatrical titles from Disney since 1994. We currently license films released by Disney under the Disney, Touchstone, Pixar and Marvel labels. We do not license films produced by DreamWorks or Miramax Films that are released by Disney. Our licensing agreement with Sony, which began in 2001, includes all titles released under the Columbia, Screen Gems and Sony Classics labels.

        We also license library content comprised of older, previously released theatrical films from many of Hollywood's major studios, including Sony, Fox, Warner Brothers, MGM and Universal. In addition to theatrical films, we license made for television movies, series and other content from studios, production companies or other rights holders. We license library content primarily on an exclusive basis, with virtually the same and, in some cases, more expansive exhibition rights than our output agreements. The rights agreements for our licensed content are of varying duration and generally permit our programming networks to exhibit these films, series and other programming during certain window periods.

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        A summary of our significant output and library programming agreements follows:

Summary of Significant Output Programming Agreements		Summary of Significant Library Programming Agreements
Studio	Term(1)	Studio	Term
Sony	12/2016	Lionsgate	09/2025
Disney (aka Buena Vista)	12/2015	Sony Pictures	11/2020
Anchor Bay Films	Indefinite	MGM	06/2018
		Warner Brothers	01/2017
		Universal	02/2016
		Twentieth Century Fox	08/2013

(1)

Dates based on initial theatrical release.

Original Programming

        We contract with independent production companies, including Pacific Renaissance, Lionsgate Television and BBC Worldwide Limited, among others, to produce the majority of the original programming that appears on our networks. These contractual arrangements provide us with either:

•

Outright ownership of the programming, in which case we hold all rights to the content,

•

An exclusive U.S. pay television license and other ancillary rights to specific territories for specified periods of time, or

•

An exclusive U.S. pay television license.

        A summary of our original programming series that have aired or will air on the Starz network is as follows:

Original Series/Key Cast	Air Date	Ownership Rights	Description
Black Sails (Key Cast: Toby Stephens, remaining cast TBD)	1Q'14	All Rights	Executive Producer Michael Bay's story chronicles the adventures of fabled buccaneer Captain Flint and his men. Threatened with extinction on all sides, they fight for the survival of New Providence Island, the most notorious criminal haven of its day—a debauched paradise teaming with pirates, prostitutes, thieves and fortune seekers, a place defined by both its enlightened ideals and its stunning brutality.
Magic City Season 2 (Key Cast: Jeffrey Dean Morgan, Olga Kurylenko, Danny Huston)	3Q'13	All Rights	In Season 2, Ike Evans risks everything in a life and death battle to rid his Miramar Playa Hotel of the mob and Ben "The Butcher" Diamond. But will the price of his victory be too high? For what will it profit a man if he gains the whole world and loses his soul?
Da Vinci's Demons (Key Cast: Tom Riley, Laura Haddock, Lara Pulver)	2Q'13	All Rights U.S.; English Speaking Canada	In a world where thought and faith are controlled, Leonardo Da Vinci fights to set knowledge free. The tortured genius defies authority and throws himself into the future, forever changing the fate of mankind.

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Original Series/Key Cast	Air Date	Ownership Rights	Description
Spartacus: War of the Damned (Key Cast: Liam McIntyre, Manu Bennett, Dustin Clare)	1Q'13	All Rights	Having lost a significant part of his army (and friends) in the Season 2 finale, Spartacus must make the decision to carry on and march toward Rome or forego his vengeance and return home to Thrace.
Boss Season 2 (Key Cast: Kelsey Grammer, Connie Nielsen, Kathleen Robertson)	3Q'12	U.S. Pay TV Only	Mayor Tom Kane's grip on Chicago is more intense than ever. After nearly losing his career, his family and his mind, Kane turns to solidifying his power. Through all this, Kane struggles to keep his debilitating brain disease in check in his quest for the last thing that matters to him—his legacy.
Magic City (Key Cast: Jeffrey Dean Morgan, Olga Kurylenko, Danny Huston)	2Q'12	All Rights	Miami Beach, New Year's Eve, 1959. Castro's rebels seize Havana while the Kennedys, the mob and the CIA all hold court at the luxurious Miramar Playa Hotel. This is Ike Evans' place, and he used mob boss, Ben "The Butcher" Diamond, to finance it. With diving clowns by day and escorts at night, nothing's what it seems in Magic City.
Spartacus: Vengeance (Key Cast: Liam McIntyre, Lucy Lawless, Manu Bennett, Peter Mensah)	1Q'12	All Rights	On the heels of the bloody escape from the House of Batiatus that concluded "Spartacus: Blood and Sand," the gladiator rebellion continues and begins to strike fear into the heart of the Roman Republic.
Boss Season 1 (Key Cast: Kelsey Grammer, Connie Nielsen, Kathleen Robertson)	4Q'11	U.S. Pay TV Only	Mayor of Chicago, Tom Kane knows what his city needs and isn't afraid to use any means necessary to get things done, but when a degenerative brain disorder starts ripping away his personality he can no longer trust his memory, allies, or even himself.
Torchwood (Key Cast: John Barrowman, Mekhi Phifer, Eve Myles)	3Q'11	U.S. Pay TV Only	Season 4 of the popular British series; one day, all across the world, nobody dies; the result: a population boom, overnight; but this can't be a natural event—someone's got to be behind it.
Camelot (Key Cast: Jamie Campbell Bower, Joseph Fiennes, Eva Green)	2Q'11	All Rights U.S.	In the wake of King Uther's sudden death, chaos threatens to engulf Britain. When the sorcerer Merlin has visions of a dark future, he installs the young and impetuous Arthur, Uther's unknown son and heir.

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Original Series/Key Cast	Air Date	Ownership Rights	Description
Spartacus: Gods of the Arena (Key Cast: John Hannah, Lucy Lawless, Dustin Clare)	1Q'11	All Rights	The House of Batiatus is on the rise, basking in the glow of its infamous champion Gannicus; prequel to Spartacus: Blood & Sand.
The Pillars of the Earth (Key Cast: Rufus Sewell, Ian McShane, Donald Sutherland)	3Q'10	U.S. Pay TV Only	Mini-series of the popular Ken Follett novel of the same name.
Party Down Season 2 (Key Cast: Adam Scott, Megan Mullally, Ken Marino)	2Q'10	All Rights	Comedy about Hollywood wannabees working for a catering company.
Gravity (Key Cast: Krysten Ritter, Ivan Sergei, Eric Shaeffer)	2Q'10	All Rights	Dark comedy about a group of eccentric individuals in an out-patient program for suicide survivors.
Spartacus: Blood & Sand (Key Cast: Andy Whitfield, Lucy Lawless, John Hannah)	1Q'10	All Rights	Graphic and visceral series about the Roman Republic's most infamous rebel.

        The third season of our Spartacus franchise, Spartacus: Vengeance, premiered in January 2012 averaging over 5 million viewers per episode. The first season of Spartacus, Spartacus: Blood and Sand, performed exceptionally well on our Starz network. According to Nielsen, Spartacus: Blood and Sand attracted approximately 12 million viewers over the entire season's first run (81 airings) and over 18 million orders to date on Starz On Demand. The second season built on the success of the first season with even better ratings. Spartacus: Gods of the Arena, according to Nielsen, ranked as the number one rated Friday show on cable among adults (18+) for all six episode premieres. Spartacus: Gods of the Arena is also the highest rated Starz original series to date. The first two seasons of this series have also performed well for our Home Video, Digital Media and Worldwide Distribution business units. In home video, Spartacus: Blood and Sand has sold approximately 1.4 million units since its release in September 2010 and Spartacus: Gods of the Arena has sold approximately 740,000 units since its release in September 2011. Spartacus: Blood and Sand is in the top six for home video releases of new television series, in terms of first week unit sales, since 2008. Spartacus: Blood and Sand has been licensed by our Worldwide Distribution business unit to over 200 territories representing over 60 distinct licenses. Of these licenses, 75% have committed to all current and future seasons of Spartacus. For our Digital Media business unit, the Spartacus social media games on Facebook generated over 4.6 million downloads.

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        Viewership for the first season of Magic City averaged over 3 million viewers per episode and, according to Nielsen, ranked in the top 10 rated cable programs among adults (18+) on the Friday for each of the 8 episode premieres. Viewership for the first season of Boss averaged 2.9 million viewers per episode and, according to Nielsen, 4 of the first season's 8 episodes ranked in the top 20 rated cable programs among adults (18+) on the Friday for each of those episode premieres.

        In 2011, Starz Channels aired four original programming series (Spartacus: Gods of the Arena, Camelot, Torchwood, and Boss) and will air a total of three original programming series in 2012 (Spartacus: Vengeance, Magic City, and Boss), representing a relatively small portion of our total program hours. Over time, we plan to increase our original programming so that our viewers will have an opportunity to see a new Starz original program or a new season of an existing Starz original throughout the year. We plan to do this in a cost effective manner with a focus on growing our Adjusted OIBDA and net cash provided by operating activities. We believe that continued expansion of our original programming offering will further differentiate our services from our competitors, increase viewer satisfaction and strengthen our brand.

        To reduce our financial exposure and risks associated with new productions, we may utilize co-financing, co-production and/or distribution arrangements and other financing structures with third parties. For example, our recent multi-year agreement with BBC Worldwide Limited enables us to share financial exposure for high quality new productions, while providing Starz subscribers more original programming and delivering ancillary revenue streams from domestic distribution of produced titles for our Home Video, Digital Media and Worldwide Distribution business units. Da Vinci's Demons, the first original series greenlit under this agreement, began production in 2012.

        At times, we retain certain rights to exploit our original programming in the home video, digital (internet) and non-pay television ancillary markets both in the U.S. and around the world. These ancillary markets create downstream revenue opportunities for our Home Video, Digital Media and Worldwide Distribution business units.

Transmission

        We uplink our programming to five non-preemptible, protected transponders on three satellites positioned in geo-synchronous orbit. These satellites feed our signals to various swathes of the Americas. We lease these transponders under long-term lease agreements. These transponder leases have termination dates ranging from 2018 to 2021. We transmit to these satellites from our uplink center in Englewood, Colorado.

        We have made arrangements at a third party facility to uplink certain of our networks to these satellites in the event we are unable to do so from our uplink center. However, we currently do not have a backup facility that allows us to uplink all of our networks (including the ability to uplink high-definition signals).

Competition

        Our programming networks operate in highly competitive markets. We compete with other programming networks, including premium television network providers HBO/Cinemax, Showtime and EPIX, for viewing and subscribership by each distributor's customer base. Our networks compete not only with other programming networks and other content available from our distributors, but also with over-the-air broadcast television, internet-based video and other online services, mobile services, radio, print media, motion picture theaters, DVDs, and other sources of information and entertainment.

        We also compete with other content providers to secure desired entertainment programming. The success of our business depends on our ability to license and produce content for our programming networks that is adequate in quantity and quality and will generate satisfactory subscriber levels. Most

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of our original programming and all of our licensed programming are obtained through agreements with other parties that have produced or own the rights to such programming. Other programming networks that are affiliated with programming sources such as movie or television studios or own film libraries may have a competitive advantage over us in this area. With respect to the acquisition of programs and movies that are not produced by or specifically for networks, our competitors include national broadcast television networks, local broadcast television stations, video-on-demand programs and other cable programming networks. Online video distributors have also emerged as competitors for the acquisition of content or the rights to distribute content. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.

Regulatory Matters

        In the U.S., the FCC regulates broadcasters, the providers of satellite communications services and facilities for the transmission of programming services, the cable television systems and multichannel video distributors ("MVPDs") that distribute such services, and, to some extent, the availability of the programming services themselves through its regulation of program licensing. Cable television systems in the U.S. are also regulated by municipalities or other state and local government authorities. Cable television systems are currently subject to federal rate regulation on the provision of basic service, except where subject to effective competition under FCC rules, which has become increasingly widespread. Continued rate regulation or other franchise conditions could place downward pressure on the fees cable television companies are willing or able to pay for programming services. Regulatory carriage requirements also could adversely affect the number of channels available to carry our programming networks.

Regulation of Carriage of Broadcast Stations

        The 1992 Cable Act granted broadcasters a choice of must carry rights or retransmission consent rights. The rules adopted by the FCC generally provided for mandatory carriage by cable systems of all local full-power commercial television broadcast signals selecting must carry rights and, depending on a cable system's channel capacity, non-commercial television broadcast signals. Such statutorily mandated carriage of broadcast stations coupled with the provisions of the Cable Communications Policy Act of 1984, which require cable television systems with 36 or more "activated" channels to reserve a percentage of such channels for commercial use by unaffiliated third parties and permit franchise authorities to require the cable operator to provide channel capacity, equipment and facilities for public, educational and government access channels, could adversely affect our programming networks by limiting the carriage of our services in cable systems with limited channel capacity.

Closed Captioning

        The Telecommunications Act of 1996 also required the FCC to establish rules and an implementation schedule to ensure that video programming is fully accessible to the hearing impaired through closed captioning. The rules adopted by the FCC require substantial closed captioning, with only limited exemptions. On January 12, 2012, the FCC adopted regulations pursuant to the Twenty-First Century Communications and Video Accessibility Act of 2010 that require, among other things, video programming owners to send caption files for internet protocol ("IP") delivered video programming to video programming distributors and providers along with program files. The IP delivered programming captioning requirements will be implemented over a four year period following Federal Register publication of the new rules. As a result, we may incur additional costs for closed captioning.

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Copyright Regulation

        We are required to obtain any necessary music performance rights from the rights holders. These rights generally are controlled by the music performance rights organizations of the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music, Inc. (BMI) and the Society of European Stage Authors and Composers (SESAC), each with rights to the music of various artists.

A-La-Carte Proceeding

        In 2004, the FCC's Media Bureau conducted a notice of inquiry proceeding regarding the feasibility of selling video programming services "a-la-carte," i.e. on an individual or small tier basis. The Media Bureau released a report in 2004, which concluded that a-la-carte sales of video programming services would not result in lower video programming costs for most consumers and that they would adversely affect video programming networks. In 2006, the Media Bureau released a new report which stated that the 2004 report was flawed and which concluded that a-la-carte sales could be in the best interest of consumers. Although the FCC's authority to mandate a-la-carte sales has been questioned, its endorsement of the concept could encourage Congress to consider proposals to mandate a-la-carte sales or otherwise seek to impose greater regulatory controls on how programming is sold by MVPDs. Our services that are distributed in tiers or packages of programming services would experience decreased distribution if a-la-carte carriage were mandated.

Satellites and Uplink

        In general, authorization from the FCC must be obtained for the construction and operation of a communications satellite. The FCC authorizes utilization of satellite orbital slots assigned to the U.S. by the World Administrative Radio Conference. Such slots are finite in number, thus limiting the number of carriers that can provide satellite transponders and the number of transponders available for transmission of programming services. At present, however, there are numerous competing satellite service providers that make transponders available for video services. The FCC also regulates the earth stations uplinking to and/or downlinking from such satellites.

Program Access

        As part of the FCC's 2008 order approving LMC's acquisition of a controlling interest in DirecTV, the FCC imposed program access conditions on LMC and its affiliated entities, including us. Under this order, we are required to make our programming services available to all MVPDs on a non-exclusive basis and on nondiscriminatory terms and conditions.

Proposed Changes in Regulation

        The regulation of programming services, cable television systems, DBS providers, broadcast television licensees and internet services is subject to the political process and has been in constant flux over the past decade. Further material changes in the law and regulatory requirements must be anticipated and there can be no assurance that our business will not be materially adversely affected by future legislation, new regulation or deregulation.

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STARZ DISTRIBUTION

        Our Starz Distribution operating segment includes the operations of our Home Video, Digital Media and Worldwide Distribution businesses.

Sales and Distribution

        Our Home Video business unit, through our majority-owned subsidiary Anchor Bay Entertainment, sells or rents DVDs (standard definition and Blu-ray) under the Anchor Bay and Manga brands, in the U.S., Canada, United Kingdom and Australia and other international territories to the extent we have rights to such content in international territories. Anchor Bay Entertainment develops and produces certain of its content and also acquires and licenses various titles from third parties. Anchor Bay Entertainment also distributes other titles acquired or produced by us including the Starz Channels' original programming content, Overture Films' titles (as discussed below), and TWC's titles. These titles are sold to and distributed by regional and national retailers and other distributors, including Wal-Mart, Target, Best Buy, Ingram Entertainment, Amazon and Netflix. Generally, retailers have the right to return unsold products. Anchor Bay Entertainment records its revenue net of an allowance for future returns of unsold product.

        Our Digital Media business unit performs digital distribution, licensing, syndication, content and vendor partnerships for our owned content and content for which we have licensed the non-pay television ancillary rights (including Overture Films' titles) in the U.S. and throughout the world to the extent we have rights to such content in international territories. Digital Media receives fees for such services from a wide array of partners and distributors. These range from traditional multichannel video distributors, internet/mobile distributors, game developers/publishers and consumer electronics companies. Digital Media also distributes Starz Channels' original programming content and TWC's titles.

        Our Worldwide Distribution business unit exploits our owned content and content for which we have licensed ancillary rights (including Overture Films' titles) on free or pay television in the United States and throughout the world on free or pay television and other media to the extent that we have rights to such content in international territories. Worldwide Distribution also distributes Starz Channels' original programming content.

        In July 2010, we elected to shut down our theatrical production and distribution operations conducted by our subsidiary Overture Films. Overture Films' library of 19 released films was retained by us and will continue to be exploited.

        Overture Films produced and acquired live action theatrical motion pictures for release domestically and throughout the world. Overture Films distributed its movies theatrically in the U.S. Starz Media provides television and digital distribution in the U.S. and Anchor Bay Entertainment provides home video distribution also in the U.S. for Overture Films' titles. Overture Films has entered into distribution agreements with Paramount Pictures and Alliance Atlantis to distribute its product internationally, to the extent Overture Films controls such rights. All of Overture Films' titles appear on the Starz and Encore networks during their pay television windows.

Content

        Starz Distribution develops and produces certain of its content and also acquires and licenses various titles from third parties. Starz Distribution also distributes other titles acquired or produced by Starz, including the Starz Channels' original programming content, Overture Films' titles (as discussed above), and TWC's titles. Amortization of content acquisition costs and royalty and participation payments to its content licensors represents Starz Distribution's largest expense.

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Marketing

        The majority of Starz Distribution's marketing is performed by our Home Video business unit. Anchor Bay Entertainment markets and advertises each title prior to and during release generally through the use of a combination of television and other media related advertising and discounts, rebates and cooperative advertising with retailers depending on the specific genre, demographic appeal and the overall sales expectations for the title.

Fox Agreement

        In July 2010, Anchor Bay Entertainment outsourced substantially all of its home video fulfillment services, including DVD manufacturing and distribution, to Twentieth Century Fox Home Entertainment LLC. Previously, Anchor Bay Entertainment had outsourced substantially all of its home video distribution services, including DVD manufacturing and distribution, to Sony Pictures Home Entertainment, Inc. Anchor Bay Entertainment does not outsource its sales or marketing functions and maintains its own marketing team and sales force. Anchor Bay Entertainment believes the agreement with Fox provides supply chain efficiencies due to the combined volume of titles provided by Anchor Bay Entertainment and Fox (Fox also has fulfillment agreements with Lionsgate and MGM), while not compromising Anchor Bay Entertainment's control over its products and retail relationships.

Weinstein Agreement

        Effective in January 2011, Anchor Bay Entertainment entered into a five-year license agreement with TWC for the distribution, by our Home Video and Digital Media business units, of certain of TWC's theatrical releases. Anchor Bay Entertainment pays advances to TWC based on a percentage of the U.S. box office and the genre of each film and earns a fee for the distribution of such theatrical releases. Starz Entertainment guarantees Anchor Bay Entertainment's advance payments to TWC under this agreement up to $50 million.

Competition

        Starz Distribution's markets are highly competitive, especially for DVD sales. Anchor Bay Entertainment competes to sell DVDs against all of the major Hollywood studios, including Warner Brothers, Twentieth Century Fox, Disney, Sony, Paramount and Universal as well as smaller studios such as Lionsgate. All of these studios distribute their theatrical, television and other titles acquired from third parties on DVD. Anchor Bay Entertainment also competes with independent home video distributors, like itself, that are not affiliated with a Hollywood studio such as Image Entertainment, Entertainment One, Vivendi Entertainment and Magnolia Pictures. Like the Hollywood studios, Anchor Bay Entertainment has a direct vendor relationship with the major North American retailers (such as Wal-Mart, Target, Best Buy, etc.).

        Not only does Anchor Bay Entertainment compete with Hollywood studios for ultimate consumer sales of DVDs, but it also competes with them for "placement" at retailers and other distributors. Placement refers to the location in a store or on a website where Anchor Bay Entertainment's content is placed for sale as well as the actual amount of physical shelf space allotted to a release.

        Anchor Bay Entertainment competes with Hollywood studios and other DVD distributors to acquire the rights to sell or rent DVDs. Anchor Bay Entertainment's ability to license and produce quality content in sufficient quantities has a direct impact on its ability to acquire shelf space at retail and on websites. In addition, Anchor Bay Entertainment's DVD sales are also impacted by the myriad of choices consumers have to view entertainment content, including over-the-air broadcast television, cable television networks, internet-based video and other online services, mobile services, radio, print media, motion picture theaters and other sources of information and entertainment.

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STARZ ANIMATION

        Our Animation business unit, through our wholly-owned subsidiary Film Roman, develops and produces two-dimensional animated content on a for-hire basis for distribution theatrically and on television for various third party entertainment companies.

LEGAL PROCEEDINGS

        On March 9, 2011, the Company notified DISH Network L.L.C. ("DISH") that DISH breached its affiliation agreement with the Company by providing a free preview for one year of eight of the Starz and Encore channels to a substantial number of DISH customers without Starz Entertainment's written approval. On May 3, 2011, the Company filed a lawsuit against DISH alleging that DISH breached its affiliation agreement with the Company in connection with such free preview. On May 2, 2011, Disney Enterprises, Inc. filed a lawsuit against DISH in connection with the same free preview and in addition, on July 19, 2011, FX Networks filed a separate lawsuit against DISH and the Company in connection with the same free preview. DISH filed a counterclaim against the Company in the first lawsuit, seeking indemnification from the Company against Disney Enterprises, Inc. in the second lawsuit and against FX Networks in the third lawsuit. The first lawsuit by the Company against DISH is expected to go to trial in April 2013. The third lawsuit by FX Networks is presently stayed and set for trial in April 2013. The resolution of these matters and its potential impact on the Company is uncertain at this time.

        In the normal course of business, the Company is subject to lawsuits and other claims, including claims of alleged infringement of the trademarks, patents, copyrights and other intellectual property rights of third parties. While it is not possible to predict the outcome of these matters, it is the opinion of management, based upon consultation with legal counsel, that the ultimate disposition of known proceedings will not have a material adverse impact on our consolidated financial position, results of operations or liquidity.

EMPLOYEES

        As of September 28, 2012, we had 934 full-time and part-time employees, of which 171 employees are represented by unions. We have not experienced any work stoppages with respect to our union employees and we consider our employee relations to be good.

PROPERTIES

        We currently own our corporate headquarters in Englewood, Colorado. In addition, we lease office space for executive offices and distribution and sales operations in Burbank, California, Troy, Michigan, Beverly Hills, California, Media, Pennsylvania, Atlanta, Georgia, New York, New York, Toronto, Ontario, London, England and Melbourne and Sydney, Australia.

        In connection with the previously announced plan to separate the assets of LMC and Starz, LLC, the Company will distribute its corporate office building and related building improvements to LMC (and LMC will subsequently transfer such building and related improvements to a subsidiary of Liberty Spinco) and enter into a capital lease to lease back the facilities from such Liberty Spinco subsidiary. We estimate the value of the capital lease to be $50.0 million, based on the net book value of the building and building improvements at June 30, 2012.

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MANAGEMENT AND CORPORATE GOVERNANCE

Management Committee

        We are a Delaware single member limited liability company. We are managed by our member, LMC. Accordingly, LMC, rather than a board of directors, manages our business.

Executive Officers

        The following table sets forth the name, age and position of individuals who currently serve as our executive officers. Ages are as of September 30, 2012.

Name	Age		Position(s)
Chris Albrecht		60	Chief Executive Officer, Starz, LLC and Starz Entertainment
Glenn Curtis		53	President, Starz, LLC and Starz Entertainment
Steve Beabout		59	Executive Vice President and General Counsel, Starz, LLC and Starz Entertainment
Scott Macdonald		51	Chief Financial Officer, Starz, LLC and Starz Entertainment
Edward Huguez		54	President of Affiliate Distribution, Starz Entertainment
Carmi Zlotnik		53	Managing Director, Starz Entertainment and Starz Media, LLC

        The following is a biographical summary of the experience of our executive officers:

Chris Albrecht, Chief Executive Officer of Starz, LLC and Chairman and Chief Executive Officer of Starz Entertainment since January 2010. Mr. Albrecht is responsible for all business matters and for generating growth and new business opportunities for Starz Entertainment and Starz Media. He came to Starz from Foresee Entertainment, which he founded in 2008. Mr. Albrecht spent more than 20 years at HBO and was Chairman and Chief Executive Officer from 2002 to 2007. Before becoming Chairman, he spent seven years as President of HBO Original Programming, directing all day-to-day operations of West and East Coast original programming for HBO, Cinemax and HBO Independent Productions. In addition, he oversaw HBO Sports and HBO Film Programming. During his tenure, HBO was noted for critically acclaimed series including Sex and the City, The Sopranos, Six Feet Under, Real Sports With Bryant Gumbel, Deadwood, Band of Brothers and Entourage.

Glenn Curtis, President of Starz, LLC since February 2012; Executive Vice President and Chief Financial Officer of Starz, LLC and Starz Entertainment from August 2006 until February 2012. Mr. Curtis has operational management of the Starz Channels operating segment and the Home Video and Animation businesses. Mr. Curtis is also responsible for strategic planning, compliance, engineering, legal and information technology for the Company. Prior to joining Starz, Mr. Curtis served as Vice President of Liberty Media Corporation, Chief Financial Officer for Starz Encore Group and as a Partner at the accounting firm of KPMG.

Steve Beabout, Executive Vice President and General Counsel of Starz, LLC and Starz Entertainment since March 2002. Mr. Beabout is responsible for all legal and business affairs functions, including those relating to programming acquisitions, affiliation agreements with distributors, original productions and promotional activities. Before joining Starz, Mr. Beabout was General Counsel with Riverwood International Corporation which, at that time, was a publicly traded company listed on the New York Stock Exchange. While at Riverwood, Mr. Beabout specialized in domestic and international acquisitions, divestitures and joint ventures.

Scott Macdonald, Chief Financial Officer of Starz, LLC and Starz Entertainment since July 2012. Executive Vice President of Finance and Accounting and Treasurer of Starz, LLC and Starz Entertainment since January 2009. Mr. Macdonald is responsible for financial planning, compliance, accounting, budgeting, treasury and internal and external reporting for the Company. Mr. Macdonald enjoyed more than 20 years of experience in the cable and satellite television industry in various

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finance and accounting roles before joining Starz. Prior to joining Starz, he served as Senior Vice President and Chief Accounting Officer for Adelphia Communications Corporation. Mr. Macdonald began his career at the accounting firm of KPMG.

Edward Huguez, President of Affiliate Distribution of Starz Entertainment since March 2012. Mr. Huguez served as Executive Vice President of Sales and Affiliate Marketing of Starz Entertainment from September 2004 until March 2012. Mr. Huguez is responsible for all aspects of sales, affiliate relations and marketing with traditional and non-traditional distributors. Mr. Huguez came to Starz with over 20 years of experience in senior management positions within the cable and satellite industry. Prior to joining Starz, he served three years as President, Chief Executive Officer and Chairman of Midstream Technologies, Inc., a company specializing in interactive and VOD technology.

Carmi Zlotnik, Managing Director of Starz Entertainment and Starz Media, LLC since April 2010. Mr. Zlotnik is responsible for programming and development activities for Starz Entertainment as well as overseeing production of Starz original series, including the hit, Spartacus: Blood and Sand, the dramatic series Magic City, and future series and mini-series. Prior to joining Starz, Mr. Zlotnik was Head of Global Operations for IMG Global Media and oversaw all aspects of international business operations for the Global Media division, including responsibilities for creative development and finance/operational management for the fashion, sports and media conglomerate. Mr. Zlotnik also served in various senior management roles over a 20-year career at HBO.

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EXECUTIVE COMPENSATION

        This section sets forth information relating to, and an analysis and discussion of, compensation paid by the Company to the following persons (who we refer to as our "named executive officers") who served in the following capacities as of December 31, 2011:

•

Chris Albrecht, President and Chief Executive Officer;

•

Glenn Curtis, Executive Vice President and Chief Financial Officer;

•

Edward Huguez, Executive Vice President of Affiliate Sales and Marketing, Starz Entertainment and Starz Media, LLC;

•

William Myers, President and Chief Operating Officer, Starz Entertainment and Starz Media, LLC; and

•

Carmi Zlotnik, Executive Vice President and Managing Director, Starz Entertainment and Starz Media, LLC.

        Mr. Myers resigned from our Company in March 2012. In February 2012, Mr. Curtis was promoted to President of our Company and, in March 2012, Mr. Huguez was promoted to President of Affiliate Distribution at Starz Entertainment.

Compensation Discussion and Analysis

Overview

        During calendar year 2011, we were, and continue to be, a wholly owned subsidiary of LMC. As a result, the compensation for our Chief Executive Officer is determined solely by our parent company, LMC and its Chief Executive Officer, Gregory B. Maffei. The Company's human resources department, working within guidelines provided by LMC, has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy for the remainder of our named executive officers.

Philosophy

        Our compensation philosophy seeks to align the interests of the named executive officers with those of LMC, with the ultimate goal of appropriately motivating and rewarding our executives in order to increase LMC's stockholder value. Accordingly, we believe that our compensation packages should assist our company in attracting, retaining and motivating key executives critical to our long-term success. To that end, the compensation packages provided to the named executive officers seek to maintain the appropriate balance among short-term and long-term compensation, cash and equity compensation and performance-based compensation. Annual equity-based awards granted to our named executive officers have been granted under LMC's incentive plans. In addition, our employees, including the named executive officers, participate in the Company's retirement, health and welfare and fringe benefit programs.

        We believe that each named executive officer should receive a compensation package that is commensurate with the responsibilities and proven performance of that executive. In addition, the compensation packages of the named executive officers are intended to be competitive relative to the compensation packages paid to similarly situated executives at companies in our industry. The compensation package for our Chief Executive Officer was not based on any benchmarking analysis; rather, it was based on Mr. Maffei's familiarity with the range of total compensation paid by companies of similar size and complexity within our industry. In designing the compensation packages for our named executive officers, including our performance-based bonus program, we use the Cable Programmers/Broadcast Networks Compensation Survey which was sponsored by the Cable and Telecommunications Human Resources Association (the "CTHRA Survey") as a guide to ensure that the compensation packages of all other named executive officers are reasonable as compared to our industry peers. The CTHRA Survey, dated March 1, 2011, covers 43 cable programmers, national

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broadcast networks and other media companies. We set a general guideline for target total compensation at the mean for similar positions in similarly sized companies as outlined in the CTHRA Survey. Each named executive officer was provided with a 2011 compensation package comprised primarily of a base salary, a performance-based bonus and equity incentive awards.

        In addition, the compensation of our Chief Executive Officer is governed by the terms of his employment agreement. See "—Executive Compensation Arrangements—Chris Albrecht" below for more information.

Role of Chief Executive Officer in Compensation Decisions

        In designing the compensation packages of our named executive officers (other than the compensation package of our Chief Executive Officer), the Company's human resources department considered, along with the CTHRA Survey, recommendations that were obtained from our Chief Executive Officer in consultation with LMC. The Chief Executive Officer's recommendations are based on his evaluation of the performance and contributions of such other named executive officers, given their respective areas of responsibility. When making recommendations, the Chief Executive Officer considers various qualitative factors such as:

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the named executive officer's experience and overall effectiveness;

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the responsibilities of the named executive officer, including any changes to those responsibilities over the year;

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the named executive officer's demonstrated leadership and management ability;

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the named executive officer's compensation relative to other executives at our company with similar, greater or lesser responsibilities;

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the named executive officer's compensation relative to compensation paid to similarly situated executives at companies within our industry;

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the named executive officer's years of service with us; and

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the performance of any group for which the named executive officer is primarily responsible.

Setting Executive Compensation

        In establishing the compensation package of each named executive officer (other than our Chief Executive Officer), the following were considered:

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each element of the named executive officer's historical compensation, including salary, bonus, equity compensation, perquisites and other personal benefits;

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corporate financial performance compared to internal forecasts and budgets;

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the scope of the named executive officer's responsibilities;

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the performance of the group reporting to the named executive officer;

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as to each named executive officer, the performance evaluations and compensation recommendations of the Chief Executive Officer; and

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as to each named executive officer, compensation provided to similarly situated executives at companies within the industry.

        As mentioned above, the range of total compensation paid by participants in the CTHRA Survey was used as a guide to ensure that the named executive officers, other than our Chief Executive Officer, receive attractive compensation packages.

Elements of 2011 Executive Compensation

        For 2011 the principal components of compensation for the named executive officers were:

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•

base salary;

•

a performance-based bonus payable in cash;

•

in the case of Mr. Albrecht, a discretionary bonus, payable in cash;

•

a grant of equity incentive awards; and

•

deferred compensation arrangements.

        Base Salary.    The base salaries of the named executive officers are reviewed on an annual basis (other than for Mr. Albrecht, whose salary is governed by his employment agreement), as well as at the time of any change in responsibilities. Typically, after establishing a named executive officer's base salary, salary increases are limited to cost-of-living adjustments and adjustments based on an evaluation of such named executive officer's job performance, any changes in the scope of such named executive officer's responsibilities, and such named executive officer's salary level compared to other named executive officers, as determined by the Company's human resources department in consultation with our Chief Executive Officer. Mr. Maffei considered similar factors when determining the base salary paid to Mr. Albrecht under his employment agreement. After completion of the annual review described above, the base salaries of the named executive officers (other than Mr. Albrecht) were all increased in 2011. Based on the terms of Mr. Albrecht's employment agreement, Mr. Albrecht's salary was not increased in 2011.

        2011 Performance-based Bonuses.    For 2011, we adopted an annual, performance-based bonus program for our employees, including each of our named executive officers. We consider performance-based incentive compensation to be an important element of executive compensation. Annual incentive awards are designed to link compensation directly to our performance. Prior to the payment of amounts under the bonus program, the amounts payable to Mr. Albrecht are reviewed and approved by LMC. Pursuant to the program, each participant in the program is assigned a target annual incentive award equal to a percentage of the employee's annual base salary which would be paid based upon our actual revenue and Adjusted OIBDA results for 2011. In calculating the performance-based bonuses payable to our named executive officers, we define Adjusted OIBDA as operating income before phantom stock appreciation rights, long-term incentive plan and stock compensation and depreciation and amortization. We consider these performance measures to be key measures of our operating performance. The target annual incentive awards are determined based upon the applicable employee's position, grade level and responsibilities. Target bonuses for 2011 (expressed as a percentage of annual base salary) for our named executive officers were as follows: Mr. Albrecht: 75%, Mr. Curtis: 50%, Mr. Huguez: 40%, Mr. Myers 75% and Mr. Zlotnik: 50%. Payouts under the program range from a threshold payout of 50% of the targeted bonus amount if the actual performance metrics equal 85% of the annual budgeted amounts to a maximum payout of 150% of the targeted annual bonus amount if the actual performance metrics equal or exceed 120% of the annual budgeted amounts. Starz, LLC achieved actual revenue of $1,615.4 million (which was 101.8% of the budgeted amount of $1,586.7 million) and Adjusted OIBDA of $449.3 million (which was 100.1% of the budgeted amount for $449 million) for the year ended December 31, 2011. The performance-based bonus for each named executive officer (other than Mr. Myers; who did not receive a performance-based bonus with respect to 2011 due to his departure from the Company in March 2012) was then calculated as follows:

Name	Target Bonus		Actual Revenue Performance (as a percentage of Target Payout)			Adjusted OIBDA Performance (as a percentage of Target Payout)			Total Payout
Chris Albrecht	$	750,000		52.2	%		50.1	%	$	767,506
Glenn Curtis	$	266,601		52.2	%		50.1	%	$	273,495
Edward Huguez	$	163,594		52.2	%		50.1	%	$	167,412
Carmi Zlotnik	$	324,231		52.2	%		50.1	%	$	332,404

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        For more information on these awards, see "—Grant of Plan-Based Awards" below.

        Because Mr. Myers was not eligible to receive a performance-based bonus with respect to 2011, Mr. Myers received an additional severance payment equal to the approximate amount ($558,704) he would have received under this program based on the same percentages of target payout described above. See "—Executive Compensation Arrangements—William Myers."

        Discretionary Bonuses.    From time to time, we may also grant discretionary bonus payments to reward employees for performance above expected levels, increased levels of responsibility or other factors that may not have been considered when the employee's base salary or equity compensation was set. In addition to his participation in the 2011 performance-based bonus program, Mr. Albrecht also received a discretionary bonus payment in 2011 of $500,000 in recognition of his exceptional performance and strategic initiatives during 2011. See "—Executive Compensation Arrangements—Chris Albrecht" below.

        Equity Incentive Compensation.    Consistent with our compensation philosophy, we seek to align the interests of our named executive officers with those of LMC's stockholders by awarding stock-based incentive compensation. This ensures that our executives have a continuing stake in our long-term consolidated success.

        The LMC incentive plans provide for the grant of a variety of incentive awards, including stock options, restricted shares, restricted stock units, stock appreciation rights, cash awards and performance awards. Our executives are granted stock options and awards of restricted stock in preference to other awards because of LMC's belief that options and restricted shares better promote retention of key employees through the continuing, long-term nature of an equity investment. The value of the equity incentive awards to be granted are determined in consideration of the overall compensation package to be paid to the named executive office and are approved by the LMC compensation committee.

        Stock options are generally awarded with an exercise price equal to fair market value on the date of grant, measured by reference to the closing sale price on the grant date. It is our policy to make such option grants in the first quarter of the year, with the exception of Mr. Albrecht, who received an option grant at year-end because he had not received any equity awards since the execution of his employment agreement almost two years earlier. The grants made in 2011 to our named executive officers (including Mr. Albrecht) vest one-quarter of the shares subject to such option grant quarterly over four years from the date the grant was made. For more information regarding these equity incentive grants, please see the "Outstanding Equity Awards at Fiscal Year-End" table below.

        In November 2011, LMC completed the conversion of all of its outstanding shares of Liberty Starz common stock into shares of its Liberty Capital common stock (the "Conversion"). Accordingly, equity awards relating to shares of Liberty Starz common stock, including those granted to our named executive officers prior to the Conversion, were converted into equity awards relating to Liberty Capital common stock and adjusted accordingly.

        Deferred Compensation Plan.    The Company established the 2007 Starz, LLC Deferred Compensation Plan (as amended and restated) to help accommodate the tax and estate planning objectives of a select group of management or highly compensated employees, as determined by the committee administering the plan. Under that plan, participants may elect to defer up to 100% of such employee's annual base salary, any bonus and payments received under the Starz Entertainment Group, LLC 2006 Long-Term Incentive Plan ("Starz Entertainment LTIP") and the Overture Films, LLC 2006 Long-Term Incentive Plan. Compensation deferred under the plan that otherwise would have been received in 2011 earns interest at the rate of 9% per annum, compounded quarterly, for the period of the deferral. For more information on this plan, see "—Executive Compensation Arrangements—2007 Deferred Compensation Plan" and the "—Nonqualified Deferred Compensation Plans" table below.

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Employment Arrangements with Certain Named Executive Officers

        Mr. Albrecht is the only named executive officer with an employment agreement. For a detailed description of his employment agreement, see "—Executive Compensation Arrangements—Chris Albrecht" below.

Deductibility of Executive Compensation

        In developing the compensation packages for the named executive officers, the deductibility of executive compensation under Section 162(m) of the Code is considered. However, in order to maintain flexibility in making compensation decisions, LMC has not required us to ensure that all compensation is deductible under Section 162(m) of the Code. That provision prohibits the deduction of compensation of more than $1 million paid to certain executives, subject to certain exceptions. One exception is for performance-based compensation, including equity and non-equity awards granted under LMC's incentive plans. Portions of the compensation we pay to certain of the named executive officers may not be deductible due to the application of Section 162(m) of the Code.

Policy on Restatements

        In those instances where we grant equity-based incentive compensation, we include in the related agreement with the executive a right, in favor of LMC, to require the executive to repay or return to the company any stock or other incentive compensation (including proceeds from the disposition of shares received upon exercise of options or stock appreciation rights). That right will arise if (1) a material restatement of any of LMC's financial statements is required and (2) in the reasonable judgment of the compensation committee of LMC's board of directors, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the executive. In determining the amount of such repayment or return, the compensation committee of LMC's board of directors may take into account, among other factors it deems relevant, the extent to which the market value of the applicable series of LMC's common stock was affected by the errors giving rise to the restatement. The cash, stock or other compensation that we may require the executive to repay or return must have been received by the executive during the 12-month period beginning on the date of the first public issuance or the filing with the SEC, whichever occurs earlier, of the financial statement requiring restatement. The compensation required to be repaid or returned will include (1) cash or LMC stock received by the executive (A) upon the exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon the payment during that 12-month period of any incentive compensation, the value of which is determined by reference to the value of LMC's stock, and (2) any proceeds received by the executive from the disposition during that 12-month period of LMC's stock received by the executive upon the exercise, vesting or payment during that 12-month period of any award of equity-based incentive compensation.

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SUMMARY COMPENSATION TABLE

        The table below sets forth information relating to the compensation of our named executive officers for the year ended December 31, 2011.

Name and Principal Position (as of 12/31/11)	Year		Salary ($)		Bonus ($)			Stock Awards ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)(4)(5)			Total ($)
Chris Albrecht President and Chief Executive Officer		2011		1,000,000		500,000	(6)		—		3,260,186		767,506			—		25,334			5,553,026
Glenn Curtis Executive Vice President and Chief Financial Officer		2011		533,201		—			—		533,708		273,495			2,789		25,334			1,368,527
Edward Huguez President of Sales and Affiliate Marketing, Starz Entertainment		2011		409,076		—			—		426,966		167,412			15,451		25,196			1,044,101
William Myers President and Chief Operating Officer, Starz Entertainment, and Starz Media		2011		724,720		—			—		747,191		—	(7)		33,551		584,038	(7)		2,089,500
Carmi Zlotnik Executive Vice President and Managing Director, Starz Media		2011		648,838		—			—		533,708		332,404			—		22,313			1,537,263

(1)

The option awards reflect the grant date fair value of stock option awards for each named executive officer determined in accordance with the Financial Accounting Standards Board Statement of Accounting Standards Codification Topic 718 ("FASB ASC 718"). Such dollar amounts assume a risk free rate of 0.7%, a volatility rate of 54.2%, and an expected term of 4.5 years with respect to Mr. Albrecht for his option grant relating to shares of Liberty Capital common stock following the Conversion and a risk free rate of 1.9%, a volatility rate of 31.9%, and an expected term of 4.4 years with respect to Messrs. Curtis, Huguez, Myers and Zlotnik for their option grants relating to shares of Liberty Starz common stock prior to the Conversion. See "—Compensation Discussion and Analysis—Elements of 2011 Executive Compensation—Equity Incentive Compensation."

(2)

Reflects the portion of the performance-based bonuses paid to each of the named executive officers by our Company (other than to Mr. Myers, see note 7 below). See "—Compensation Discussion and Analysis—Elements of 2011 Executive Compensation—2011 Performance-based Bonuses."

(3)

Reflects the above-market earnings credited during 2011 to the deferred compensation accounts of each applicable named executive officer. See "—Compensation Discussion and Analysis—Elements of 2011 Executive Compensation—Deferred Compensation," and "—Nonqualified Deferred Compensation Plan."

(4)

Our personnel, including our named executive officers, participate in the Liberty Media 401(k) Savings Plan. This plan provides employees with an opportunity to save for retirement. The Liberty Media 401(k) Savings Plan participants may contribute up to 75% of their eligible compensation on a pre-tax basis to the plan and an additional 10% of their eligible compensation on an after-tax basis (subject to specified maximums and IRS limits), and we contribute a matching contribution based on the participants' own contributions up to the maximum matching contribution set forth in the plan. Participant contributions to the Liberty Media 401(k) Savings Plan are fully vested upon contribution. Amounts include $24,500 representing employer contributions for Messrs. Albrecht, Curtis, Huguez and Myers and $21,479 for Mr. Zlotnik.

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(5)

Included in this column are the following basic life and accidental death and dismemberment premiums paid on behalf of each of the named executive officer:

Name	Amounts ($)
Chris Albrecht		834
Glenn Curtis		834
Edward Huguez		696
Bill Myers		834
Carmi Zlotnik		834

(6)

Represents a discretionary bonus awarded to Mr. Albrecht. See "—Compensation Discussion and Analysis—Elements of 2011 Executive Compensation—Discretionary Bonuses."

(7)

Because Mr. Myers was not eligible to receive a performance-based bonus with respect to 2011 due to his departure in March 2012, Mr. Myers received an additional severance payment equal to the approximate amount ($558,704) he would have received under this program. See "—Executive Compensation Arrangements—William Myers."

Executive Compensation Arrangements

Chris Albrecht

        In December 2009, the Company entered into an employment agreement with Mr. Albrecht which provided for a four year employment term beginning January 1, 2010 and ending December 31, 2013. Thereafter it will continue from year to year (which is referred to as the "Extended Term") until either Mr. Albrecht or the Company provides notice of non-renewal at least 180 days prior to the expiration of the initial term of his employment agreement or any Extended Term. The employment agreement provides for a base annual salary of $1 million and also provides that Mr. Albrecht will be eligible for a discretionary annual bonus equal to 75% of his base salary based on corporate and individual performance criteria to be determined by the compensation committee of LMC's board of directors in conjunction with LMC's Chief Executive Officer. Pursuant to his employment agreement, Mr. Albrecht is also entitled to participate in group life, health, accident, disability or hospitalization insurance plans and retirement plans and to receive such other benefits and perquisites as the Company may make available to its other senior executive employees as a group.

        As part of the consideration payable to Mr. Albrecht during the term of his employment agreement, Mr. Albrecht was granted options (the "Multi-Year Award") to acquire shares of Series A Liberty Starz common stock of Liberty Interactive Corporation ("Liberty Interactive"), LMC's former parent company. In connection with both the split-off of LMC from Liberty Interactive in September 2011 and the Conversion, the awards which comprise Mr. Albrecht's Multi-Year Award were adjusted such that his Multi-Year Award now consists of the following equity awards: options to acquire 352,516 shares of LMC's Series A Liberty Capital common stock at an exercise price of $53.66 per share, options to acquire 88,129 shares of LMC's Series A Liberty Capital common stock at an exercise price of $90.78 per share and options to acquire 88,129 shares of LMC's Series A Liberty Capital common stock at an exercise price of $113.47. One-half of the options granted in the Multi-Year Award will vest on December 31, 2012 with the remaining options vesting on December 31, 2013, in each case subject to Mr. Albrecht being employed by our company on the applicable vesting date and to the early vesting events described below. The options have a term of 10 years. Mr. Albrecht was also granted restricted shares of Liberty Interactive's Series A Liberty Starz common stock in connection with his entry into his employment agreement. In connection with both the split-off of LMC from Liberty Interactive in September 2011 and the Conversion, this award also was adjusted such that his restricted share award now consists of 88,129 restricted shares of LMC's Series A Liberty Capital common stock. These restricted shares were scheduled to vest one-half on each of December 31, 2012 and 2013. However, the restricted shares that were to vest on December 31, 2012 were accelerated in August 2012 by action of the LMC compensation committee.

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        The employment agreement provides that, in the event Mr. Albrecht is terminated for cause (as defined in the agreement) or if Mr. Albrecht terminates his employment without good reason, he will be entitled only to his accrued base salary, accrued but unpaid vacation time, unpaid expenses and any amounts due under applicable law, and he will forfeit all rights to his unvested restricted shares and unvested options. However, pursuant to the award agreements governing Mr. Albrecht's equity awards, his vested, unexercised options as of his termination date will remain exercisable for 90 days after his termination or until the original expiration date of the applicable award, if sooner. If Mr. Albrecht is terminated without cause, or if he terminates his employment for good reason (which includes change of control provisions as defined in the agreement), the agreement provides for him to receive (a) any accrued base salary, (b) a severance payment consisting of (i) a payment representing a continuation of his base salary until the earlier of (x) the date that is 18 months following the date of termination or (y) the date on which his term of employment would have expired had the termination not occurred (the "Severance Period"), and (ii) an amount equal to the target bonus for the year of termination, and (c) accrued but unpaid vacation time and unpaid expenses. The award agreement governing Mr. Albrecht's Multi-Year Award provides for his Multi-Year Award to vest in a number equal to the greater of (x) the percentage of the term of his employment agreement elapsed through the termination date multiplied by the total number of options granted to Mr. Albrecht or (y) 37.5% of the total number of options granted to Mr. Albrecht. Such vested Multi-Year Award will remain exercisable to the end of the original term of such award. In addition, his employment agreement provides for Mr. Albrecht's health and welfare benefits to continue through the end of the term of the agreement. In the case of Mr. Albrecht's death or his disability, the agreement provides for the right to receive any accrued but unpaid base salary or vacation time, reimbursement for incurred expenses, and a lump sum payment equal to a prorated amount of his base salary for the remainder of the term plus a prorated amount of the target bonus for the year in which the event occurs, and the award agreements governing Mr. Albrecht's equity awards provide for his unvested restricted shares and unvested options to fully vest and for his vested and accelerated options to remain exercisable until their respective expiration dates. See "—Potential Payments Upon Termination or Change-in-Control" for additional details regarding Mr. Albrecht's acceleration of benefits. In the event Mr. Albrecht's employment is terminated without cause or with good reason or due to Mr. Albrecht's disability, payments of amounts to Mr. Albrecht shall be subject to the execution and delivery to the Company of a severance agreement and release in a form in the form described in the employment agreement. However, if Mr. Albrecht commences any competitive activities (as defined in the agreement) during the Severance Period discussed above or during the term of his employment, the Company will have no obligation to make any further severance, health or welfare benefits to Mr. Albrecht.

William Myers

        In connection with his departure from our Company on March 9, 2012 (his "termination date"), in March 2012 Mr. Myers entered into a Waiver and Release Agreement. Pursuant to this agreement, Mr. Myers received a severance payment, payable in one lump sum (less required withholdings) 60 days after his termination date, consisting of eighteen months of his base salary and an additional payment equal to the amount he would have received under our 2011 performance-based bonus program. Pursuant to the agreement, Mr. Myers also received benefits payable to him under the Starz Entertainment LTIP. In exchange for such payments, Mr. Myers agreed to discharge, waive and release our Company from any and all causes of action arising out of any act through the date of the waiver and release agreement. The agreement also places certain confidentiality restrictions on Mr. Myers and provides that, for a period of 12 months following his termination date, Mr. Myers will not own, manage, operate, participate in, be employed by or otherwise be interested in any party that competes with our Company.

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Equity Incentive Plans

        The 2011 Incentive Plan is administered by the compensation committee of the LMC board of directors. The compensation committee has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The 2011 Incentive Plan is designed to provide additional remuneration to certain employees and independent contractors for exceptional service and to encourage their investment in LMC and its subsidiaries. LMC's compensation committee may grant non-qualified stock options, SARs, restricted shares, restricted stock units, cash awards, performance awards or any combination of the foregoing under the 2011 Incentive Plan (collectively, "awards").

        The maximum number of shares of LMC common stock with respect to which awards may be issued under the 2011 Incentive Plan is 23,834,000, subject to anti-dilution and other adjustment provisions of the 2011 Incentive Plan. With limited exceptions, under the 2011 Incentive Plan, no person may be granted in any calendar year awards covering more than 7,626,922 shares of our common stock (subject to anti-dilution and other adjustment provisions of the 2011 Incentive Plan) nor may any person receive under the 2011 Incentive Plan payment for cash awards during any calendar year in excess of $10 million. Shares of our common stock issuable pursuant to awards made under the 2011 Incentive Plan are made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. The 2011 Incentive Plan has a 5 year term.

2007 Deferred Compensation Plan

        Under the Starz, LLC Deferred Compensation Plan (as amended and restated, the "2007 deferred compensation plan"), a select group of management or highly compensated employees as determined by the committee administering the plan may elect to defer up to 100% of such employee's annual base salary, any bonus and payments received under the Starz Entertainment LTIP and the Overture Films, LLC 2006 Long-Term Incentive Plan. Elections must be made in advance of certain deadlines and may include (1) the selection of a payment date, which generally may not be later than 30 years from the end of the year in which the applicable compensation is initially deferred, and (2) the form of distribution, such as a lump-sum payment or substantially equal annual installments over two to five years. Compensation deferred under the 2007 deferred compensation plan earns interest at the rate of 9% per year, compounded quarterly at the end of each calendar quarter.

        In addition to the accelerated distribution events described under "—Potential Payments Upon Termination or Change-in-Control" below, at the eligible officer's request, if the committee determines that such officer has suffered a financial hardship, it may authorize immediate distribution of amounts deferred under the 2007 deferred compensation plan.

        The 2007 deferred compensation plan may be terminated at any time. An optional termination by the Company will not result in any distribution acceleration.

Starz Entertainment 2006 Long-Term Incentive Plan

        During 2006 and 2007, prior to the issuance of equity incentive awards under the incentive plans discussed above, we granted incentive units to certain officers and key employees under the Starz Entertainment LTIP. Such grants vested over a period of four years. The value of the units was determined using a formula based on a multiple of earnings before interest, taxes, depreciation and amortization, and adjusted for certain net assets or liabilities of Starz Entertainment as defined. During 2010, we amended the plan to freeze the value of the units at the value calculated as of December 31, 2009. No further grants are permitted under the Starz Entertainment LTIP.

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Grants of Plan-Based Awards

        The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2011 to the named executive officers.

											All Other Stock Awards Number of Shares of Stock or Units (#)		All other Option Awards Number of Securities Underlying Options (#)				Grant Date Fair Value of Stock & Option Awards ($)
					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)
															Exercise or Base Price of Option Awards ($/sh)
Name	Grant Date		Date of Committee Action		Threshold ($)		Target ($)		Maximum(2) ($)
Chris Albrecht		4/27/2012		—		—		750,000		1,125,000
LMCA		12/15/2011		12/09/2011								—		100,000		73.45		3,260,186
Glenn Curtis		3/23/2012		—		—		266,601		399,901
LMCA		03/02/2011		03/01/2011								—		22,032		82.54		533,708
Edward Huguez		3/23/2012		—		—		163,594		245,391
LMCA		03/02/2011		03/01/2011								—		17,625		82.54		426,966
Bill Myers		3/23/2012		—		—		542,958		814,436
LMCA		03/02/2011		03/01/2011								—		30,844		82.54		747,191
Carmi Zlotnik		3/23/2012		—		—		324,231		486,346
LMCA		03/02/2011		03/01/2011								—		22,032		82.54		533,708

(1)

Our 2011 performance-based bonus program does not provide for a threshold bonus amount for any named executive officer. For the actual bonuses paid by our company, see the amounts included for 2011 in the column entitled Non-Equity Incentive Plan Compensation in the "Summary Compensation Table" above. See also note 7 to the "Summary Compensation Table" above with respect to a payment made to Mr. Myers.

(2)

Represents the maximum amount that would have been payable to each named executive officer assuming the actual performance metrics equaled or exceeded 120% of the annual budgeted amounts, see "—Compensation Discussion and Analysis—Elements of 2011 Executive Compensation—2011 Performance-based Bonuses."

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Outstanding Equity Awards at Fiscal Year-End

        The following table contains information regarding unexercised options and unvested shares of LMC's common stock which were outstanding as of December 31, 2011 and held by the named executive officers.

	Option awards									Stock awards
Name	Number of securities underlying unexercised options (#) Exercisable		Number of securities underlying unexercised options (#) Unexercisable			Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($)
Chris Albecht
Option Awards
LMCA		—		352,516	(1)		53.66		12/31/19		—			—
LMCA		—		88,129	(1)		90.78		12/31/19		—			—
LMCA		—		88,129	(1)		113.47		12/31/19		—			—
LMCA		—		100,000	(2)		73.45		12/15/18		—			—
Stock Awards
LMCA		—		—			—		—		88,129	(1)		6,878,468
Glenn Curtis
SAR Awards
LMCA(3)		5,000		—			10.92		12/01/13		—			—
LMCA(3)		440		—			24.63		08/06/14		—			—
LMCA(3)		6,250		—			9.95		08/06/14		—			—
Option Awards
LMCA(3)		164		—			29.14		08/02/12		—			—
LMCA(3)		7,500		—			11.93		08/02/12		—			—
LMCA(3)		298		—			27.64		02/28/13		—			—
LMCA(3)		4,521		—			11.27		02/28/13		—			—
LMCA		4,130		17,902	(4)		82.54		03/02/18		—			—
Edward Huguez
Option Awards
LMCA		5,783		7,436	(5)		57.90		03/01/17		—			—
LMCA		3,304		14,321	(4)		82.54		03/02/18		—			—
Bill Myers
Option Awards
LMCA		5,782		25,062	(6)		82.54		06/07/12		—			—
Carmi Zlotnik
Option Awards
LMCA		5,783		7,436	(5)		57.90		03/01/17		—			—
LMCA		4,130		17,902	(4)		82.54		03/02/18		—			—

(1)

Vests 50% on December 31, 2012 and 50% on December 31, 2013.

(2)

Vests quarterly over 4 years from December 15, 2011 grant date.

(3)

Awards were granted to Mr. Curtis when he was employed by LMC.

(4)

Vests quarterly over 4 years from March 2, 2011 grant date.

(5)

Vests quarterly over 4 years from March 1, 2010 grant date.

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(6)

Vests quarterly over 4 years from March 2, 2011 grant date, 23,134 shares were cancelled in 2012 upon Mr. Myers' departure from the Company.

Option Exercises and Stock Vested

        There were no exercises of vested options to acquire shares of, or the vesting of restricted shares of, LMC's Series A Liberty Capital common stock held by our named executive officers for the year ended December 31, 2011.

Nonqualified Deferred Compensation Plans

        The following table sets forth information regarding the 2007 deferred compensation plan in which our named executive officers participated during the year ended December 31, 2011 as described above in "—Executive Compensation Arrangements—2007 Deferred Compensation Plan."

Name	Executive contributions in 2011 ($)		Registrant contributions in 2011 ($)		Aggregate earnings in 2011 ($)(1)		Aggregate withdrawals/ distributions ($)			Aggregate balance at 12/31/11 ($)
Glenn Curtis		—		—		5,615		(129,333	)		—
Edward Huguez		—		—		31,110		(198,015	)		306,459
Bill Myers		—		—		67,554		(39,028	)		783,340

(1)

Of these amounts, the following were reported in the "Summary Compensation Table" as above-market earnings that were credited to the named executive officer's deferred compensation account during 2011:

Name	Amount ($)
Glenn Curtis		2,789
Edward Huguez		15,451
Bill Myers		33,551

Potential Payments Upon Termination or Change-in-Control

        The following table sets forth the potential payments to our named executive officers if their employment had terminated or a change in control had occurred, in each case, as of December 31, 2011. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

        The amounts provided in the tables are based on the closing market prices on December 30, 2011, the last trading day of such year for LMC's common stock then-outstanding: LMCA—$78.05. The value of the options shown in the table is based on the spread between the exercise or base price of the award and the applicable closing market price. The value of the restricted stock shown in the table is based on the applicable closing market price and the number of shares vested.

        Each of our named executive officers has received awards and payments under the existing incentive plans, and each of our named executive officers is eligible to participate in our deferred compensation plans. Additionally, Mr. Albrecht is entitled to certain payments upon termination under his employment agreement. See "—Executive Compensation Arrangements—Chris Albrecht" above.

        Set forth below is a description of the circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout:

        Voluntary Termination.    Under the existing incentive plans, each named executive officer would only have a right to the equity grants that vested prior to his termination date.

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        Under the 2007 deferred compensation plan, we do not have an acceleration right to pay out account balances to the participants upon this type of termination. For purposes of the tabular presentation below, we have assumed that we were permitted to make payments to the executive officers in accordance with their respective standing elections under the plans, subject to compliance with Section 409A of the Code.

        Termination for Cause.    All equity grants (whether vested or unvested) under the existing incentive plans would be forfeited by any named executive officer (other than Mr. Albrecht with respect to his Multi-Year Award) who is terminated for "cause." The existing incentive plans define "cause" as insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his duties and responsibilities for any reason other than illness or incapacity; provided that, if such termination is within 12 months after a change in control (as described below), "cause" means a felony conviction for fraud, misappropriation or embezzlement. Under Mr. Albrecht's employment agreement, "cause" (prior to a "corporate event," as discussed below) is defined as (a) any act or omission that constitutes a breach of his material obligations under the employment agreement, (b) the continued failure or refusal of Mr. Albrecht, other than on account of his death or disability, to substantially perform the material duties required of him as President and Chief Executive Officer of the Company and/or to comply with reasonable directions of the Chief Executive Officer of LMC, (c) any material violation of any policy, rule or regulation of the Company or any law or regulation applicable to the business of the Company or its affiliates, (d) Mr. Albrecht's conviction of or plea of guilty or nolo contendere to any crime that constitutes a felony or crime of moral turpitude or is punishable by imprisonment of 30 days or more, or (e) any other intentional misconduct by Mr. Albrecht that has a material detrimental effect on the financial condition or business reputation of the Company or any of its affiliates. Mr. Albrecht would have a right to only the portion of the Multi-Year Award that vested prior to his termination date in the event he is terminated for cause. See "—Executive Compensation Arrangements—Chris Albrecht" above.

        No immediate distributions under the 2007 deferred compensation plan are permitted as a result of this type of termination.

        Termination Without Cause or for Good Reason.    Pursuant to the existing incentive plans and the related award agreements (and except as described below), if a named executive officer (other than Mr. Albrecht with respect to his Multi-Year Award) were terminated by our Company without cause or by such named executive officer for good reason (as applicable), he would have a right to only the equity grants that vested prior to his termination date . However, with respect to option awards granted to Mr. Curtis while he was an employee of LMC, the relevant award agreements provide that he would be entitled to vesting in full with respect to any outstanding options that would have vested during the calendar year in which the termination occurs. See "—Executive Compensation Arrangements—Chris Albrecht "above for information concerning the treatment of Mr. Albrecht's Multi-Year Award.

        No immediate distributions under the 2007 deferred compensation plan are permitted as a result of this type of termination.

        Death.    In the event of death, the existing incentive plans provide for vesting in full of any outstanding options and the lapse of restrictions on any restricted share awards.

        No immediate distributions under the 2007 deferred compensation plan are permitted as a result of the death of the executive officer.

        Disability.    In the event of a disability, which is generally the inability to perform gainful activity for at least 12 months, the existing incentive plans provide for vesting in full of any outstanding options and the lapse of restrictions on any restricted share awards.

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        No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to all our employees.

        No immediate distributions under the 2007 deferred compensation plan are permitted as a result of the disability of the executive officer.

        Change in Control.    In case of a change in control, the incentive plans provide for vesting in full of any outstanding options and the lapse of restrictions on any restricted share awards. A change in control is generally defined as:

•

The acquisition of beneficial ownership of at least 20% of the combined voting power of the then outstanding shares of LMC ordinarily having the right to vote in the election of directors.

•

Any non-exempt person purchases LMC's common stock pursuant to a tender offer or exchange offer, without the prior consent of LMC's board of directors.

•

The individuals constituting LMC's board of directors over any two consecutive years cease to constitute at least a majority of the board, subject to certain exceptions that permit the board to approve new members by approval of at least two-thirds of the remaining directors.

•

Any merger, consolidation or binding share exchange that causes the persons who were common stockholders of LMC immediately prior thereto to lose their proportionate interest in the common stock or voting power of the successor or to have less than a majority of the combined voting power of the then outstanding shares ordinarily having the right to vote in the election of directors, the sale of substantially all of the assets LMC or the dissolution of LMC.

        In the case of a change in control described in the last bullet point, the compensation committee of LMC's board of directors may determine not to accelerate the existing equity awards if equivalent awards will be substituted for the existing awards. For purposes of the tabular presentation below, we have assumed no such determination was made.

        Mr. Albrecht's employment agreement includes additional acceleration of benefits provisions related to the Company upon the occurrence of a "Corporate Event," which is defined as (a) LMC no longer having certain publicly traded equity securities or (b) the acquisition of more than 50% of the voting power of the Company's equity securities, unless (in the case of clause (a) or (b)) the directors prior to such event continue to constitute more that 50% of the directors. If a corporate event occurs, Mr. Albrecht has the right to terminate his employment within 60 days and it will be considered a termination with good reason. See "—Executive Compensation Arrangements—Chris Albrecht" for benefits under a termination with good reason. Notwithstanding the foregoing Corporate Event provisions of Mr. Albrecht's employment agreement, the effect of a change in control on his equity awards is instead governed by the general terms of the incentive plans (as described above).

        The 2007 deferred compensation plan provides our deferred compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a change of control and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation below).

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Benefits Payable Upon Termination or Change in Control

Name	Voluntary Termination ($)			Termination for Cause ($)		Termination Without Cause or for Good Reason ($)			Death ($)			Disability ($)			After a Change in Control ($)
Chris Albrecht
Severance		—			—		2,250,000	(1)		2,750,000	(2)		2,750,000	(2)		2,250,000	(1)
Health and welfare benefits		—			—		31,763	(1)		—			—			31,763	(1)
Options		—			—		4,298,933	(3)		9,057,865	(4)		9,057,865	(4)		9,057,865	(4)
Restricted stock		—			—		—			6,878,468	(4)		6,878,468	(4)		6,878,468	(4)
Total		—			—		6,580,696			18,686,333			18,686,333			18,218,096
Glenn Curtis
Options		820,856	(5)		—		820,856	(6)		820,856	(6)		820,856	(6)		820,856	(6)
SARs		784,780	(5)		—		784,780	(6)		784,780	(6)		784,780	(6)		784,780	(6)
Starz Entertainment LTIP(7)		4,266,900			—		4,266,900			4,266,900			4,266,900			4,266,900
Total		5,872,536			—		5,872,536			5,872,536			5,872,536			5,872,536
Edward Huguez
Options		116,527	(5)		—		—			266,363	(6)		266,363	(6)		266,363	(6)
Starz Entertainment LTIP(7)		3,486,750			—		3,486,750			3,486,750			3,486,750			3,486,750
Deferred compensation		—			—		—			—			—			306,459
Total		3,603,277			—		3,486,750			3,753,113			3,753,113			4,059,572
Bill Myers
Options(8)		—			—		—			—			—			—
Starz Entertainment LTIP(7)		7,008,000			—		7,008,000			7,008,000			7,008,000			7,008,000
Deferred compensation		—			—		—			—			—			783,340
Total		7,008,000			—		7,008,000			7,008,000			7,008,000			7,791,340
Carmi Zlotnik
Options		116,527	(5)		—		—			266,363	(6)		266,363	(6)		266,363	(6)
Total		116,527			—		—			266,363			266,363			266,363

(1)

If Mr. Albrecht's employment had been terminated at LMC's election for any reason (other than cause) or by Mr. Albrecht for good reason (as defined in his employment agreement, which definition includes change of control provisions for a Corporate Event as described above), as of December 31, 2011, he would have been entitled to continue to receive his base salary for 18 months, which totals $1,500,000, and receive a severance bonus of $750,000. In addition, if Mr. Albrecht elects continuation of health and welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 following his termination, we will pay the employer potion of such benefits for 18 months. With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Albrecht's compliance with certain conditions contained in his employment agreement, including non-competition and non-solicitation covenants. See "—Executive Compensation Arrangements—Chris Albrecht" above.

(2)

If Mr. Albrecht's employment had been terminated as of December 31, 2011 as a result of his death or disability (as defined in his agreement), he, or his legal representative, would have been entitled to receive a lump sum payment for his salary for the remainder of the term of his employment agreement which totaled $2,000,000 plus the percentage of the target bonus for the fiscal year in which the death or disability occurs equal to the amount of time Mr. Albrecht had been employed during such fiscal year which would have been $750,000 for December 31, 2011. See "—Executive Compensation Arrangements—Chris Albrecht" above.

(3)

Based on the Multi-Year Award vesting 50% upon termination by LMC without cause or by Mr. Albrecht for good reason (as defined in his agreement). See "—Executive Compensation Arrangements—Chris Albrecht" above and the "Outstanding Equity Awards at Fiscal Year-End" table above.

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(4)

Based on the Multi-Year Award, the December 2011 option grant and the restricted share grant vesting 100% as of December 31, 2011 due to the termination of the employment agreement of Mr. Albrecht as a result of his death or disability (as defined in his agreement) or due to any change of control (all as defined in the incentive plans). See "—Executive Compensation Arrangements—Chris Albrecht" above and the "Outstanding Equity Awards at Fiscal Year-End" table above.

(5)

Based on the number of vested options and SARs at year-end. See "Outstanding Equity Awards at Fiscal Year-End" table above.

(6)

Based on the number of vested options, unvested options and restricted shares at year-end. See "Outstanding Equity Awards at Fiscal Year-End" table above.

(7)

All units under the Starz Entertainment LTIP for such named executive officers have fully vested as of December 31, 2011. See "—Executive Compensation Arrangements—2006 Starz Entertainment Long-Term Incentive Plan" above.

(8)

Does not include any options granted to such named executive officer because the option exercise price is greater than the fair market value on December 30, 2011. See the "Outstanding Equity Awards at Fiscal Year-End" table above for more information.

Compensation of Directors

        We are a directly wholly owned subsidiary of LMC, which is our sole member and manager. Accordingly, no director compensation is paid.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        On July 10, 2012, August 17, 2012, and September 4, 2012, we paid dividends to our parent, LMC, utilizing cash on hand, of $100.0 million, $250.0 million and $50.0 million, respectively.

        LMC guarantees our obligations under certain of our output agreements with Disney and Sony. At June 30, 2012, LMC's guarantees for obligations under these agreements for films that have been released in theatres aggregated $473.4 million. LMC's guarantee amount for films that have not yet been released in theatres is not determinable.

        We participate in our parent, LMC's, employee benefit plans (medical, dental, life insurance, 401(k), etc.). Charges from LMC related to these benefits and other miscellaneous charges aggregated $6.0 million and $12.4 million for the six months ended June 30, 2012 and the year ended December 31, 2011, respectively. Such amounts are invoiced by LMC on a monthly basis and are due upon receipt of the invoice by us. Amounts due to LMC for such charges total $4.0 million as of June 30, 2012.

        We are a single member LLC, which is treated as a disregarded entity for U.S. federal income tax purposes. As such, we are included in the consolidated federal and state income tax returns of LMC. We make tax payments to LMC in amounts that are equal to what our tax obligations would be if we were a standalone taxable entity. Prior to September 30, 2010, our subsidiary, Starz Media was not included in the calculation of our tax obligation to LMC as it was attributed to another tracking stock group within LMC. As a result, losses generated by Starz Media were not included in the calculation of our tax obligation to LMC. On September 30, 2010, Starz Media was reattributed to the Liberty Starz tracking stock group and was included in the calculation of our tax obligation owed to LMC from September 30, 2010 until we sold a 25% interest in Starz Media to TWC in January 2011. As a result of the sale of the 25% interest to TWC, Starz Media became a separate taxpayer for federal purposes and in certain states. Effective April 1, 2012, Starz Media filed an election to convert itself from a limited liability company treated as a corporation to a partnership for U.S. federal and state income tax purposes.

        On December 17, 2010 and December 21, 2010, Starz Entertainment entered into promissory note agreements to provide funding to Starz Media and Anchor Bay Entertainment, respectively. The Starz Media note is payable on demand. The interest rate is determined at three month intervals and is equal to the LIBOR rate plus 8%. The LIBOR rate at any time means the rate per annum equal to the British Bankers' Association LIBOR for dollar deposits for a three month period. On June 30, 2012, the interest rate was 8.4% and the outstanding principal and interest balance was $61.2 million. The Anchor Bay Entertainment note is payable on demand. The interest rate is determined at three month intervals and is equal to the LIBOR rate plus 4% through August 31, 2011. The interest rate from September 1, 2011 and thereafter is the LIBOR rate plus 8%. The LIBOR rate at any time means the rate per annum equal to the British Bankers' Association LIBOR for dollar deposits for a three month period. On June 30, 2012, the interest rate was 8.4% and the outstanding principal and interest balance was $0.2 million.

        Our subsidiary, Canada Co., entered into an agreement with the Ontario government whereby Canada Co. is eligible to receive funds under the Canadian Next Generation of Jobs Fund Grant through the termination date of March 31, 2014. Starz Entertainment entered into a guarantee for any amounts owed to the Ontario government under the grant if Canada Co. does not meet its obligations. The maximum amount of the grant available and the guarantee is $23.0 million. The Ontario government can demand payment form Starz Entertainment if Canada Co. does not perform any of its obligations. The maximum potential amount payable under the guarantee is $8.5 million at June 30, 2012 and Starz Entertainment has accrued $6.8 million related to this guarantee as of June 30, 2012. We sold a controlling interest in Canada Co. on March 3, 2011. The terms of the guarantee have not changed.

99

        In January 2011, Anchor Bay Entertainment entered into a five-year license agreement with TWC for the distribution, by our Home Video and Digital Media businesses, of certain of TWC's theatrical releases. Anchor Bay Entertainment pays advances to TWC based on a percentage of the U.S. box office and the genre of each film and earns a fee for the distribution of such theatrical releases. Starz Entertainment guarantees advance payments to TWC under this agreement up to $50.0 million. The Company recognized participation expense of $36.4 million and $72.1 million for TWC's share of the net proceeds under Anchor Bay's license agreement with TWC for the six months ended June 30, 2012 and the year ended December 31, 2011, respectively. The Company's accrued advances payable to TWC totaled $34.7 million as of June 30, 2012 and $56.2 million as of December 31, 2011.

        Starz Entertainment is the guarantor on two noncancelable operating leases in which Starz Media, LLC and Film Roman, respectively, are the tenant. The maximum potential amount payable under these guarantees is $15.1 million at June 30, 2012. Starz Entertainment does not currently expect to have to perform under these obligations. The leases expire in 2014 and 2016, respectively.

        During August 2012, LMC's Board of Directors authorized a plan to distribute to the stockholders of LMC shares of a subsidiary that will hold all of the businesses, assets and liabilities of LMC not associated with Starz, LLC (the "Spin-Off"). The transaction will be effected as a pro-rata dividend of shares, expected to be on a 1 to 1 ratio, of Liberty Spinco, Inc. ("Liberty Spinco"), a newly created subsidiary to the stockholders of LMC. The subsidiary, which will become a separate public company, upon the completion of the Spin-Off will be renamed Liberty Media Corporation. The businesses, assets and liabilities not included in Liberty Spinco will remain part of a separate public company to be named Starz. In connection with the reorganization transaction, LMC currently contemplates that the Company will pay a total cash dividend of $1.8 billion to LMC (inclusive of dividends of $400.0 million paid to date), funded by a combination of cash on hand and borrowings under our senior secured revolving credit facility, and such cash amount will be transferred to Liberty Spinco. The total amount of the dividend will depend on the financial performance and free cash flow generated by Starz, LLC prior to the reorganization transaction. Additionally, in connection with the reorganization transaction, the Company will distribute its corporate office building and related building improvements to LMC (and LMC will subsequently transfer such building and related improvements to a subsidiary of Liberty Spinco) and then lease back the use of such facilities from such Liberty Spinco subsidiary. The terms of such lease are still being negotiated. As such, we have estimated the amount of the future capital lease to be $50.0 million, which approximates the net book value of the building and building improvements at June 30, 2012. The Spin-Off is intended to be tax-free to stockholders of LMC and its completion will be subject to various conditions, including the registration of the shares to be distributed, the receipt of an IRS private letter ruling, the opinions of tax counsel and any required government approvals. The Spin-Off will not require a stockholder vote. Subject to such conditions, including those described above, the Spin-Off is currently expected to occur in late 2012 or early 2013. Following the Spin-Off, Liberty Spinco and Starz will operate independently, and neither will have any stock ownership, beneficial or otherwise, in the other.

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DESCRIPTION OF OTHER INDEBTEDNESS

        This section includes summaries of certain indebtedness and certain other long-term liabilities of us and our subsidiaries.

SENIOR SECURED CREDIT FACILITIES

        On November 16, 2011, we entered into a credit agreement that provides us with a $1,000.0 million revolving credit facility and $500.0 million of term loans, and also provides for up to $250.0 million of uncommitted incremental term or revolving loans. Under this credit agreement, which we refer to as our senior secured credit facilities, we had $500.0 million of term loans and $5.0 million of revolving loans outstanding as of June 30, 2012. The term loans were scheduled to mature and the revolving loan commitments terminate on November 16, 2016. The outstanding term loans were prepaid upon issuance of the original notes.

        Interest.    Borrowings under our senior secured credit facilities bear interest at either the alternate base rate or LIBOR at our election. Borrowings that are alternate base rate loans will bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.75% and 1.75% depending on our consolidated leverage ratio, as defined in our senior secured credit facilities. Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.75% and 2.75% depending on our consolidated leverage ratio. Under certain circumstances, the margin ranges for alternate base rate loans and LIBOR loans may decrease by 0.25%. At June 30, 2012, our borrowing margin was 1.75% over LIBOR.

        Security and guarantees.    Borrowings made by us are currently guaranteed by Starz Entertainment and will be guaranteed by Finance Corp. and any future material domestic subsidiaries, and borrowings are secured by a first priority perfected security interest in shares of our equity interests held directly or indirectly by LMC and the equity interests in each guarantor held directly or indirectly by us. Our senior secured credit facilities provide for a release of all collateral if our consolidated leverage ratio, as defined in our senior secured credit facilities, is less than 1.50 to 1.00 for two consecutive fiscal quarters or we achieve an investment grade rating on our debt by either Moody's or Standard & Poor's.

        Covenants.    Our senior secured credit facilities contain affirmative and negative covenants and financial covenants that require us to maintain a consolidated leverage ratio of not more than 4.75 to 1.00 through December 31, 2013 and 4.25 to 1.00 thereafter, and a consolidated interest coverage ratio of not less than 2.75 to 1.00. The negative covenants limit our ability and the ability of our restricted subsidiaries to, among other things:

•

incur additional indebtedness;

•

create liens on property or assets;

•

make certain loans or investments;

•

sell or dispose of assets;

•

pay certain dividends and other restricted payments;

•

dissolve, consolidate or merge;

•

enter into certain transactions with affiliates;

•

enter into sale/leaseback transactions; and

•

restrict subsidiary distributions.

        These covenants are subject to significant exceptions.

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        Events of Default.    Our senior secured credit facilities also contain certain events of default, including, among other things, the failure to perform or observe terms, covenants or agreements included in our senior secured credit facilities, nonpayment defaults on principal, interest or fees under our senior secured credit facilities, defaults on other indebtedness in an aggregate principal amount exceeding $50.0 million if the effect is to permit acceleration, entry of unsatisfied judgments in an aggregate amount in excess of $50.0 million against us or our restricted subsidiaries, the occurrence of a change of control, failure of any collateral document to create or maintain a priority lien, and certain events related to bankruptcy and insolvency or ERISA matters.

        If an event of default occurs, the lenders under our senior secured credit facilities may, among other things, terminate their commitments, declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees, and exercise remedies under the collateral documents relating to our senior secured credit facilities. We were in compliance in all material respects with the covenants in our senior secured credit facilities as of June 30, 2012.

CAPITAL LEASES

        As of June 30, 2012, Starz Entertainment, LLC, our wholly owned subsidiary, was party to three separate full-time transponder capacity agreements with PanAmSat Corporation, pursuant to which Starz Entertainment, LLC leases transponders. These transponder leases have termination dates ranging from 2018 to 2021. As of June 30, 2012, the outstanding indebtedness under these transponder leases was $38.0 million.

        In connection with the previously announced plan to separate the assets of LMC and Starz, LLC, the Company will distribute its corporate office building and related building improvements to LMC (and LMC will subsequently transfer such building and related improvements to a subsidiary of Liberty Spinco) and enter into a capital lease to lease back the facilities from such Liberty Spinco subsidiary. The terms of such lease are still being negotiated.

GUARANTEE COMMITMENTS

        Our subsidiary, Canada Co., entered into an agreement with the Ontario government whereby Canada Co. is eligible to receive funds under the Ontario Next Generation of Jobs Fund Grant through the termination date of March 31, 2014. Starz Entertainment entered into a guarantee for any amounts owed to the Ontario government under the grant if Canada Co. does not meet its obligations. The maximum amount of the grant available and the guarantee is $23.0 million. The Ontario government can demand payment from Starz Entertainment if Canada Co. does not perform any of its obligations. The maximum potential amount payable under the guarantee is $8.5 million at June 30, 2012 and Starz Entertainment has accrued $6.8 million for this guarantee as of June 30, 2012. We sold a controlling interest in Canada Co. on March 3, 2011. The terms of the guarantee have not changed.

        In January 2011, Anchor Bay Entertainment entered into a five-year license agreement with TWC for the distribution, by our Home Video and Digital Media businesses, of certain of TWC's theatrical releases. Anchor Bay Entertainment pays advances to TWC based on a percentage of the U.S. box office and the genre of each film and earns a fee for the distribution of such theatrical releases. Starz Entertainment guarantees Anchor Bay Entertainment's advance payments to TWC under this agreement up to $50.0 million.

        Starz Entertainment is the guarantor on two noncancelable operating leases in which Starz Media, LLC and Film Roman, respectively, are the tenant. The maximum potential amount payable under these guarantees is $15.1 million at June 30, 2012. Starz Entertainment does not currently expect to have to perform under these obligations. The leases expire in 2014 and 2016, respectively.

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DESCRIPTION OF NOTES

        As used below in this "Description of Notes" section, the "Issuers" means Starz, LLC ("Starz"), a Delaware limited liability company, and Starz Finance Corp. ("Starz Finance"), a Delaware corporation, and their respective successors, but not any of their respective subsidiaries. On September 13, 2012, the Issuers issued $500 million aggregate principal amount of 5.00% Senior Notes due 2019 (the "Original Notes") under an Indenture, dated as of September 13, 2012 (the "Indenture"), among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"). The terms of the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

        As part of our sale of the Original Notes, we are required, among other things, to complete this exchange offer, exchanging the Original Notes for new registered 5.00% Senior Notes due 2019, or the "Exchange Notes." The Exchange Notes are substantially identical to the Original Notes, except the Exchange Notes are registered under the Securities Act, and the transfer restrictions and registration rights, and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes. The Exchange Notes will represent the same debt as the Original Notes and we will issue the Exchange Notes under the Indenture (the same indenture we used in issuing the Original Notes). The terms of the Original Notes and the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, or the "Trust Indenture Act." The Original Notes and the Exchange Notes are collectively referred to herein as the "Notes."

        The following is a summary of the material terms and provisions of the Indenture, the Notes and the Note Guarantees. The following summary does not purport to be a complete description of these documents and is subject to the detailed provisions of, and qualified in its entirety by reference to, the Indenture. You may obtain a copy of the Indenture from Starz at its address set forth elsewhere in the Prospectus. You can find definitions of certain terms used for purposes of this description only under "—Certain Definitions."

Principal, Maturity and Interest

        The Notes will mature on September 15, 2019. The Notes will bear interest at the rate shown on the cover page of the Prospectus, payable on March 15 and September 15 of each year, commencing on March 15, 2013 to Holders of record at the close of business on March 1 or September 1, as the case may be, immediately preceding the relevant interest payment date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

        The Notes will be issued in registered form, without coupons, and in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        An aggregate principal amount of Notes equal to $500,000,000 were issued in the offering of Original Notes. The Issuers may issue additional Notes having identical terms and conditions to the Notes being issued in the offering of Original Notes, except for issue date, issue price and first interest payment date, in an unlimited aggregate principal amount (the "Additional Notes"), subject to compliance with the covenants described under "—Certain Covenants—Limitations on Incurrence of Indebtedness" and "—Limitations on Liens." Any Additional Notes will be part of the same issue as the Notes being issued in this offering and will be treated as one class with the Notes being issued in this offering, including for purposes of voting, redemptions and offers to purchase. For purposes of this "Description of Notes," (a) except for the covenants described under "—Certain Covenants—Limitations on Incurrence of Indebtedness" and "—Limitations on Liens," references to the Notes include Additional Notes, if any, and (b) references to the Notes include the Exchange Notes.

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Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to Starz at least ten Business Days prior to the applicable payment date, the Issuers will make all payments on such Holder's Notes by wire transfer of immediately available funds to the account specified in those instructions. Otherwise, payments on the Notes will be made at the office or agency of the paying agent (the "Paying Agent") and registrar (the "Registrar") for the Notes within the City and State of New York unless the Issuers elect to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Ranking

        The Notes offered hereby and the Note Guarantees will be senior unsecured obligations of the Issuers and the Guarantors and will effectively rank:

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equally in right of payment with all existing and future senior Indebtedness of the Issuers and Guarantors, including borrowings under or guarantees of the Credit Agreement;

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senior in right of payment to all existing and future subordinated Indebtedness of the Issuers and Guarantors;

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effectively subordinated to any Obligations of the Issuers and Guarantors that are secured by Liens (including borrowings under the Credit Agreement), to the extent of the assets securing such Obligations; and

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structurally subordinated to any Indebtedness or Obligations of any non-Guarantor Subsidiaries.

        At June 30, 2012, on a pro forma basis, Starz and its Subsidiaries would have had total debt of $1,269.0 million consisting of $500.0 million of Notes offered hereby, $681.0 million of borrowings under our senior secured revolving credit facility and $88.0 million of capital lease obligations. See "Unaudited Pro Forma Consolidated Financial Data."

Note Guarantees

        The Issuers' obligations under the Notes and the Indenture will be jointly and severally guaranteed (the "Note Guarantees") by each Subsidiary that guarantees the obligations under the Credit Agreement.

        The obligations of each Guarantor under its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor.

        A Guarantor will be released from its obligations under its Note Guarantee and its obligations under the Indenture:

        (1)   in the event of dissolution of such Guarantor;

        (2)   if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of the Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; or

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        (3)   upon the release or discharge of the guarantee by such Guarantor of the Credit Agreement, except a discharge or release by or as a result of payment under such other guarantee.

        See "—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries."

        As of the Issue Date, only Starz Finance and Starz Entertainment, LLC will be "Restricted Subsidiaries." However, under the circumstances described below under "—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries," Starz will be permitted to designate any of Starz's Subsidiaries, other than Starz Finance or any Subsidiary that continues to guarantee the obligations under the Credit Agreement, as "Unrestricted Subsidiaries." The effect of designating a Subsidiary as an "Unrestricted Subsidiary" will be that:

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an Unrestricted Subsidiary will not be subject to many of the restrictive covenants in the Indenture;

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a Subsidiary that is a Guarantor and that is designated an Unrestricted Subsidiary will be released from its Note Guarantee and its obligations under the Indenture; and

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the assets, income, cash flow and other financial results of an Unrestricted Subsidiary will not be consolidated with those of the Issuers for purposes of calculating compliance with the restrictive covenants contained in the Indenture.

After-Acquired Guarantees

        From and after the Issue Date, the Indenture will require Starz to cause any Subsidiary that otherwise guarantees the Credit Agreement to Guarantee the Notes.

Mandatory Redemption

        The Issuers will not be required to redeem the Notes prior to maturity. However, we may at any time and from time to time purchase Notes in the open market or otherwise as described under "—Change of Control," "—Asset Sales" and "—Optional Redemption."

Optional Redemption

Redemption at Specified Prices

        Except as set forth below, the Notes may not be redeemed prior to September 15, 2015. At any time or from time to time on or after September 15, 2015, the Issuers, at their option, may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon to the redemption date, if redeemed during the 12-month period beginning on September 15 of the years indicated:

Year	Optional Redemption Price
2015		102.50	%
2016		101.25	%
2017 and thereafter		100.00	%

Redemption at a Make-Whole Premium

        In addition, before September 15, 2015, the Issuers may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days' notice, at a redemption price equal to:

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100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders of record on the

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relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus

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the Make Whole Amount.

        "Make Whole Amount" means, with respect to any Note at any redemption date, the greater of (A) 1.00% and (B) the excess, if any, of (1) an amount equal to the present value of (a) the redemption price of such Note at September 15, 2015 plus (b) the remaining scheduled interest payments on the Notes to be redeemed (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) to September 15, 2015 (other than interest accrued to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the aggregate principal amount of the Notes to be redeemed.

        "Treasury Rate" means, at the time of computation, the yield to maturity of United States Treasury Securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least three Business Days prior to the redemption date or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to September 15, 2015; provided, however, that if such period is not equal to the constant maturity of a United States Treasury Security for which a weekly average yield is given the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury Securities for which such yields are given, except that if the period from the redemption date to September 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury Securities adjusted to a constant maturity of one year shall be used.

        The Treasury Rate shall be calculated on the third Business Day preceding the redemption date. Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward.

Redemption with Proceeds from Equity Offerings

        At any time or from time to time prior to September 15, 2015, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 105.00% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering.

Selection and Notice of Redemption

        In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part. In addition, if a partial redemption is made pursuant to the provisions described under "—Redemption with Proceeds from Equity Offerings," selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless that method is otherwise prohibited.

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        Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the date of redemption to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction and discharge of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon cancellation of the original Note. On and after the date of redemption, interest will cease to accrue on Notes or portions thereof called for redemption so long as the Issuers have deposited with the Paying Agent for the Notes funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to the Indenture.

Change of Control

        Upon the occurrence of any Change of Control, each Holder will have the right to require that the Issuers purchase that Holder's Notes for a cash price (the "Change of Control Purchase Price") equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase.

        Within 30 days following any Change of Control, Starz will mail, or caused to be mailed, to the Holders a notice:

        (1)   describing the transaction or transactions that constitute the Change of Control;

        (2)   offering to purchase, pursuant to the procedures required by the Indenture and described in the notice (a "Change of Control Offer"), on a date specified in the notice (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to such Change of Control Offer; and

        (3)   describing the procedures that Holders must follow to accept the Change of Control Offer. The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law.

        Starz will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase.

        If a Change of Control Offer is made, there can be no assurance that the Issuers will have available funds sufficient to pay for all or any of the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In addition, we cannot assure you that in the event of a Change of Control the Issuers will be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness which may prohibit the offer.

        The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable to the transaction giving rise to the Change of Control. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The Issuers' obligation to make a Change of Control Offer will be satisfied if a third party makes the Change of Control Offer in the manner and at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

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        With respect to any disposition of assets, the phrase "all or substantially all" as used in the Indenture (including as set forth under the definition of "Plan of Liquidation" and "—Certain Covenants—Limitations on Mergers, Consolidations, Etc.") varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law (which governs the Indenture) and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of "all or substantially all" of the assets of Starz and its Subsidiaries, and therefore it may be unclear as to whether a Change of Control has occurred and whether the Holders have the right to require the Issuers to purchase Notes. In addition, a recent Delaware court case has implied that the provisions in clause (2) of the definition of "Change of Control" may be unenforceable on public policy grounds. No assurances can be given that a court would enforce clause (2) as written for the benefit of Holders.

        The Issuers will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the Indenture, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the "Change of Control" provisions of the Indenture by virtue of this compliance.

Asset Sales

        Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction (or, if earlier, the date of the commitment to enter into such transaction) and after giving effect thereto and to the use of proceeds thereof, (a) no Default shall have occurred and be continuing, and (b) the Consolidated Leverage Test would be satisfied.

        If Starz or any Restricted Subsidiary engages in an Asset Sale, Starz or such Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to:

        (1)   satisfy all mandatory repayment obligations under the Credit Facilities arising by reason of such Asset Sale and, in the case of any such repayment under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility;

        (2)   repay any Indebtedness which was secured by the assets sold in such Asset Sale or any Indebtedness to which the Notes and the Note Guarantees are structurally subordinated;

        (3)   repay other pari passu Indebtedness (provided, that in the case of this clause (3), Starz shall also equally and ratably reduce Indebtedness under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest the pro rata principal amount of Notes); or

        (4)   (A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities) to be used by Starz or any Restricted Subsidiary in the Permitted Business, (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B).

        The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute "Excess Proceeds." To the extent Net Available Proceeds are received by a Foreign Subsidiary and the Issuers determines that the application of such Net Available Proceeds in compliance with this

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paragraph would result in material adverse tax consequences to Starz or any of its Subsidiaries, such Net Available Proceeds shall not be subject to the requirements of this paragraph and shall not be included in Excess Proceeds.

        When the aggregate amount of Excess Proceeds equals or exceeds $50 million, the Issuers will be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any other Indebtedness that ranks pari passu with the Notes of the Issuers and the Guarantors the provisions of which require the Issuers to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such other Indebtedness that ranks pari passu with the Notes equal to the amount of such Excess Proceeds as follows:

        (1)   the Issuers will (a) make an offer to purchase (a "Net Proceeds Offer") to all Holders in accordance with the procedures set forth in the Indenture, and (b) redeem (or make an offer to do so) any such other Indebtedness that ranks pari passu with the Notes, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and other Indebtedness that may be redeemed out of the amount (the "Payment Amount") of such Excess Proceeds;

        (2)   the offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the "Offered Price"), in accordance with the procedures set forth in the Indenture, and the redemption price for such other Indebtedness that ranks pari passu with the Notes (the "Parity Indebtedness Price") shall be as set forth in the related documentation governing such Indebtedness;

        (3)   if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased will be selected on a pro rata basis; and

        (4)   upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

        To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Parity Indebtedness Price paid to the holders of such other Indebtedness that ranks pari passu with the Notes is less than the Payment Amount relating thereto (such shortfall constituting a "Net Proceeds Deficiency"), the Issuers may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of the Indenture.

        In the event of the transfer of substantially all (but not all) of the assets of Starz and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with the covenant described under "—Certain Covenants—Limitations on Mergers, Consolidations, Etc.," the successor shall be deemed to have sold for cash at Fair Market Value the assets of Starz and the Restricted Subsidiaries not so transferred for purposes of this covenant, and the successor shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose).

        The Issuers will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sales" provisions of the Indenture, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the "Asset Sales" provisions of the Indenture by virtue of this compliance.

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Certain Covenants

        The Indenture will contain, among others, the following covenants:

Limitations on Incurrence of Indebtedness

        Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that Starz or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the "Coverage Ratio Exception").

        Notwithstanding the above, each of the following shall be permitted (the "Permitted Indebtedness"):

        (1)   Indebtedness of the Issuers and any Guarantor under Credit Facilities (other than Indebtedness referred to in clause (2)) in an aggregate principal amount at any time outstanding not to exceed $1,500 million;

        (2)   the Notes issued on the Issue Date and the Note Guarantees and the Exchange Notes and related guarantees thereof to be issued in exchange for Notes and the Note Guarantees pursuant to the Registration Rights Agreement (but excluding any Additional Notes);

        (3)   Indebtedness of Starz and the Restricted Subsidiaries to the extent outstanding on the Issue Date after giving effect to the intended use of proceeds of the Notes (other than Indebtedness referred to in clause (1), (2) or (4));

        (4)   (x) Indebtedness of Starz or any Restricted Subsidiary owed to any other Restricted Subsidiary or Starz and (y) guarantees by any Restricted Subsidiary or Starz of any Indebtedness of Starz or any other Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than Starz or a Restricted Subsidiary, as applicable, Starz or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4);

        (5)   Indebtedness in respect of bid, performance or surety bonds issued for the account of Starz or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of Starz or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed);

        (6)   Purchase Money Indebtedness incurred by Starz or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate principal amount not to exceed at any time outstanding $150 million;

        (7)   Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

        (8)   Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

        (9)   Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9);

        (10) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of Starz or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such

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business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that (a) any amount of such obligations included on the face of the balance sheet of Starz or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by Starz and the Restricted Subsidiaries in connection with such disposition; and

        (11) Indebtedness of Starz or any Restricted Subsidiary in an aggregate principal amount not to exceed $225 million at any time outstanding.

        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (11) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, Starz shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (11) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding or committed under the Credit Agreement on the Issue Date shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this covenant, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Limitations on Restricted Payments

        Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless at the time of such Restricted Payment:

        (1)   no Default shall have occurred and be continuing or shall occur as a consequence thereof; and

        (2)   after giving effect to such Restricted Payment and the application of proceeds therefrom the Consolidated Leverage Ratio would not be greater than 4.0 to 1.00.

        The foregoing provisions will not prohibit:

        (1)   the payment by Starz or any Restricted Subsidiary of any dividend within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of the Indenture;

        (2)   the redemption of any Equity Interests of Starz or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests and the payment by Starz of dividends in the form of Qualified Equity Interests;

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        (3)   (x) prior to the consummation of an initial public offering of Starz's Equity Interests, payments to Parent to permit Parent, and which are used by Parent to redeem Equity Interests of Parent, and (y) after the consummation of an initial public offering of Starz's Equity Interests, the redemption by Starz of Equity Interests of Starz, in each case, held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $25 million during any twelve consecutive months;

        (4)   payments permitted pursuant to clause (3) of the covenant described under "—Limitations on Transactions with Affiliates";

        (5)   repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof;

        (6)   Restricted Payments by Starz and Restricted Subsidiaries pursuant to and in accordance with stock option plans or other benefit plans for directors, management, employees or consultants of Starz and its Subsidiaries;

        (7)   payment by Starz to Parent of a dividend in an amount not to exceed $1,400 million to fund the dividend in connection with the reorganization as described in the Prospectus provided that such Restricted Payments pursuant to this clause (7) shall be distributed no later than December 31, 2013; and

        (8)   other Restricted Payments in an aggregate amount from and after the Issue Date not to exceed $50 million;

provided that in the case of any Restricted Payment pursuant to clause (7) or (8) above, no Default shall have occurred and be continuing or occur as a consequence thereof.

        For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries

        Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

        (a)   pay dividends or make any other distributions on or in respect of its Equity Interests held by Starz or any other Restricted Subsidiary;

        (b)   make loans or advances or pay any Indebtedness owed to Starz or any other Restricted Subsidiary; or

        (c)   transfer any of its assets to Starz or any other Restricted Subsidiary;

        except for:

        (1)   encumbrances or restrictions existing under or by reason of applicable law, regulation or order;

        (2)   encumbrances or restrictions existing under the Indenture, the Notes, the Note Guarantees and the Exchange Notes (and any guarantees thereof);

        (3)   non-assignment provisions of any contract or any lease;

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        (4)   encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement) as in effect on that date;

        (5)   restrictions relating to any Lien permitted under the Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;

        (6)   restrictions imposed under any agreement to sell assets permitted under the Indenture to any Person pending the closing of such sale;

        (7)   any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and restrictions under any agreement of any Person that becomes a Restricted Subsidiary provided that such restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary;

        (8)   any agreement governing Indebtedness entered into after the Issue Date in compliance with the covenant described under "—Limitations on Incurrence of Indebtedness";

        (9)   customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person or assets of such entities;

        (10) Purchase Money Indebtedness incurred in compliance with the covenant described under "—Limitations on Incurrence of Indebtedness" that impose restrictions of the nature described in clause (c) above on the assets acquired;

        (11) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; and

        (12) any encumbrances or restrictions imposed by any amendments, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments, replacements or refinancings are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment, replacement or refinancing.

Limitations on Transactions with Affiliates

        Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to Starz or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm's-length basis by Starz or that Restricted Subsidiary from a Person that is not an Affiliate of Starz or that Restricted Subsidiary.

        The foregoing restrictions shall not apply to:

        (1)   transactions between or among Starz and its Wholly-Owned Restricted Subsidiaries not involving any other Affiliate;

        (2)   reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, and Stock Compensation Plans) and indemnification arrangements and payments to Affiliates in consideration for securities issued in connection therewith;

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        (3)   for any taxable period for which Starz and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable foreign, state or local income tax purposes of which a direct or indirect parent of Starz is the common parent (a "Tax Group"), the portion of any U.S. federal, state, local or foreign income taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of Starz and/or its Subsidiaries;

        (4)   loans and advances described in clause (3) of the definition of "Permitted Investments" and Permitted Investments in the form of loans and advances by Starz Entertainment to Starz Media Group, LLC, Anchor Bay Entertainment, LLC, Film Roman, LLC and Starz Independent, LLC, and its subsidiaries;

        (5)   Restricted Payments which are made in accordance with the covenant described under "—Limitations on Restricted Payments";

        (6)   (x) any agreement in effect on the Issue Date and disclosed in the Offering Memorandum for the Original Notes, as in effect on the Issue Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to the Holders or Starz in any material respect than such agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in the immediately preceding clause (x);

        (7)   any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because Starz or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of Starz or any of its Subsidiaries other than Starz or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity;

        (8)   ordinary overhead arrangements in which Starz or any of its Subsidiaries participate; and

        (9)   (a) any transaction with an Affiliate where the only consideration paid by Starz or any Restricted Subsidiary is Qualified Equity Interests or (b) the issuance or sale of any Qualified Equity Interests.

Limitations on Liens

        Starz will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than a Permitted Lien) on any asset (including Equity Interests of a Restricted Subsidiary owned by Starz or any Restricted Subsidiary) or property of Starz or such Restricted Subsidiary securing Indebtedness unless:

        (1)   in the case of Liens securing Subordinated Indebtedness, the Notes and Note Guarantees issued by the Persons granting such Liens, if any, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

        (2)   in the case of Liens securing any other Indebtedness, the Notes and the Note Guarantees issued by the Persons granting such Liens, if any, are equally and ratably secured.

        Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the Liens described in clauses (1) and (2) above that resulted in the creation of such Lien for the benefit of the Holders.

        The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in

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the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this covenant.

Limitations on Designation of Unrestricted Subsidiaries

        Starz may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of Starz as an "Unrestricted Subsidiary" under the Indenture (a "Designation") only if:

        (1)   no Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation; and

        (2)   at the time of and immediately after giving effect to such Designation, the Consolidated Leverage Test would be satisfied.

        No Subsidiary shall be Designated as an "Unrestricted Subsidiary" unless such Subsidiary:

        (1)   has no Indebtedness other than Non-Recourse Debt and other obligations arising by operation of law, including joint and several liability for taxes, ERISA obligations and similar items, except, in each case, pursuant to Investments which are made in accordance with the covenant described under "—Limitations on Restricted Payments";

        (2)   is not party to any agreement, contract, arrangement or understanding with Starz or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding comply with the covenant described above under "—Limitations on Transactions with Affiliates";

        (3)   is a Person with respect to which neither Starz nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person's financial condition or to cause the Person to achieve any specified levels of operating results, except, in each case, pursuant to Investments which are made in accordance with the covenant described under "—Limitations on Restricted Payments"; and

        (4)   is not a Subsidiary of Starz or its other Subsidiaries (other than another Unrestricted Subsidiary) where Starz or such other Subsidiary is a general partner of any such Subsidiary.

        Notwithstanding the foregoing, Starz Finance may not be designated as an Unrestricted Subsidiary.

        If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture on the date that is 30 days after Starz or any Restricted Subsidiary has obtained knowledge of such failure (unless such failure has been cured by such date), and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under the covenant described under "—Limitations on Incurrence of Indebtedness" or the Lien is not permitted under the covenant described under "—Limitations on Liens," Starz shall be in default of the applicable covenant.

        Starz may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a "Redesignation") only if:

        (1)   no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

        (2)   all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of the Indenture.

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        All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of Starz and an Officer's Certificate certifying compliance with the foregoing provisions delivered to the Trustee.

Limitations on Sale and Leaseback Transactions

        Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction other than the sale and leaseback of Starz's corporate office building and related building improvements; provided that Starz or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

        (1)   no Default shall have occurred or be continuing;

        (2)   (a) the lease in such Sale and Leaseback is a capital lease and Starz or such Restricted Subsidiary could have incurred the Indebtedness attributable to such Sale and Leaseback Transaction pursuant to the covenant described under "—Limitations on Incurrence of Indebtedness" or (b) the lease in the Sale and Leaseback Transaction is not a capital lease and the aggregate proceeds from such arrangements since the Issue Date do not exceed $100 million; and

        (3)   the transfer of assets in such Sale and Leaseback Transaction is not prohibited by the covenant described under "—Asset Sales."

Limitations on Mergers, Consolidations, Etc.

        Starz will not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of Starz or Starz and the Restricted Subsidiaries (taken as a whole), (b) permit Starz Finance to consolidate or merge with or into another Person or (c) adopt a Plan of Liquidation unless, in either case:

        (1)   either:

        (a)   such Issuer will be the surviving or continuing Person; or

        (b)   the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "Successor") is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia and the Successor (if not Starz) expressly assumes, by agreements in form and substance reasonably satisfactory to the Trustee, all of the obligations of such Issuer under the Notes, the Indenture and the Registration Rights Agreement; provided that, for so long as Starz or any Successor is a limited liability company or partnership, there must be a co-issuer of the Notes that is a Wholly Owned Restricted Subsidiary of Starz and that is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia;

        (2)   immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, no Default shall have occurred and be continuing; and

        (3)   immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Leverage Test would be satisfied.

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        For purposes of this covenant, any Indebtedness of the Successor which was not Indebtedness of the Issuers immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

        Except as provided in the fourth paragraph under "—Note Guarantees," no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, unless:

        (1)   either:

        (a)   such Guarantor will be the surviving or continuing Person; or

        (b)   the Person formed by or surviving any such consolidation or merger is an Issuer or another Guarantor or assumes, by agreements in form and substance reasonably satisfactory to the Trustee, all of the obligations of such Guarantor under the Note Guarantee of such Guarantor, the Indenture and the Registration Rights Agreement; and

        (2)   immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of Starz, will be deemed to be the transfer of all or substantially all of the properties and assets of Starz.

        Upon any consolidation, combination or merger of an Issuer or a Guarantor, or any transfer of all or substantially all of the assets of an Issuer or Guarantor in accordance with the foregoing, in which such Issuer or such Guarantor is not a continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which such Issuer or such Guarantor is merged or the Person to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, such Issuer or such Guarantor under the Indenture, the Registration Rights Agreement, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as such Issuer or such Guarantor and, except in the case of a lease, such Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of such Issuer's or such Guarantor's other obligations and covenants under the Notes, the Indenture and its Note Guarantee, if applicable.

        Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to Starz or another Restricted Subsidiary; provided if such Restricted Subsidiary is a Guarantor, that the surviving entity remains or becomes a Guarantor.

Additional Note Guarantees

        If, after the Issue Date, (a) any Restricted Subsidiary guarantees any Indebtedness under the Credit Agreement or any supplement, amendment or restatement thereof, or (b) Starz otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Starz shall cause such Subsidiary to:

        (1)   execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes and the Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and

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        (2)   deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Subsidiary and (b) constitutes a valid and legally binding obligation of such Subsidiary in accordance with its terms (subject to customary qualifications).

Conduct of Business

        Starz will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses.

Reports

        Whether or not required by the SEC, so long as any Notes are outstanding, Starz will furnish to the Holders of Notes, or file electronically with the SEC through the SEC's Electronic Data Gathering, Analysis and Retrieval System (or any successor system):

        (1)   within 60 days of the end of any fiscal quarter (other than any fiscal quarter end that coincides with the end of a fiscal year), all quarterly and, within 120 days of the end of any fiscal year, annual financial statements (including footnote disclosure) that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, as applicable, if Starz were required to file these Forms (other than separate financial statements of any subsidiary of Starz that would be due solely to the fact that such Subsidiary's securities secure the Notes as required by Rule 3-16 of Regulation S-X under the Securities Act (or any successor regulation)), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Starz's certified independent accountants; and

        (2)   all current reports that would be required to be filed with the SEC on Form 8-K if Starz were required to file these reports to the extent such reports relate to the occurrence of any event which would require an 8-K to be filed pursuant to the following Items set forth in the instruction to Form 8-K: (i) Item 1.03 Bankruptcy or Receivership, (ii) Item 2.01 Completion of Acquisition or Disposition (other than with respect to acquisitions and dispositions not exceeding $25 million), (iii) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement (other than with respect to lease obligations incurred in the ordinary course of business and not in excess of $25 million), (iv) Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (v) Item 2.06 Material Impairment, (vi) Item 4.01 Change in Certifying Accountant, (vii) Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (viii) Item 5.01 Change in Control and (ix) Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers;

provided, however, that (A) reports provided pursuant to clauses (1) and (2) shall not be required to comply with (i) Sections 302 (Corporate Responsibility for Financial Reports), 906 (Corporate Responsibility for Financial Reports) and 404 (Management Assessment of Internal Controls) of the Sarbanes-Oxley Act of 2002, and Items 307 (Disclosure Controls and Procedures), 308 (Internal Control Over Financial Reporting) and 402 (Executive Compensation) of Regulation S-K; or (ii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-U.S. GAAP financial measures contained therein and (B) reports and information provided pursuant to clauses (1) and (2) shall not be required to be accompanied by any exhibits consisting of commercial agreements (not including notes or other debt instruments) with customers and suppliers.

        Starz will deliver with each report referred to in clause (1) above, a schedule eliminating Unrestricted Subsidiaries and reconciling the same to the financial statements in such report.

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        Starz shall maintain a website to which all of the reports and press releases required by this "Reports" covenant are posted or shall file such information with the SEC.

        The Issuers and the Guarantors have agreed that, for so long as any Notes remain outstanding, Starz will furnish to the Holders and upon their request, to prospective investors and securities analysts, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        In the event that a direct or indirect parent has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the Holders of Notes, or filed electronically with the SEC's Electronic Data Gathering, Analysis and Retrieval System (or any successor system), the reports described herein with respect to such parent (including any consolidating financial information required by Regulation S-X relating to Starz and the Restricted Subsidiaries that explains in reasonable detail the differences between the information relating to such parent on the one hand, and the information relating to Starz and the Restricted Subsidiaries on a standalone basis on the other hand), Starz shall be deemed to be in compliance with the provisions of this covenant.

Payment for Consent

        Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Fall-Away Event

        If on any date following the Issue Date (i) the Notes have investment grade ratings from both Moody's and Standard & Poor's, and Starz has delivered written notice of such investment grade ratings to the Trustee, and (ii) no Default has occurred and is continuing under the Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes or the occurrence of any Default, the covenants specifically listed under the following captions in this "Description of Notes" section will no longer be applicable to the Notes (collectively, the "Terminated Covenants"):

        (1)   "—Limitations on Incurrence of Indebtedness";

        (2)   "—Limitations on Restricted Payments";

        (3)   "—Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries";

        (4)   "—Asset Sales";

        (5)   clause (3) under "—Limitations on Mergers, Consolidations, Etc.";

        (6)   "—Limitations on Transactions with Affiliates";

        (7)   clause (2) under "—Limitations on Sale and Leaseback Transactions"; and

        (8)   "—Change of Control."

        No Default, Event of Default or breach of any kind shall be deemed to exist under the Indenture or the Notes with respect to the Terminated Covenants based on, and none of Starz or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring after the Notes attain such investment grade ratings, regardless of whether such actions or event would have been permitted if the applicable Terminated Covenants remained in effect.

        There can be no assurance that the Notes will ever achieve investment grade ratings.

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Events of Default

        Each of the following will constitute an "Event of Default" under the Indenture:

        (1)   failure by the Issuers to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

        (2)   failure by the Issuers to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;

        (3)   failure by the Issuers to comply with any of its agreements or covenants described above under "—Certain Covenants—Limitations on Mergers, Consolidations, Etc." or in respect of its obligations to make a Change of Control Offer as described under "—Change of Control";

        (4)   failure by the Issuers to comply with any other agreement or covenant in the Indenture and continuance of this failure for 30 days after notice of the failure has been given to the Issuers by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

        (5)   default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of Starz or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default:

        (a)   is caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period and any extensions thereof,

        (b)   results in the acceleration of such Indebtedness prior to its express final maturity, or

        (c)   results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and

        in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $50 million or more (and provided that for purposes of this clause (5) only, "Indebtedness" shall include any Hedging Obligations with the "principal amount" of any Hedging Obligations at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Starz or such Restricted Subsidiary would be required to pay if the agreement with respect to such Hedging Obligations terminated at such time);

        (6)   one or more judgments or orders that exceed $50 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against Starz or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

        (7)   Starz, Starz Finance or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

        (a)   commences a voluntary case,

        (b)   consents to the entry of an order for relief against it in an involuntary case,

        (c)   consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

        (d)   makes a general assignment for the benefit of its creditors;

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        (8)   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

        (a)   is for relief against Starz, Starz Finance or any Significant Subsidiary as debtor in an involuntary case,

        (b)   appoints a Custodian of Starz, Starz Finance or any Significant Subsidiary or a Custodian for all or substantially all of the assets of Starz, Starz Finance or any Significant Subsidiary, or

        (c)   orders the liquidation of Starz, Starz Finance or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 days;

        (9)   any Note Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture).

        If an Event of Default (other than an Event of Default specified in clause (7) or (8) above with respect to any Issuer or any Guarantor), shall have occurred and be continuing under the Indenture, the Trustee, by written notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee, may declare all amounts owing under the Notes to be due and payable. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in the Indenture. If an Event of Default specified in clause (7) or (8) with respect to any Issuer or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or notice.

        The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with "—Certain Covenants—Limitations on Mergers, Consolidations, Etc.," the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is in the interest of the Holders.

        No Holder will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless the Trustee:

        (1)   has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding;

        (2)   has been offered indemnity satisfactory to it in its reasonable judgment; and

        (3)   has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request.

        However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of the first paragraph of this "—Events of Default" section).

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        Starz is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and, upon any Officer of Starz becoming aware of any Default, a statement specifying such Default and what action Starz is taking or propose to take with respect thereto.

Legal Defeasance and Covenant Defeasance

        The Issuers may, at their option and at any time, elect to have their obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes ("Legal Defeasance"). Legal Defeasance means that the Issuers and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and the Note Guarantees, and the Indenture shall cease to be of further effect as to all outstanding Notes and Note Guarantees, except as to

        (1)   rights of Holders to receive payments in respect of the principal of and interest on the Notes when such payments are due from the trust funds referred to below,

        (2)   the Issuers' obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

        (3)   the rights, powers, trust, duties, and immunities of the Trustee, and the Issuers' obligations in connection therewith, and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Issuers may, at their option and at any time, elect to have their obligations and the obligations of the Guarantors released with respect to most of the covenants under the Indenture, except as described otherwise in the Indenture ("Covenant Defeasance"), and thereafter any omission to comply with such obligations shall not constitute a Default. In the event Covenant Defeasance occurs, certain Events of Default (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) will no longer apply. The Issuers may exercise their Legal Defeasance option regardless of whether it previously exercised Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Issuers must irrevocably deposit with the Trustee, as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the opinion of a nationally recognized firm of independent public accountants selected by Starz, to pay the principal of and interest on the Notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes,

        (2)   in the case of Legal Defeasance, Starz shall have delivered to the Trustee an opinion of counsel in the United States confirming that:

        (a)   the Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or

        (b)   since the Issue Date, there has been a change in the applicable U.S. federal income tax law,

        in either case to the effect that, and based thereon the opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

        (3)   in the case of Covenant Defeasance, Starz shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders

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will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred,

        (4)   no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit),

        (5)   the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under the Indenture or a default under any other material agreement or instrument to which Starz or any of its Subsidiaries is a party or by which Starz or any of its Subsidiaries are bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit),

        (6)   Starz shall have delivered to the Trustee an Officer's Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of their creditors or others, and

        (7)   Starz shall have delivered to the Trustee an Officer's Certificate and an opinion of counsel, each stating that the conditions provided for in, in the case of the Officer's Certificate, clauses (1) through (6) and, in the case of the opinion of counsel, clauses (2) and/or (3) and (5) of this paragraph have been complied with.

        If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the obligations of the Issuers and the obligations of the Guarantors under the Indenture will be revived and no such defeasance will be deemed to have occurred.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes have been canceled) as to all outstanding Notes when either

        (1)   all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from this trust) have been delivered to the Trustee for cancellation, or

        (2) (a)  all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to the provisions described under "—Optional Redemption," and, in any case, the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation,

        (b)   the Issuers have paid all sums payable by them under the Indenture, and

        (c)   Starz has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

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        In addition, Starz must deliver an Officer's Certificate and an opinion of counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

Transfer and Exchange

        A Holder will be able to register the transfer or exchange of Notes only in accordance with the provisions of the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Without the prior consent of the Issuers, the Registrar is not required (1) to register the transfer or exchange of any Note selected for redemption, (2) to register the transfer or exchange of any Note for a period of 15 days before a selection of Notes to be redeemed or (3) to register the transfer or exchange of a Note between a record date and the next succeeding interest payment date.

        The Notes will be issued in registered form and the registered Holder will be treated as the owner of such Note for all purposes.

Amendment, Supplement and Waiver

        Subject to certain exceptions, the Indenture or the Notes may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default under, or compliance with any provision of, the Indenture may be waived (other than any continuing Default in the payment of the principal or interest on the Notes) with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding; provided that, without the consent of each Holder affected, no amendment or waiver may:

        (1)   reduce, or change the maturity of, the principal of any Note;

        (2)   reduce the rate of, or extend the time for payment of, interest on any Note;

        (3)   reduce any premium payable upon redemption of the Notes or change the date on, or the circumstances under, which any Notes are subject to redemption (other than provisions relating to the purchase of Notes described above under "—Change of Control" and "—Asset Sales," except that if a Change of Control has occurred, no amendment or other modification of the obligation of the Issuers to make a Change of Control Offer relating to such Change of Control shall be made without the consent of each Holder of the Notes affected);

        (4)   make any Note payable in money or currency other than that stated in the Notes;

        (5)   modify or change any provision of the Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders;

        (6)   reduce the percentage of Holders necessary to consent to an amendment or waiver to the Indenture or the Notes;

        (7)   waive a Default in the payment of principal of or premium or interest on any Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in the Indenture and a waiver of the payment default that resulted from such acceleration);

        (8)   impair the rights of Holders to receive payments of principal of or interest on the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on the Notes;

        (9)   release all or substantially all of the Guarantors from their obligations under their Note Guarantees, except as permitted by the Indenture; or

        (10) make any change in these amendment and waiver provisions.

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        Notwithstanding the foregoing, the Issuers and the Trustee may amend the Indenture, the Note Guarantees or the Notes without the consent of any Holder, to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of the Issuers' or a Guarantor's obligations to the Holders in the case of a merger, consolidation or sale of all or substantially all of the assets in accordance with "—Certain Covenants—Limitations on Mergers, Consolidations, Etc.;" to release any Guarantor from any of its obligations under its Note Guarantee or the Indenture (to the extent permitted by the Indenture) or add a Guarantor; to make any change that does not materially adversely affect the rights of any Holder and in the case of the Indenture, to maintain the qualification of the Indenture under the Trust Indenture Act; to mortgage, pledge, hypothecate or grant any Lien in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of all or any portion of the obligations under the Notes and the Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee pursuant to the Indenture or otherwise. The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of either Issuer or any Guarantor will have any liability for any obligations of any Issuer under the Notes or the Indenture or of any Guarantor under its Note Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. It is the view of the SEC that this type of waiver is against public policy.

Concerning the Trustee

        U.S. Bank National Association will be the Trustee under the Indenture and has been appointed by the Issuers as Registrar and Paying Agent with regard to the Notes.

        The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that, in case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee.

Governing Law

        The Indenture, the Notes and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms.

        "Acquired Indebtedness" means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such

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Person becoming a Restricted Subsidiary and (2) with respect to Starz or any Restricted Subsidiary, any Indebtedness of a Person (other than Starz or a Restricted Subsidiary) existing at the time such Person is merged with or into Starz or a Restricted Subsidiary, or Indebtedness expressly assumed by Starz or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.

        "Additional Interest" means all additional interest then owing pursuant to the Registration Rights Agreement.

        "Affiliate" of any Person means any other Person which directly or indirectly Controls or is Controlled by, or is under direct or indirect common Control with, the referent Person. For purposes of the definition of "Qualified Equity Offering" only, "Affiliate" shall not include any Person who is an Affiliate of Starz solely because such Person is Controlled directly or indirectly by John C. Malone so long as such Affiliate does not purchase securities in any Qualified Equity Offering with the proceeds, directly or indirectly, of any Restricted Payment permitted under the Indenture.

        "Affiliated Persons" mean, with respect to any specified Person, (a) such specified Person's parents, spouse, siblings, descendants, stepchildren, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such specified Person and each of the Persons referred to in clause (a), and (c) any company, partnership, trust or other entity or investment vehicle Controlled by any of the Persons referred to in clause (a) or (b) or the holdings of which are for the primary benefit of any of such Persons.

        "amend" means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and "amendment" shall have a correlative meaning.

        "asset" means any asset or property.

        "Asset Acquisition" means

        (1)   an Investment by Starz or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary, or shall be merged with or into Starz or any Restricted Subsidiary, or

        (2)   the acquisition by Starz or any Restricted Subsidiary of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

        "Asset Sale" means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by Starz or any Restricted Subsidiary to any Person other than Starz or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger or consolidation) (collectively, for purposes of this definition, a "transfer"), in one transaction or a series of related transactions, of any assets of Starz or any of its Restricted Subsidiaries other than in the ordinary course of business. For purposes of this definition, the term "Asset Sale" shall not include:

        (1)   transfers of cash or Cash Equivalents;

        (2)   transfers of assets (including Equity Interests) that are governed by, and made in accordance with, the covenant described under "—Certain Covenants—Limitations on Mergers, Consolidations, Etc.," and transfers of Equity Interests in Unrestricted Subsidiaries;

        (3)   Permitted Investments and Restricted Payments permitted under the covenant described under "—Certain Covenants—Limitations on Restricted Payments";

        (4)   the creation of or realization on any Lien permitted under the Indenture;

        (5)   transfers of inventory and damaged, worn-out or obsolete equipment or assets that are no longer used or useful in the business of Starz or its Restricted Subsidiaries;

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        (6)   sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets, of Starz or any Restricted Subsidiary, or the sale, transfer, license or sublicenses of any films or film libraries owned by Starz or any Restricted Subsidiaries, in each case to the extent not materially interfering with the business of Starz and the Restricted Subsidiaries;

        (7)   any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $25 million;

        (8)   (x) Asset Sales by any Issuer or any Guarantor to any other Guarantor or Issuer and (y) Asset Sales of any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor; and

        (9)   any transfer of accounts receivable in connection with the collection thereof.

        "Bankruptcy Law" means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

        "Board of Directors" means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, or the functional equivalent of the foregoing, (ii) in the case of any limited liability company, the board of managers of such Person or such Person's sole manager, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition of "Change of Control," any duly authorized committee of such body.

        "Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required by law to close.

        "Capitalized Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided however, that any obligations relating to a lease that would have been accounted by such Person as an operating lease in accordance with GAAP as of the Issue Date shall not be deemed Capitalized Lease Obligations for all purposes under the Indenture.

        "Cash Equivalents" means:

        (1)   marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition;

        (2)   certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof;

        (3)   commercial paper of an issuer rated at least A-1 by Standard & Poor's or P-1 by Moody's, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition;

        (4)   repurchase obligations of any commercial bank satisfying the requirements of clause (2) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government;

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        (5)   securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard & Poor's or A by Moody's;

        (6)   securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (2) of this definition;

        (7)   money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (1) through (6) of this definition;

        (8)   money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by Standard & Poor's or Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

        (9)   in the case of any Foreign Subsidiary, investments substantially comparable to any of the foregoing investments with respect to the country in which such Foreign Subsidiary is organized.

        "Change of Control" means the occurrence of any of the following events:

        (1)   the acquisition of beneficial ownership by any person or group (excluding any Permitted Holder or group Controlled by any Permitted Holder) of more than 30% of the aggregate voting power of all outstanding classes or series of Starz's voting stock and such aggregate voting power exceeds the aggregate voting power of all outstanding classes or series of Starz's voting stock beneficially owned by the Permitted Holders collectively, and on any day until the date that is six months after the date on which such person or group becomes such beneficial owner, Starz is rated by one of Moody's or Standard & Poor's and the rating assigned by either of them is not an investment grade rating;

        (2)   after the consummation of an initial public offering of Starz's Equity Interests, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Starz (together with any new directors whose election by the Board of Directors or whose nomination for election by the equityholders of Starz was approved by a vote of the majority of the directors of Starz then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of Starz's Board of Directors then in office; or

        (3)   Starz shall adopt a Plan of Liquidation or any such plan shall be approved by the stockholders of Starz.

        For purposes of this definition, (a) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement and (b) "person" and "group" have the meanings given to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term "group" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision.

        "Consolidated Interest Coverage Ratio" means the ratio of (i) Consolidated OIBDA during the most recent four consecutive full fiscal quarters for which financial statements are available (the "Four-Quarter Period") ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the "Transaction Date") to (ii) Consolidated Interest Expense for such Four-Quarter Period. For purposes of this definition, Consolidated OIBDA

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and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

        (1)   the incurrence of any Indebtedness or the issuance of any Preferred Stock of Starz or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Indebtedness or redemption of other Preferred Stock (and the application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

        (2)   any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of Starz or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition or as a result of a Redesignation) incurring Acquired Indebtedness and also including any Consolidated OIBDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) associated with any such Asset Acquisition) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.

        In calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated Interest Coverage Ratio:

        (1)   interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

        (2)   if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and

        (3)   notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of the agreements governing such Hedging Obligations.

        "Consolidated Interest Expense" means, for any period of four consecutive fiscal quarters, the interest expense for such period determined on a consolidated basis in accordance with GAAP with respect to Starz and its Restricted Subsidiaries (including that portion attributable to Capitalized Lease Obligations in accordance with GAAP and net payments (less net credits) pursuant to Hedging Obligations to the extent such net payments constitute interest expense and are allocable to such period, in each case, in accordance with GAAP), net of interest income of Starz and its Restricted Subsidiaries, for such period determined on a consolidated basis in accordance with GAAP.

        "Consolidated Leverage Ratio" means, at any date, the ratio of (i) Consolidated Total Debt to (ii) Consolidated OIBDA during the most recent four consecutive full fiscal quarters for which financial statements are available ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio. In the event that Starz or any of its Restricted Subsidiaries incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the

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period for which the Consolidated Leverage Ratio is being calculated but prior to the event for which the calculation of the Consolidated Leverage Ratio is made, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, repayment, repurchase or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that Starz may elect, pursuant to an Officer's Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being incurred at such time, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time.

        "Consolidated Leverage Test" means, at any date, that the Consolidated Leverage Ratio is no greater than (i) prior to January 1, 2014, 4.75 to 1.00 and (ii) thereafter, 4.25 to 1.00.

        "Consolidated Net Income or Loss" means, for any period, the consolidated net income (or loss) for such period of Starz and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

        "Consolidated OIBDA" means, for any period, Consolidated Net Income or Loss of Starz and its Restricted Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income or Loss, the sum of the following amounts for such period (i) any unusual or extraordinary items resulting in losses as determined under GAAP, (ii) any loss from discontinued operations, (iii) income tax expense, (iv) any non-cash losses that are not operational in nature such as goodwill, asset and other impairment charges (including impairments of capitalized production and development costs), early extinguishment of debt, losses from asset sales or retirements and write-offs of deferred financing costs, (v) any realized or unrealized losses resulting from adjustments to financial instruments to account for such instruments at fair market value, (vi) any realized or unrealized losses on foreign currency hedging transactions, (vii) interest expense, (viii) share of losses of affiliated entities accounted for under the equity method of accounting, (ix) net income attributable to noncontrolling (minority) interests, (x) depreciation and amortization expense (excluding programming license fee amortization and production cost amortization), (xi) non-cash stock compensation expense or non-cash phantom stock appreciation rights expense, (xii) non-recurring cash charges associated with acquisition or disposition transactions, including integration costs, restructuring costs and severance charges, and (xiii) reasonable pro forma cost savings resulting from acquisition or disposition transactions that have been realized or are expected to be realized within 12 months of such transaction (provided that any adjustments under clauses (xii) and (xiii) shall be limited in the aggregate to 7.5% of Consolidated OIBDA as calculated without the additions in clauses (xii) and (xiii)), and minus (b) without duplication and to the extent included in determining such Consolidated Net Income or Loss, (i) any unusual or extraordinary items resulting in gains as determined under GAAP, (ii) any gains from discontinued operations, (iii) income tax benefits, (iv) any non-cash gains that are not operational in nature such as gains from asset sales, (v) any realized or unrealized gains resulting from adjustments to financial instruments to account for such instruments at fair market value, (vi) any realized or unrealized gains on foreign currency hedging transactions, (vii) interest income, (viii) share of earnings of affiliated entities accounted for under the equity method of accounting, and (ix) net loss attributable to noncontrolling (minority) interests. All additions and subtractions shall be determined on a consolidated basis (excluding any Unrestricted Subsidiary) in accordance with GAAP. For any period during which a purchase or other acquisition is made by Starz or the Restricted Subsidiaries, Consolidated OIBDA shall be calculated on a pro forma basis as if such purchase or other acquisition was consummated on the first day of such period, and for any period during which a Subsidiary or business was disposed of or discontinued, Consolidated OIBDA shall be calculated on a pro forma basis as if such Subsidiary or business had been disposed of on the first day of such period.

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        "Consolidated Total Debt" means, at any date, the aggregate principal amount of all Indebtedness of Starz and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

        "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

        "Coverage Ratio Exception" has the meaning set forth in the proviso in the first paragraph of the covenant described under "—Certain Covenants—Limitations on Incurrence of Indebtedness."

        "Credit Agreement" means the Credit Agreement dated November 16, 2011, by and among Starz, LLC, as Borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, The Bank of Nova Scotia, as administrative agent, SunTrust Bank, as syndication agent, The Bank of Nova Scotia, SunTrust Robinson Humphrey, Inc., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., RBC Capital Markets, and Barclays Capital, as joint lead arrangers and joint bookrunners and JPMorgan Chase Bank, N.A., Bank of America, N.A., The Royal Bank of Scotland plc, Royal Bank of Canada, and Barclays Bank plc, as documentation agents, as amended from time to time.

        "Credit Facilities" means one or more (A) debt facilities (which may be outstanding at the same time and including, without limitation, the Credit Agreement) or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding Subsidiaries of Starz as additional borrowers or guarantors thereunder).

        "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

        "Default" means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

        "Designation" has the meaning given to this term in the covenant described under "—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries."

        "Disqualified Equity Interests" of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case on or prior to the date that is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions

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thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the issuer to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the 91st day after the final maturity date of the Notes shall not constitute Disqualified Equity Interests if (1) the change of control or asset sale provisions applicable to such Equity Interests are no more favorable to such holders than the provisions described under "—Change of Control" and "—Asset Sales," respectively, and (2) such Equity Interests specifically provide that the issuer will not redeem any such Equity Interests pursuant to such provisions prior to the Issuers' purchase of the Notes as required pursuant to the provisions described under "—Change of Control" and "—Asset Sales," respectively.

        "Domestic Subsidiary" means any Subsidiary of Starz organized under the laws of any jurisdiction within the United States.

        "Equity Interests" of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

        "Exchange Notes" means the debt securities of the Issuers issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Notes, in compliance with the terms of the Registration Rights Agreement.

        "Fair Market Value" means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arm's-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by the Board of Directors of Starz or a duly authorized committee thereof, as evidenced by a resolution of such Board or committee.

        "Foreign Subsidiary" means any Subsidiary of Starz that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, consistently applied and as in effect from time to time.

        "guarantee" means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm's-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); "guarantee," when used as a verb, and "guaranteed" have correlative meanings.

        "Guarantors" means each Person that is required to, or at the election of the Issuers does, become a Guarantor by the terms of the Indenture, in each case, until such Person is released from its Note Guarantee in accordance with the terms of the Indenture. On the Issue Date, only Starz Entertainment shall be a Guarantor.

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        "Hedging Obligations" of any Person means the obligations of such Person under any Swap Agreement.

        "Holder" means any registered holder, from time to time, of the Notes.

        "incur" means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness.

        "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements constituting Liens hereunder relating to property acquired by such Person (excluding obligations arising from inventory transactions in the ordinary course of business), (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable and all accrued liabilities and deferred revenue incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all Capitalized Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. "Indebtedness" shall not include any amounts payable under any long-term incentive or deferred compensation plans of any Person relating to its or its Subsidiaries' directors, management, employees or consultants.

        "interest" means, with respect to the Notes, interest on the Notes, and Additional Interest, if any.

        "Investments" of any Person means:

        (1)   all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;

        (2)   all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (2) of the definition thereof);

        (3)   all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP (including, if required by GAAP, purchases of assets outside the ordinary course of business); and

        (4)   the Designation of any Subsidiary as an Unrestricted Subsidiary.

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        Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (4) shall be the Fair Market Value of Starz's proportionate interest in such Unrestricted Subsidiary as of the date of such Unrestricted Subsidiary's designation as an Unrestricted Subsidiary. If Starz or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, Starz shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of Starz or Parent shall be deemed not to be Investments.

        "Issue Date" means the date on which Notes are originally issued.

        "Lien" means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, easement, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, to secure payment of a debt or performance of an obligation, including the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

        "LMC" means Liberty Media Corporation (formerly known as Liberty CapStarz, Inc. and Liberty Splitco, Inc.), a Delaware corporation, and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets; and any subsequent successor (by merger, consolidation, transfer or otherwise) to all or substantially all of a successor's assets, provided, that if a Transferee Parent becomes the beneficial owner of all or substantially all of the equity securities of Starz then beneficially owned by LMC as to which LMC has dispositive power, the term "LMC" shall also mean such Transferee Parent and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets. "Transferee Parent" for this purpose means, in the event of any transaction or series of related transactions involving the direct or indirect transfer (or relinquishment of control) by LMC of a Person or Persons (a "Transferred Person") that hold equity securities of Starz beneficially owned by LMC, such Transferred Person or its successor in such transaction or any ultimate parent entity (within the meaning of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) of such Transferred Person or its successor if immediately after giving effect to such transaction or the last transaction in such series, voting securities representing at least a majority of the voting power of the outstanding voting securities of such Transferred Person, successor or ultimate parent entity are beneficially owned by any combination of LMC, Persons who prior to such transaction were beneficial owners of a majority of, or a majority of the voting power of, the outstanding voting securities of LMC (or of any publicly traded class or series of voting securities of LMC designed to track the economic performance of a specified group of assets or businesses) or Persons who are Control Persons as of the date of such transaction or the last transaction in such series. "Control Person" for this purpose means each of (a) the Chairman of the Board of LMC, (b) the President of LMC, (c) any Executive Vice President or Senior Vice President of LMC, (d) each of the directors of LMC and (e) the respective Affiliated Persons of the Persons referred to in clauses (a) through (d).

        "Moody's" means Moody's Investors Service, Inc., and any successor to its ratings agency business.

        "Net Available Proceeds" means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of:

        (1)   brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Sale;

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        (2)   provisions for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

        (3)   amounts required to be paid to any Person (other than Starz or any Restricted Subsidiary and other than under a Credit Facility) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;

        (4)   payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and

        (5)   appropriate amounts to be provided by Starz or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by Starz or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officer's Certificate delivered to the Trustee; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds.

        "Non-Recourse Debt" means Indebtedness of an Unrestricted Subsidiary:

        (1)   as to which neither Starz nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, and

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Credit Facilities and the Notes) of Starz or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

        "Obligation" means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Offering Memorandum" means the Offering Memorandum dated as of September 6, 2012, relating to the initial issuance of Notes under the Indenture.

        "Officer" means any of the following of Starz: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

        "Officer's Certificate" means a certificate signed by an Officer.

        "Parent" means LMC.

        "Permitted Business" means the businesses engaged in by Starz and its Subsidiaries on the Issue Date as described in the Prospectus and businesses that are reasonably related thereto or reasonable extensions thereof.

        "Permitted Holders" means any one or more of (a) LMC, (b) John C. Malone, (c) each of the respective Affiliated Persons of the Person referred to in clause (b), and (d) any Person a majority of the aggregate voting power of all the outstanding classes or series of the equity securities of which are beneficially owned by any one or more of the Persons referred to in clauses (a), (b) or (c).

        "Permitted Investment" means:

        (1)   Investments by Starz or any Restricted Subsidiary in any Restricted Subsidiary;

        (2)   Investments in Starz by any Restricted Subsidiary;

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        (3)   loans and advances to directors, employees and officers of Parent (prior to the consummation of an initial public offering of Starz's Equity Interests) or Starz or any of the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Parent (prior to the consummation of an initial public offering of Starz's Equity Interests) or Starz (after the consummation of an initial public offering of Starz's Equity Interests) not in excess of $10 million at any one time outstanding;

        (4)   cash and Cash Equivalents;

        (5)   receivables owing to Starz or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Starz or any such Restricted Subsidiary deems reasonable under the circumstances;

        (6)   Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

        (7)   Investments made by Starz or any Restricted Subsidiary as a result of consideration received in connection with a sale of assets made in compliance with the covenant described under "—Asset Sales";

        (8)   lease, utility and other similar deposits in the ordinary course of business;

        (9)   stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to Starz or any Restricted Subsidiary or in satisfaction of judgments;

        (10) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date;

        (11) Investments, including in joint ventures, not to exceed $200 million in the aggregate outstanding at any time; and

        (12) Investments made in any Person so long as at the time of, and after giving effect to, such Investment the Consolidated Leverage Test would be satisfied.

        "Permitted Liens" means the following types of Liens:

        (1)   Liens securing Indebtedness with an aggregate principal amount not exceeding the greater of (x) $1,500 million and (y) the amount of Indebtedness that may be incurred at such time such that the Secured Leverage Ratio would not exceed 3.0 to 1.0 at the time of its incurrence;

        (2)   Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which Starz or a Restricted Subsidiary shall have set aside on its books such reserves as may be required pursuant to GAAP;

        (3)   statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent by more than 30 days or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

        (4)   pledges and deposits made in the ordinary course of business in compliance with workers' compensation (or pursuant to letters of credit issued in connection with such workers' compensation compliance), unemployment insurance and other social security laws or regulations;

        (5)   Liens incurred or deposits made in the ordinary course of business to secure the performance of tenders, statutory obligations, surety and appeal bonds, performance bonds, bids,

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trade contracts, leases, government contracts, performance and return-of-money bonds, letters of credit and other similar obligations (exclusive of obligations for the payment of borrowed money);

        (6)   Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (7)   judgment Liens not giving rise to an Event of Default;

        (8)   easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of Starz or any Restricted Subsidiary;

        (9)   Liens securing obligations in respect of trade-related letters of credit and covering the goods (or the documents of title in respect of such goods) financed or the purchase of which is supported by such letters of credit and the proceeds and products thereof;

        (10) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Starz or any Restricted Subsidiary, including rights of offset and setoff;

        (11) bankers' Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by Starz or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

        (12) leases or subleases granted to others that do not materially interfere with the ordinary course of business of Starz or any Restricted Subsidiary;

        (13) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

        (14) Liens securing the Notes and Liens securing any guarantees of the Notes;

        (15) Liens existing on the Issue Date securing obligations outstanding on the Issue Date (other than Liens securing the Credit Facilities);

        (16) Liens in favor of an Issuer or a Guarantor;

        (17) Liens securing Purchase Money Indebtedness that do not exceed an aggregate principal amount of $150 million at any one time outstanding; provided that such Liens shall secure Capitalized Lease Obligations or be created within 90 days of the acquisition of such fixed or capital assets and shall not extend to any asset other than the specified asset being financed and additions and improvements thereon;

        (18) Liens securing Acquired Indebtedness permitted to be incurred under the Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Starz or a Restricted Subsidiary;

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        (19) deposits and other Liens securing credit card operations of Starz and its Subsidiaries, provided the amount secured does not exceed amounts owed by Starz and its Subsidiaries in connection with such credit card operations;

        (20) Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (15), (17) and (18); provided that in the case of Liens securing Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (15), (17) and (18) such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);

        (21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

        (22) Interests of vendors in inventory arising out of such inventory being subject to a "sale or return" arrangement with such vendor or any consignment by any third party of any inventory;

        (23) Liens of Starz or any Restricted Subsidiary with respect to obligations that do not exceed an aggregate principal amount of $225 million at any one time outstanding;

        (24) Liens securing Hedging Obligations; and

        (25) Liens granted in favor of guilds in the ordinary course of business that secure obligations relating to collective bargaining agreements that are not overdue by more than 30 days or are being contested in good faith.

        "Person" means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

        "Plan of Liquidation" with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person other than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

        "Preferred Stock" means, with respect to any Person, any and all preferred or preference stock or other equity interests (however designated) of such Person whether now outstanding or issued after the Issue Date.

        "principal" means, with respect to the Notes, the principal of, and premium, if any, on the Notes.

        "Purchase Money Indebtedness" means Indebtedness, including Capitalized Lease Obligations, of Starz or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of Starz or any Restricted Subsidiary or the cost of installation, construction or improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost and (2) such Indebtedness shall be incurred within 90 days after such acquisition of such asset by Starz or such Restricted Subsidiary or such installation, construction or improvement.

        "Qualified Equity Interests" of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or

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benefit plan). Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of Starz.

        "Qualified Equity Offering" means the issuance and sale of Qualified Equity Interests of Starz to Persons other than (x) Parent or any of its Subsidiaries or (y) any other Person who is, prior to such issuance and sale, an Affiliate of Starz; provided, however, that cash proceeds therefrom equal to not less than the redemption price of the Notes to be redeemed are received by Starz as a capital contribution prior to such redemption.

        "redeem" means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and "redemption" shall have a correlative meaning; provided that this definition shall not apply for purposes of "—Optional Redemption."

        "Redesignation" has the meaning given to such term in the covenant described under "—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries."

        "refinance" means to refinance, repay, prepay, replace, renew or refund.

        "Refinancing Indebtedness" means Indebtedness of Starz or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of Starz or any Restricted Subsidiary (the "Refinanced Indebtedness"); provided that:

        (1)   the principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any reasonable premium paid to the holders of the Refinanced Indebtedness and reasonable expenses incurred in connection with the incurrence of the Refinancing Indebtedness;

        (2)   the obligor of Refinancing Indebtedness does not include any Person (other than Starz or any Restricted Subsidiary) that is not an obligor of the Refinanced Indebtedness;

        (3)   if the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes or the Note Guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness;

        (4)   the Refinancing Indebtedness has a final stated maturity either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Notes; and

        (5)   the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes; provided that Refinancing Indebtedness in respect of Refinanced Indebtedness that has no amortization may provide for amortization installments, sinking fund payments, senior maturity dates or other required payments of principal of up to 1% of the aggregate principal amount per annum.

        "Registration Rights Agreement" means the Registration Rights Agreement dated the Issue Date, among the Issuers, Starz Entertainment and SunTrust Robinson Humphrey, Inc., as representative of the several initial purchasers of the original notes.

        "Restricted Payment" means any of the following:

        (1)   the declaration or payment of any dividend or any other distribution on Equity Interests of Starz or any Restricted Subsidiary or any payment made to the direct or indirect holders (in

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their capacities as such) of Equity Interests of Starz or any Restricted Subsidiary, including, without limitation, any such payment in connection with any merger or consolidation involving Starz but excluding (a) dividends or distributions payable solely in Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to Starz or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;

        (2)   the redemption of any Equity Interests of Starz or any Restricted Subsidiary, or any equity holder of Starz, including, without limitation, any payment in exchange for such Equity Interests in connection with any merger or consolidation involving Starz but excluding any such Equity Interests held by Starz or any Restricted Subsidiary;

        (3)   any Investment other than a Permitted Investment.

        "Restricted Subsidiary" means any Subsidiary of Starz other than an Unrestricted Subsidiary.

        "Sale and Leaseback Transactions" means with respect to any Person an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

        "SEC" means the U.S. Securities and Exchange Commission.

        "Secured Leverage Ratio" means at any date the Consolidated Leverage Ratio at such date, except that in calculating Consolidated Total Debt for such purpose the following shall be excluded: (a) any Indebtedness that is not secured by a Lien on assets of Starz or any Restricted Subsidiary and (b) the Notes.

        "Securities Act" means the U.S. Securities Act of 1933, as amended.

        "Significant Subsidiary" means (1) any Restricted Subsidiary that would be a "significant subsidiary" as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under "—Events of Default" has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

        "Standard & Poor's" means Standard & Poor's Ratings Services and any successor to its ratings agency business.

        "Starz" means Starz, LLC and its successors and assigns.

        "Starz Entertainment" means Starz Entertainment, LLC and its successors and assigns.

        "Starz Finance" means Starz Finance Corp. and its successors and assigns.

        "Stock Compensation Plans" means compensation plans in connection with which Starz and their Subsidiaries make payments to Parent and its Affiliates in consideration for securities of Parent issued to employees of Starz and their Subsidiaries.

        "Subordinated Indebtedness" means Indebtedness of Starz or any Restricted Subsidiary that is expressly subordinated in right of payment to the Notes or the Note Guarantees.

        "Subsidiary" means, with respect to any Person:

        (1)   any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the

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occurrence of any contingency) to vote in the election of the Board of Directors thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

        Unless otherwise specified, "Subsidiary" refers to a Subsidiary of Starz.

        "Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Starz or any of its Subsidiaries shall be a Swap Agreement.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

        "Unrestricted Subsidiary" means (1) initially, SEG Investments, Inc., Aries Pictures LLC, Chalk Line Productions, LLC, Film Roman, LLC, Namor Productions, LLC, Starz Media Group, LLC, Starz Independent, LLC and Starz Canada Holdco, LLC (2) any Subsidiary that after the Issue Date shall be designated an Unrestricted Subsidiary by the Board of Directors of Starz in accordance with the covenant described under "—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries" and (3) any Subsidiary of an Unrestricted Subsidiary.

        "U.S. Government Obligations" means direct non-callable obligations of, or guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

        "Weighted Average Life to Maturity" when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

        "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors' qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by Starz or through one or more Wholly-Owned Restricted Subsidiaries.

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CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) THE DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"); (B) THE DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION AND MARKETING OF THE NOTES; AND (C) HOLDERS OF NOTES SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

        The following is a summary of certain U.S. federal income and, in the case of certain non-U.S. holders, estate tax consequences of the acquisition, ownership, exchange and disposition of the notes. This summary is based upon the provisions of the Code, applicable U.S. Treasury Regulations promulgated thereunder, judicial authorities and administrative interpretations, in each case as of the date of this prospectus, all of which are subject to change and different interpretations, possibly with retroactive effect. We cannot assure you that the U.S. Internal Revenue Service (the "IRS") will not challenge one or more of the tax consequences described in this discussion, and we have not obtained, nor do we intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the U.S. federal income and estate tax consequences of acquiring, holding or disposing of the notes.

        This discussion does not purport to address all U.S. federal income and estate tax consequences that may be relevant to a holder in light of the holder's particular circumstances or status, nor does it discuss the U.S. federal income tax consequences to certain types of holders subject to special treatment under the U.S. federal income tax laws, such as financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, dealers in securities, partnerships or other pass-through entities (or investors in such entities), U.S. holders (as defined below) whose "functional currency" is not the U.S. dollar, non-U.S. trusts and estates that have U.S. beneficiaries, persons subject to the alternative minimum tax, U.S. expatriates and former long-term residents of the U.S., or persons that hold the notes as part of a hedge, wash sale, conversion transaction, straddle or other risk reduction transaction. This discussion is limited to those holders that purchased the original notes for cash at their "issue price" (which is the first price at which a substantial amount of the notes was sold for cash to investors other than to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) and that hold the notes as capital assets (generally, property held for investment). Moreover, this discussion does not address the tax consequences arising under any applicable state, local or foreign tax laws or the application of any U.S. federal taxes other than U.S. federal income taxes (such as the federal gift tax or the recently enacted Medicare tax on certain investment income) and, except as specifically noted under "—Tax Consequences to Non-U.S. holders—Certain U.S. federal estate tax considerations," the federal estate tax.

        If any entity treated as a partnership for U.S. federal income tax purposes holds notes, the U.S. federal income tax treatment of a partner of the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership that holds the notes, you are urged to consult your own tax advisor about the tax consequences of acquiring, owning, exchanging and disposing of the notes.

Holders of notes are urged to consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situations and the applicability and effect of state, local or foreign tax laws and tax treaties.

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Effect of certain contingent payments

        In certain circumstances, we may be obligated to pay amounts on the notes that are in excess of the stated interest on, or principal amount of, the notes and/or the timing of payments on the notes may be affected. See, for example, "Description of Notes—Change of Control." This may cause the notes to be subject to special rules for debt instruments with contingent payments unless, as of the issue date of the notes, the likelihood of the events that would result in any of such contingencies occurring is "remote" and/or such contingencies, in the aggregate, are considered "incidental." We intend to take the position that such contingencies should be treated as remote and/or incidental, as of the issue date of the notes, within the meaning of the applicable U.S. Treasury Regulations and, accordingly, we do not intend to treat the notes as contingent payment debt instruments. Under applicable U.S. Treasury Regulations, our determination that such contingencies are remote and/or incidental is binding on all holders of the notes (other than holders that properly disclose to the IRS that they are taking a different position) but is not binding on the IRS. The IRS may take a contrary position, which, if sustained, could require holders to accrue ordinary interest income on the notes at a rate in excess of the stated interest rate and to treat any gain recognized on a sale or other taxable disposition of a note as ordinary interest income rather than as capital gain. The remainder of this discussion assumes that the notes are not contingent payment debt instruments.

TAX CONSEQUENCES TO U.S. HOLDERS

        You are a "U.S. holder" for purposes of this discussion if you are a beneficial owner of a note and, for U.S. federal income tax purposes, you are:

•

an individual who is a citizen or a resident of the U.S.;

•

a corporation that is organized under the laws of the U.S., any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust, if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) such trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Exchange offer

        The exchange of original notes for exchange notes pursuant to the exchange offer will not be treated as an "exchange" for U.S. federal income tax purposes because the exchange notes will not be considered to differ materially in kind from the original notes. Accordingly, if you participate in this exchange:

•

you will not recognize gain or loss upon receipt of an exchange note;

•

the adjusted tax basis of the exchange note you receive will be the same as your adjusted tax basis in the original note (determined immediately prior to the exchange) that is exchanged therefor; and

•

the holding period of the exchange note you receive will include your holding period of the original note exchanged therefor.

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Stated interest on the notes

        Payments of stated interest on the notes will generally be taxable to you as ordinary interest income at the time such stated interest is received or accrued in accordance with your regular method of accounting for U.S. federal income tax purposes.

Disposition of the notes

        You will generally recognize capital gain or loss on the sale, redemption, exchange (other than in connection with this exchange offer), retirement or other taxable disposition of a note equal to the difference between (i) the amount realized on such disposition (excluding amounts attributable to any accrued but unpaid stated interest, which will be taxable as ordinary income to the extent you have not previously included the accrued interest in income) and (ii) your adjusted tax basis in the note. The amount realized will equal the sum of any cash and fair market value of any other property received on the disposition. Your adjusted tax basis in a note will generally equal the amount you paid for the note. Such gain or loss will be long-term capital gain or loss if you held the note for more than one year at the time of the disposition. Long-term capital gains of non-corporate holders are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Information reporting and backup withholding

        Information reporting requirements may apply to payments of interest and the proceeds of the disposition (including a retirement or redemption) of notes. These requirements, however, do not apply with respect to certain exempt U.S. holders, such as corporations.

        Backup withholding (currently at a rate of 28% and scheduled to increase to 31% in 2013) may apply to payments of the foregoing amounts, unless you provide the paying agent with a taxpayer identification number, certified under penalties of perjury, as well as certain other information, or otherwise establish an exemption from backup withholding.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided the required information is timely furnished to the IRS.

TAX CONSEQUENCES TO NON-U.S. HOLDERS

        Except as modified for estate tax purposes, you are a "non-U.S. holder" for purposes of this discussion if you are a beneficial owner of notes that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not a U.S. holder.

Interest on the notes

        Subject to the discussion below under the heading "—Information reporting and backup withholding," payments of interest on the notes generally will be exempt from U.S. federal income or withholding tax under the "portfolio interest" exemption if you properly certify as to your foreign status, as described below, and:

•

you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote;

•

you are not a bank whose receipt of interest on the notes is in connection with an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business;

•

you are not a "controlled foreign corporation" for U.S. federal income tax purposes that is related to us; and

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•

interest on the notes is not effectively connected with your conduct of a U.S. trade or business.

        The portfolio interest exemption applies only if you appropriately certify as to your foreign status. You can generally meet this certification requirement by providing a properly executed IRS Form W-8BEN or appropriate substitute form to us or our paying agent. If you hold the notes through a financial institution or other agent acting on your behalf, you may be required to provide appropriate certifications to your agent. Your agent will then generally be required to provide appropriate certifications to us or our paying agent, either directly or through other intermediaries.

        If you cannot satisfy the requirements described above, payments of interest made to you will be subject to U.S. federal withholding tax, currently at a 30% rate, unless (i) you provide us or our paying agent with a properly executed IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under an applicable income tax treaty or (ii) the payments of interest are effectively connected with your conduct of a trade or business in the U.S. and you meet the certification requirements described below (see "—Income or gain effectively connected with a U.S. trade or business").

Disposition of notes

        Subject to the discussion below under the heading "—Information reporting and backup withholding," you generally will not be subject to U.S. federal income or withholding tax on any gain realized on the sale, redemption, exchange, retirement or other taxable disposition of a note (other than amounts attributable to accrued and unpaid interest, which will be treated as described above "—Interest on the notes") unless:

•

the gain is effectively connected with the conduct by you of a U.S. trade or business; or

•

you are an individual who has been present in the U.S. for 183 days or more in the taxable year of disposition and certain other requirements are met.

        If you are a non-U.S. holder described in the first bullet point above, you generally will be subject to U.S. federal income tax as described below (see "—Income or gain effectively connected with a U.S. trade or business"). If you are a non-U.S. holder described in the second bullet point above, you generally will be subject to U.S. federal income tax at a flat 30% rate (or a lower applicable treaty rate) on the gain derived from the sale, redemption, exchange, retirement or other taxable disposition, which may be offset by certain U.S. source capital losses.

Income or gain effectively connected with a U.S. trade or business

        If any interest on the notes or gain from the sale, redemption, exchange (other than in connection with this exchange offer), retirement or other taxable disposition of the notes is effectively connected with a U.S. trade or business conducted by you, then you will generally be subject to U.S. federal income tax in the same manner as a U.S. holder (unless an applicable income tax treaty provides otherwise). If interest received with respect to the notes is effectively connected income (whether or not a treaty applies), the U.S. federal withholding tax described above will not apply, assuming an appropriate certification is provided. You can generally meet the certification requirements by providing a properly executed IRS Form W-8ECI or appropriate substitute form to us or our paying agent. In addition, if you are a corporation for U.S. federal income tax purposes, that portion of your earnings and profits that is effectively connected with your U.S. trade or business, subject to certain adjustments, may also be subject to a "branch profits tax," at a 30% rate (or a lower applicable treaty rate).

Information reporting and backup withholding

        Payments to you of interest on a note, and amounts withheld from such payments, if any, generally will be required to be reported to the IRS and to you. Backup withholding (currently at a rate of 28%,

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and scheduled to increase to 31% in 2013) generally will not apply to payments of interest on a note to a non-U.S. holder if the certification described in "—Interest on the notes" above is provided by the holder, or the holder otherwise establishes an exemption, provided that we do not have actual knowledge or reason to know that the holder is a U.S. person.

        Proceeds from a disposition (including a retirement or redemption) of a note effected by the U.S. office of a U.S. or foreign broker will be subject to information reporting requirements and backup withholding unless you properly certify, under penalties of perjury, as to your foreign status and certain other conditions are met, or you otherwise establish an exemption. Information reporting and backup withholding generally will not apply to any proceeds from the disposition of a note effected outside the U.S. by a foreign office of a broker; however, if such broker has certain connections to the U.S., then information reporting, but not backup withholding, will apply unless the broker has documentary evidence in its records that you are a non-U.S. holder and certain other conditions are met, or you otherwise establish an exemption.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against your U.S. federal income tax liability, if any, and may entitle you to a refund, provided the required information is timely furnished to the IRS.

Certain U.S. federal estate tax considerations

        If you are an individual who is not a citizen or resident of the U.S. (as specially defined for U.S. federal estate tax purposes) at the time of your death, any notes owned (or deemed to be owned) by you will not be included in your estate for U.S. federal estate tax purposes provided that, at the time of your death, interest on the notes qualifies for the portfolio interest exemption under the rules described in "—Interest on the notes," without regard to the certification requirement.

Foreign account tax compliance act

        Legislation enacted in 2010 imposes a U.S. federal withholding tax of 30% on payments of interest or the gross proceeds from a disposition of a debt instrument paid to certain non-U.S. entities, including certain foreign financial institutions and investment funds (including, in some instances, where such an entity is acting as an intermediary), unless such non-U.S. entity complies with certain reporting requirements regarding U.S. account holders and U.S. owners. This withholding tax generally will apply to payments of interest after December 31, 2013 and payments of gross disposition proceeds after December 31, 2014. However, proposed Treasury regulations will, if ultimately adopted in their present form, exempt from the application of this new withholding tax any debt instrument outstanding on January 1, 2013. Prospective purchasers of the notes should consult their own tax advisors regarding the new withholding and reporting provisions.

The preceding discussion of certain U.S. federal income (and, with respect to non-U.S. holders, estate) tax consequences is for general information only and is not tax advice. We urge each holder to consult its own tax advisor regarding the particular U.S. federal, state, local and foreign tax consequences of acquiring, owning, exchanging and disposing of the notes, including the consequences of any proposed change in applicable laws.

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PLAN OF DISTRIBUTION

        Based on interpretations of the staff of the SEC in no-action letters issued to third parties, we believe the exchange notes may be offered for resale, resold and otherwise transferred by any holder without compliance with the registration and prospectus delivery requirements of the Securities Act provided such holder meets the following conditions:

•

such holder is not a broker-dealer who purchased original notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act;

•

such holder is not our "affiliate" within the meaning of Rule 405 under the Securities Act; and

•

such holder acquires exchange notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the exchange notes.

        If you do not satisfy all of the above conditions, you cannot participate in the exchange offer.

        If you wish to receive exchange notes for your outstanding notes in the exchange offer, you will be required to make representations to us as described in "The Exchange Offer—Procedures for Tendering Original Notes—Your Representations to Us" in this prospectus. As indicated in the letter of transmittal, you will be deemed to have made these representations by tendering your outstanding notes in the exchange offer.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of 180 days from the effective date of the registration statement of which this prospectus forms a part and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading actions. In addition, until [                    ], 2012 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from the exchange of original notes for exchange notes or from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

•

in the over-the-counter market,

•

in negotiated transactions,

•

through the writing of options on the exchange notes or a combination of such methods of resale,

•

at market prices prevailing at the time of resale,

•

at prices related to such prevailing market prices, or

•

at negotiated prices.

        Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes.

        Any broker-dealer that resells exchange notes received for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may

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be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver a prospectus and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period described in Section 4(3) and Rule 174 under the Securities Act that is applicable to transactions by broker-dealers with respect to the exchange notes, we will promptly send additional copies of this prospectus at no charge and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. We have agreed to pay all expenses incident to the exchange offer (including the reasonable fees and expenses of one counsel for the holders of the original notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the original notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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BOOK-ENTRY SETTLEMENT AND CLEARANCE

        The certificates representing the exchange notes will be issued in fully registered form without interest coupons. The exchange notes initially will be represented by permanent global notes in fully registered form without interest coupons (each, a "Global Note") and will be deposited upon issuance with the trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form ("Certificated Notes") except in the limited circumstances described below. Please see the section entitled "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

        Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time-to-time.

Depository Procedures

        The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations, or collectively, the "Participants," and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers of the original notes), banks, trust companies, clearing corporations, and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised us that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Notes, DTC initially credited the accounts of the Participants designated by the initial purchasers of the original notes with portions of the principal amount of the Global Notes; and

        (2)   ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

149

        Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations which are Participants. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form, and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, we, the trustee, the registrar, the paying agent, and any transfer agent (together with the registrar and the paying agent, the "agents") will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee, the agents, nor any agent of ours or theirs has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising, or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be our responsibility or the responsibility of DTC, the trustee, or us. Neither we, the trustee, nor the agents will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and we, the trustee, and the agents may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

        DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an event of default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

150

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we, the trustee, nor any of our or its agents will have any responsibility for the performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

        (1)   DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, we fail to appoint a successor depositary;

        (2)   we, at our option, notify the trustee in writing that we elect to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a default or event of default with respect to the notes.

        In addition, any notes transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a note that has been acquired by an affiliate in a transaction or chain of transactions not involving any public offering must, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the note, be in the form of a Certificated Note and bear an applicable restrictive legend.

        Beneficial interests in a Global Note may also be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend, unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the registrar a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Same Day Settlement and Payment

        We will make payments in respect of the notes represented by the Global Notes (including principal, interest, and premium, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest, and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

151

LEGAL MATTERS

        The validity of notes and the guarantees will be passed upon for us by Sherman & Howard L.L.C., Denver, Colorado.

EXPERTS

        The consolidated financial statements of Starz, LLC and subsidiaries as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We and our subsidiary guarantor have filed with the SEC, a registration statement on Form S-4, including all required exhibits and schedules, under the Securities Act to register the offer and exchange of the exchange notes for the original notes. As is permitted by the rules and regulations of the SEC, this prospectus, which is part of the registration statement, omits some information, exhibits, schedules and undertakings set forth in the registration statement. For further information with respect to us, our subsidiary guarantor and the exchange offer, please refer to the registration statement.

        Following effectiveness of the registration statement, we will be required for some time period to file certain reports and documents with the SEC. In addition, the indenture relating to the notes also requires us to transmit to the holders of the notes and the Trustee, for so long as the notes are outstanding, the annual reports, quarterly reports and current reports that we are or would be required to file with the SEC under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 within the time period on which we are required to file or would be required to file if we were so subject. However, the reports filed with the Trustee are not required to comply with all of the same securities requirements as those filed with the SEC.

        You may read and, at prescribed rates, copy the registration statement at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the public reference room may be obtained by calling the SEC at (800) 732-0330. The SEC also maintains a website at http://www.sec.gov that contains reports and other information regarding registrants that make electronic filings with the SEC using its EDGAR system, and you may access the registration statement by means of the SEC website. You may also obtain a copy of the registration statement of which this prospectus forms a part, and other information that we file with the SEC, as well as certain agreements that we have entered into, such as the indenture and the senior secured credit facility without charge to you by making at written request to us at Starz, LLC, 8900 Liberty Circle, Englewood, Colorado 80112, (720) 852-7700.

152

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page Number
UNAUDITED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011 (Unaudited)		F-2
Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2012 and 2011 (Unaudited)		F-3
Condensed Consolidated Statements of Comprehensive Income for the Six Months Ended June 30, 2012 and 2011 (Unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (Unaudited)		F-5
Condensed Consolidated Statement of Member's Interest and Noncontrolling Interests for the Six Months Ended June 30, 2012 (Unaudited)		F-7
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-8
AUDITED FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm		F-30
Consolidated Balance Sheets as of December 31, 2011 and 2010		F-31
Consolidated Statements of Operations for the Years Ended December 31, 2011, 2010 and 2009		F-32
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011, 2010 and 2009		F-33
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009		F-34
Consolidated Statements of Member's Interest and Noncontrolling Interests for the Years Ended December 31, 2011, 2010 and 2009		F-36
Notes to Consolidated Financial Statements		F-37
FINANCIAL STATEMENT SCHEDULES:
Report and Consent of Independent Registered Public Accounting Firm		F-76
Schedule II. Valuation and Qualifying Accounts		F-77

F-1

Starz, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	June 30, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	1,156,962		$	1,099,887
Restricted cash		5,695			4,896
Trade accounts receivable, net of allowances of $23,294 and $38,335		235,669			241,026
Program rights		491,487			441,854
Deferred income taxes (Note 6)		1,395			10,114
Other current assets		35,445			31,336
Total current assets		1,926,653			1,829,113
Program rights		301,459			319,996
Property and equipment, net of accumulated depreciation of $154,605 and $151,375		93,466			98,531
Investment in films and television programs, net		146,363			183,942
Goodwill		131,760			131,760
Other assets, net		45,540			39,833
Total assets	$	2,645,241		$	2,603,175
Liabilities and Member's Interest and Noncontrolling Interests
Current liabilities:
Current portion of debt (Note 3)	$	16,744		$	4,129
Trade accounts payable		5,287			8,690
Accrued liabilities (Notes 4 and 7)		214,025			270,296
Accrued compensation related to long term incentive plan		8,819			33,854
Due to affiliates (Note 4)		39,046			53,836
Deferred revenue		25,249			26,734
Total current liabilities		309,170			397,539
Accrued long term incentive plan		390			2,751
Debt (Note 3)		526,264			540,915
Deferred income taxes (Note 6)		2,784			10,308
Other liabilities (Note 7)		9,351			8,561
Total liabilities		847,959			960,074
Member's interest		1,803,218			1,651,484
Noncontrolling interests in subsidiaries		(5,936	)		(8,383	)
Total member's interest and noncontrolling interests		1,797,282			1,643,101
Commitments and contingencies (Note 7)
Total liabilities and member's interest and noncontrolling interests	$	2,645,241		$	2,603,175

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

Starz, LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2012			2011
Revenue:
Programming networks and other services	$	728,878		$	679,919
Home video net sales		78,648			113,205
Total revenue		807,526			793,124
Costs and expenses:
Programming (including amortization) (Note 7)		340,253			312,453
Production and acquisition (including amortization)		75,448			58,979
Home video cost of sales		21,228			27,416
Operating		26,375			27,616
Advertising and marketing		56,035			65,129
General and administrative (Note 4)		52,871			52,123
Long term incentive plan and stock compensation (Note 5)		6,235			3,330
Depreciation and amortization		8,807			9,415
Total costs and expenses		587,252			556,461
Operating income		220,274			236,663
Other income (expense):
Interest expense, net of amounts capitalized (Note 3)		(9,330	)		(2,824	)
Other income, net		4,167			1,564
Income from continuing operations before income taxes		215,111			235,403
Income tax expense (Note 6)		(66,308	)		(102,402	)
Income from continuing operations		148,803			133,001
Loss from discontinued operations (including loss on sale of $2,310 in 2011), net of income taxes (Note 2)		—			(2,817	)
Net income		148,803			130,184
Net income attributable to noncontrolling interests		(2,296	)		(795	)
Net income attributable to member	$	146,507		$	129,389

See accompanying notes to unaudited condensed consolidated financial statements

F-3

Starz, LLC and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2012			2011
Net income	$	148,803		$	130,184
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments from continuing operations		(10	)		742
Foreign currency translation adjustments from discontinued operations		—			(5,946	)
Other comprehensive loss		(10	)		(5,204	)
Comprehensive income		148,793			124,980
Comprehensive income attributable to noncontrolling interests		(2,310	)		(841	)
Comprehensive income attributable to member	$	146,483		$	124,139

See accompanying notes to unaudited condensed consolidated financial statements.

F-4

Starz, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2012			2011
Operating activities:
Net income	$	148,803		$	130,184
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations		—			2,817
Long term incentive plan and stock compensation		6,235			3,330
Payments for long term incentive plan and restricted stock		(27,707	)		(5,926	)
Amortization of program rights		319,083			295,420
Amortization of investment in films and television programs		64,628			51,872
Depreciation and amortization		8,807			9,415
Deferred income taxes		1,307			24,755
Allowance for trade receivables		(15,041	)		1,178
Other non-cash items		1,691			1,887
Changes in assets and liabilities:
Restricted cash		(799	)		(19,344	)
Trade accounts receivable		20,398			5,418
Program rights		(280,601	)		(293,449	)
Other current assets		(2,327	)		1,062
Investment in films and television programs		(129,122	)		(76,255	)
Other assets		(10,623	)		(7,376	)
Trade accounts payable		(3,403	)		(1,813	)
Accrued liabilities		(23,848	)		(20,369	)
Due to affiliates		(15,231	)		76,839
Deferred revenue		(876	)		(4,081	)
Other liabilities		359			(439	)
Net cash provided by operating activities		61,733			175,125
Investing activities—purchases of property and equipment	$	(2,255	)	$	(1,781	)

(Continued)

F-5

Starz, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2012			2011
Financing activities:
Payments of debt	$	(2,036	)	$	(57,189	)
Debt issuance costs		(381	)		—
Contribution from noncontrolling owner of subsidiary		—			3,000
Settlement of derivative instruments		3			(2,863	)
Restricted cash		—			8,226
Net cash used in financing activities		(2,414	)		(48,826	)
Effect of exchange rate changes on cash and cash equivalents		11			117
Discontinued operations:
Net cash used in operating activities		—			(2,283	)
Net cash provided by financing activities		—			3,569
Effect of exchange rate changes on cash and cash equivalents held by discontinued operations		—			40
Cash held by discontinued operations upon sale		—			(3,144	)
Change in available cash held by discontinued operations		—			1,818
Net cash provided by discontinued operations		—			—
Net increase in cash and cash equivalents		57,075			124,635
Cash and cash equivalents:
Beginning of period		1,099,887			315,652
End of period	$	1,156,962		$	440,287
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	8,329		$	1,542
Cash paid for income taxes	$	86,816		$	2,958
Change in deferred tax assets due to sale of noncontrolling interest	$	—		$	143,322

See accompanying notes to unaudited condensed consolidated financial statements.

F-6

Starz, LLC and Subsidiaries

Condensed Consolidated Statement of Member's Interest and Noncontrolling Interests

(Unaudited)

Six Months Ended June 30, 2012

(in thousands)

	Member's Interest			Noncontrolling Interests			Total
Balance at January 1, 2012	$	1,651,484		$	(8,383	)	$	1,643,101
Net income		146,507			2,296			148,803
Other comprehensive income (loss)		(24	)		14			(10	)
Stock compensation		5,251			137			5,388
Balance at June 30, 2012	$	1,803,218		$	(5,936	)	$	1,797,282

See accompanying notes to unaudited condensed consolidated financial statements.

F-7

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

June 30, 2012

Note 1—Basis of Presentation and Description of Business

Presentation

        Starz, LLC (the "Company") is a wholly-owned subsidiary of Liberty Media Corporation ("LMC") (see Note 10 for subsequent events). The accompanying condensed consolidated financial statements include the accounts of Starz, LLC and its majority-owned and controlled subsidiaries, which includes Starz Entertainment, LLC ("Starz Entertainment") and Starz Media Group, LLC ("Starz Media"). In January 2011, the Company sold a 25% interest in Starz Media to The Weinstein Company, LLC ("TWC"). All intercompany balances and transactions have been eliminated in consolidation.

        The accompanying interim condensed consolidated financial statements are unaudited and include all adjustments considered necessary by management for a fair presentation of the Company's financial condition, results of operations and cash flows for the periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. Such condensed consolidated financial statements do not include all of the footnote disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company's December 31, 2011 audited consolidated financial statements.

Business

        The Company provides premium subscription video programming to United States multichannel video distributors, including cable operators, satellite television providers and telecommunications companies. The Company also develops, produces and acquires entertainment content and distributes this content to consumers in the United States and throughout the world.

        The Company is managed by and organized as follows:

Starz Channels

        Starz Channels' flagship premium networks are Starz and Encore. Starz, a first-run movie service, exhibits contemporary hit movies, original series, and documentaries. Encore airs first-run movies and classic contemporary movies. The Company's third network, MoviePlex, offers a variety of library content, art house, independent films and classic movies. Starz and Encore, along with MoviePlex, air across 17 linear networks complemented by On Demand and Internet services. Starz Channels' premium networks are offered by multichannel video distributors to their subscribers either on a fixed monthly price as part of a programming tier or package or on an à-la-carte basis.

Starz Distribution

        Starz Distribution includes the Company's Home Video, Digital Media and Worldwide Distribution businesses.

Home Video

        The Company, through its majority-owned subsidiary Anchor Bay Entertainment, LLC, sells or rents DVDs (standard definition and Blu-ray™) under the Anchor Bay and Manga brands, in the

F-8

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 1—Basis of Presentation and Description of Business (Continued)

United States, Canada, the United Kingdom, Australia and other international territories to the extent it has rights to such content in international territories. Anchor Bay develops and produces certain of its content and also acquires and licenses various titles from third parties. Anchor Bay also distributes other titles acquired or produced by the Company (including Overture Films, LLC's ("Overture Films") titles and Starz Channels' original programming content) and TWC's titles. These titles are sold to and distributed by regional and national retailers and other distributors, including Wal-Mart, Target, Best Buy, Ingram Entertainment, Amazon and Netflix.

Digital Media

        Digital Media performs digital distribution, licensing, syndication, content and vendor partnerships for the Company's owned content and content for which it has licensed digital ancillary rights (including Overture Films' titles) in the United States and throughout the world to the extent it has rights to such content in international territories. Digital Media receives fees for such services from a wide array of partners and distributors. These range from traditional multichannel video distributors, Internet/mobile distributors, game developers/publishers and consumer electronics companies. Digital Media also distributes Starz Channel's original programming content and TWC's titles.

Worldwide Distribution

        Worldwide Distribution (previously referred to as Television) exploits the Company's owned content and content for which it has licensed ancillary rights (including Overture Films' titles) on free or pay television in the United States and throughout the world on free or pay television and other media to the extent it has rights to such content in international territories. It also distributes Starz Channels' original programming content.

Starz Animation

        The Company, through its wholly-owned subsidiary Film Roman, LLC, develops and produces two-dimensional animated content on a for-hire basis for distribution theatrically and on television for various third party entertainment companies. See also Note 2—Discontinued Operations.

Use of Estimates

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company considers amortization of program rights, the fair value of goodwill and any related impairment, the development of ultimate revenue estimates associated with released films, the assessment of investment in films and television programs for impairment, valuation allowances associated with deferred income taxes and allowances for sales returns to be its most significant estimates. Actual results may differ from those estimates.

F-9

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 2—Discontinued Operations

        On March 3, 2011, the Company completed the sale of 92.5% of Starz Media Canada Co. ("Canada Co."), located in Toronto, Ontario, to a Canadian investor group and recognized a loss on the sale of $2.3 million during the six months ended June 30, 2011, before tax expense of $1.2 million. Subsequent to the sale, the Company maintains a 7.5% ownership interest, but does not have significant involvement with the ongoing operations of Canada Co. Canada Co. develops and produces three-dimensional animated content on a for-hire basis.

        The summarized statement of operations of Canada Co. for the six months ended June 30, 2011 included in discontinued operations in the condensed consolidated statements of operations is as follows (in thousands):

	Six Months Ended June 30, 2011
Revenue	$	1,354
Operating expense		(1,513	)
Advertising and marketing expense		(2	)
General and administrative expense		(114	)
Depreciation expense		(447	)
Operating loss		(722	)
Other expense		(61	)
Loss before income taxes		(783	)
Income tax benefit		1,500
Net income	$	717

Note 3—Debt

        Debt consists of the following (in thousands):

	June 30, 2012			December 31, 2011
Senior Secured Credit Facilities(a)	$	505,000		$	505,000
Transponder capital leases(b)		38,008			40,044
Total debt		543,008			545,044
Less current portion of debt		(16,744	)		(4,129	)
Debt	$	526,264		$	540,915

(a)

On November 16, 2011, the Company entered into a credit agreement that provides a $1,000.0 million revolving credit facility, with a $50.0 million sub-limit for standby letters of credit and $500.0 million of term loans (the "Senior Secured Credit Facilities"). At closing, the Company borrowed $500.0 million under the term loan facility and $5.0 million under the revolving credit facility. The term loans are scheduled to mature

F-10

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 3—Debt (Continued)

$25.0 million in 2013, $25.0 million in 2014, $50.0 million in 2015 and the remainder on November 16, 2016.


Interest on each loan under the Senior Secured Credit Facilities is payable at either an alternate base rate or LIBOR at the Company's election. Borrowings that are alternate base rate loans will bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.75% and 1.75% depending on the Company's consolidated leverage ratio, as defined in the Senior Secured Credit Facilities. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ¹/2 of 1% or (c) LIBOR for a one-month interest period plus 1%. Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.75% and 2.75% depending on the Company's consolidated leverage ratio.

As of June 30, 2012, the following borrowings and related LIBOR interest rates were outstanding under the Senior Secured Credit Facilities (dollars in thousands):

LIBOR period:	Interest Rate			Loan Amount
June 2012 - July 2012		1.99525	%	$	500,000
June 2012 - July 2012		1.99525	%		5,000
				$	505,000

(b)

The Company has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have an imputed annual interest rate of 5.5%.

Note 4—Related Party Transactions

Due to Affiliates

        The Company participates in LMC's employee benefit plans (medical, dental, life insurance, 401(k), etc.). Charges from LMC related to these benefits and other miscellaneous charges are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and aggregated $6.0 million and $6.3 million for the six months ended June 30, 2012 and 2011, respectively. Such amounts are invoiced by LMC on a monthly basis and are due upon receipt of the invoice by the Company. Amounts due to affiliate for such charges total $4.0 million as of June 30, 2012 and $3.6 million as of December 31, 2011.

        Due to affiliates at June 30, 2012 and December 31, 2011 also includes $35.0 million and $50.2 million, respectively, for amounts owed to LMC for income tax obligations.

Related Party

        The Company recognized participation expense of $36.4 million and $27.3 million, for TWC's share of the net proceeds under Anchor Bay's license agreement with TWC, for the six months ended June 30, 2012 and 2011, respectively. Such amounts are included in production and acquisition costs in

F-11

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 4—Related Party Transactions (Continued)

the accompanying condensed consolidated statements of operations. The Company's accrued advances payable to TWC totaled $34.7 million as of June 30, 2012 and $56.2 million as of December 31, 2011. Such amounts are included in accrued liabilities in the accompanying condensed consolidated balance sheets.

Note 5—Stock Options

        Pursuant to a LMC incentive plan, LMC has granted to certain of the Company's employees LMC's Liberty Capital stock options and restricted stock. As of June 30, 2012, the total unrecognized compensation cost related to the unvested stock options and restricted stock was approximately $40.7 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately three years.

        The awards granted in 2012 are summarized as follows:

	Options Granted		Weighted Average Grant-Date Fair Value
2012 Awards:
Stock options		646,500	$	39.77

        The stock option awards vest quarterly over a 4 year period and have a term of 7 years. The Company calculates the grant-date fair value for the stock options using the Black-Scholes Model. The expected term used in the Black-Scholes calculation is 4.50 years and the expected volatility is 54.16%. The expected volatility used in the calculation is based on the historical volatility of LMC's tracking stocks and the implied volatility of LMC's publicly traded options. The Company uses a zero dividend rate as the Company has not historically declared dividends and a risk-free rate of 0.72% which is derived from U.S. Treasury Bonds with a term similar to that of the subject options.

        The following table presents the number and weighted average exercise price ("WAEP") of the stock options:

	Options			WAEP
Outstanding at December 31, 2011		1,201,647		$	65.99
Granted		646,500		$	89.66
Exercised		(25,385	)	$	74.20
Forfeited		(39,366	)	$	82.79
Expired/cancelled		—		$	—
Outstanding at June 30, 2012		1,783,396		$	78.87
Exercisable at June 30, 2012		238,878		$	75.59

        At June 30, 2012, the weighted-average remaining contractual term of the outstanding options is 6.52 years and the exercisable options is 5.48 years.

F-12

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 6—Income Taxes

        The Company is a single member LLC, which is treated as a disregarded entity for U.S. federal income tax purposes. As such, it is included in the consolidated federal and state income tax returns of LMC. The income tax accounts and provision included in these condensed consolidated financial statements have been prepared as if the Company was a stand-alone federal and state taxpayer.

        Income tax expense consists of the following (in thousands):

	Six Months Ended June 30,
	2012			2011
Current:
Federal	$	66,298		$	72,465
State and local		(2,226	)		5,209
Foreign		929			(27	)
		65,001			77,647
Deferred:
Federal		(13,553	)		24,184
State and local		14,860			571
		1,307			24,755
Income tax expense	$	66,308		$	102,402

        Income tax expense differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following (in thousands):

	Six Months Ended June 30,
	2012			2011
Computed expected tax expense	$	75,030		$	81,304
State and local income taxes, net of federal income taxes		6,739			3,818
Foreign taxes, net of foreign tax credit		80			(2,287	)
Change in valuation allowance affecting tax expense		75,453			(222,461	)
Expiration of capital loss		—			241,934
Taxable liquidation of subsidiary		(99,879	)		—
Change in subsidiary tax status		8,809			—
Other, net		76			94
Income tax expense	$	66,308		$	102,402

        Effective April 1, 2012, Starz Media filed an election to convert itself from a limited liability company ("LLC") treated as a corporation to a partnership for U.S. federal and state income tax purposes. As a result of the conversion, the Company recognized a capital loss on the deemed liquidation of Starz Media. Based on the relevant accounting literature, the Company had not previously recorded a benefit for the tax basis in the stock of Starz Media. The capital loss of

F-13

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 6—Income Taxes (Continued)

$99.9 million (as tax effected) is being carried forward and is recorded as a long term deferred tax asset. The Company does not believe that it is more likely than not that it would be able to generate any capital gains to utilize any of this capital loss carryforward as a stand-alone taxpayer and as such, has recorded a full valuation allowance against this capital loss.

        In addition, under current U.S. federal and state tax law, LLC's treated as partnerships are not subject to income tax at the entity level. As such, the election to convert Starz Media to be treated as a partnership for income tax purposes resulted in the reversal of deferred tax assets related to Starz Media's deductible temporary differences of $15.9 million and the reversal of a valuation allowance offsetting these deferred tax assets of $15.9 million. Also, a deferred tax asset of $7.1 million was recorded for the difference between the book basis and the tax basis of the Company's investment in Starz Media as of April 1, 2012.

        The tax effects of temporary differences and loss carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30, 2012 and December 31, 2011 are presented below (in thousands):

	June 30, 2012			December 31, 2011
Deferred tax assets:
Tax loss and credit carryforwards	$	154,364		$	56,682
Allowance for doubtful accounts		142			14,216
Accrued stock compensation		9,993			19,301
Investments		13,341			6,747
Other future deductible amounts		7,992			12,124
Deferred tax assets		185,832			109,070
Valuation allowance		(154,364	)		(78,141	)
Deferred tax assets, net		31,468			30,929
Deferred tax liability:
Property and equipment		(23,696	)		(23,070	)
Intangible assets		(9,161	)		(8,053	)
Deferred tax liabilities		(32,857	)		(31,123	)
Net deferred tax liabilities	$	(1,389	)	$	(194	)

Note 7—Commitments and Contingencies

Programming Rights

        The Company has entered into an exclusive long-term licensing agreement for theatrically released films from the Walt Disney Company ("Disney") studios through 2015. The agreement provides the Company with exclusive pay TV rights to exhibit qualifying theatrically released live-action and animated feature films from Walt Disney Pictures, Walt Disney Animation Studios, Disney-Pixar,

F-14

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 7—Commitments and Contingencies (Continued)

Touchstone Pictures, Marvel Entertainment and Hollywood Pictures labels. Theatrically released films from DreamWorks Studios and Miramax Films are not licensed to the Company under the agreement. In addition, the Company is obligated to pay programming fees for all qualifying films that are released theatrically in the United States by Sony Pictures Entertainment Inc.'s Columbia Pictures, Screen Gems and Sony Pictures Classics ("Sony") through 2016, subject to certain limitations. The programming fees to be paid by the Company to Disney and Sony are based on the quantity and domestic theatrical exhibition receipts of qualifying films. The Company has also entered into agreements with a number of other motion picture producers and is obligated to pay fees for the rights to exhibit certain films that are released by these producers.

        The unpaid balance for film rights related to films that were available for exhibition at June 30, 2012 is reflected in accrued liabilities and in other liabilities in the accompanying condensed consolidated balance sheets. As of June 30, 2012, such liabilities aggregated approximately $71.6 million and are payable as follows: $66.3 million in 2012 and $5.3 million in 2013.

        Under the agreements with Disney and Sony, the Company is obligated to pay fees for the rights to exhibit films that have been released theatrically, but are not available for exhibition by the Company until some future date. In addition, the Company has agreed to pay Sony (i) a total of $95.0 million in two equal annual installments in 2013 and 2014, and (ii) a total of $120 million in three equal annual installments beginning in 2015. The estimated amounts payable under the Company's programming license agreements, including the Disney and Sony agreements, which have not been accrued as of June 30, 2012, are as follows: $113.9 million in 2012; $313.8 million in 2013; $73.1 million in 2014; $58.6 million in 2015; $51.4 million in 2016 and $58.3 million thereafter.

        The Company is also obligated to pay fees for films that have not yet been released in theatres by Disney and Sony. The Company is unable to estimate the amounts to be paid for films that have not yet been released in theatres; however, such amounts are expected to be significant.

        Total amortization of program rights was $319.1 million and $295.4 million for the six months ended June 30, 2012 and 2011, respectively. These amounts are included in programming costs in the accompanying condensed consolidated statements of operations.

Guarantees

        Canada Co. entered into an agreement with the Ontario government whereby Canada Co. is eligible to receive funds under the Canadian Next Generation of Jobs Fund Grant ("NGOJF") through the termination date of March 31, 2014. Starz Entertainment entered into a guarantee for any amounts owed to the Ontario government under the grant if Canada Co. does not meet its obligations. The maximum amount of the grant available and the guarantee is $23.0 million. The Ontario government can demand payment from Starz Entertainment if Canada Co. does not perform any of its obligations. The maximum potential amount payable under the guarantee is $8.5 million at June 30, 2012 and the Company has accrued $6.8 million related to this guarantee in accrued liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2012.

F-15

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 7—Commitments and Contingencies (Continued)

        As discussed in Note 2, the Company sold its controlling interest in Canada Co. on March 3, 2011. The terms of the guarantee have not changed.

        Starz Entertainment is the guarantor on two noncancelable operating leases in which an affiliate within each of the Starz Distribution and Starz Animation businesses is the tenant. The maximum potential amount payable under these guarantees is $15.1 million at June 30, 2012. Starz Entertainment does not currently expect to have to perform under these obligations. The leases expire in 2014 and 2016.

Legal Proceedings

        On March 9, 2011, the Company notified DISH Network L.L.C. ("DISH") that it breached its affiliation agreement with the Company by providing a free preview for one year of eight of the Starz and Encore channels to a substantial number of DISH customers without the Company's written approval. On May 3, 2011, the Company filed a lawsuit against DISH alleging that DISH breached its affiliation agreement with the Company in connection with such free preview. On May 2, 2011, Disney Enterprises, Inc. filed a lawsuit against DISH in connection with the same free preview and in addition, on July 19, 2011, FX Networks filed a separate lawsuit against DISH and the Company in connection with the same free preview. DISH filed a counterclaim against the Company in the first lawsuit, seeking indemnification from the Company against Disney Enterprises, Inc. in the second lawsuit and against FX Networks in the third lawsuit. The first lawsuit by the Company against DISH is expected to go to trial in April 2013. The third lawsuit by FX Networks is presently stayed and set for trial in April 2013. The resolution of these matters and its potential impact on the Company is uncertain at this time.

        In the normal course of business, the Company is subject to lawsuits and other claims. While it is not possible to predict the outcome of these matters, it is the opinion of management, based upon consultation with legal counsel, that the ultimate disposition of known proceedings, other than as discussed above, will not have a material adverse impact on our consolidated financial position, results of operations or liquidity.

Note 8—Information about Operating Segments

        The Company is primarily engaged in video programming and development, production, acquisition and distribution of entertainment content. The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as Adjusted OIBDA. Adjusted OIBDA is defined as revenue less programming costs, production and acquisition costs, home video cost of sales, operating expenses, advertising and marketing costs and general and administrative expenses. Our chief operating decision maker uses this measure of performance in conjunction with other measures to evaluate the operating segments and make decisions about allocating resources among the operating segments. The Company believes adjusted OIBDA is an important indicator of the operational strength and performance of its operating segments, including each operating segment's ability to service debt and fund investment in films and television programs. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies

F-16

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 8—Information about Operating Segments (Continued)

to improve performance. This measure of performance excludes phantom stock appreciation rights, long term incentive plan and stock compensation and depreciation and amortization that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, income from continuing operations before income taxes, net income, net cash provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

        The Company's reportable segments are strategic business units that offer different services. They are managed separately because each segment requires different technologies, content delivery methods and marketing strategies. The Company identifies its reportable segments as those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets. Starz Channels and Starz Distribution have been identified as reportable segments; however as the Company has only three operating segments, Starz Animation is also reported.

Performance Measures (in thousands):

	Six Months Ended June 30,
	2012			2011
Revenue:
Starz Channels	$	643,102		$	631,724
Starz Distribution		148,631			146,202
Starz Animation		21,437			23,035
Inter-segment eliminations		(5,644	)		(7,837	)
Total Revenue	$	807,526		$	793,124
Adjusted OIBDA:
Starz Channels	$	214,757		$	217,880
Starz Distribution		18,516			27,012
Starz Animation		(153	)		(3,204	)
Inter-segment eliminations		2,196			7,720
Total Adjusted OIBDA	$	235,316		$	249,408

F-17

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 8—Information about Operating Segments (Continued)

Other Information (in thousands):

	Six Months Ended June 30,
	2012		2011
Capitalized production and development spend:
Starz Channels	$	58,585	$	53,883
Starz Distribution		70,537		22,372
Starz Animation		—		—
Inter-segment eliminations		—		—
Total capitalized production and development spend	$	129,122	$	76,255

	June 30, 2012			December 31, 2011
Total assets
Starz Channels	$	2,439,928		$	2,357,580
Starz Distribution		139,381			162,659
Starz Animation		3,903			5,320
Other unallocated assets (primarily cash, deferred taxes and other assets)		141,967			136,753
Inter-segment eliminations		(79,938	)		(59,137	)
Total assets	$	2,645,241		$	2,603,175

        The following table provides a reconciliation of Adjusted OIBDA to income from continuing operations before income taxes (in thousands):

	Six Months Ended June 30,
	2012			2011
Consolidated Adjusted OIBDA	$	235,316		$	249,408
Long term incentive plan and stock compensation		(6,235	)		(3,330	)
Depreciation and amortization		(8,807	)		(9,415	)
Interest expense, including amounts due to affiliate, net of amounts capitalized		(9,330	)		(2,824	)
Other expense, net		4,167			1,564
Income from continuing operations before income taxes	$	215,111		$	235,403

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information

        As discussed in Note 10—Subsequent Events, Starz, LLC and Starz Finance Corp, a wholly-owned subsidiary of the Company which was incorporated in August of 2012, co-issued the Senior Notes (as defined in Note 10) which are fully and unconditionally guaranteed by Starz Entertainment. Starz Media, Film Roman and other immaterial subsidiaries of the Company ("Starz Media and Other Businesses") are not guarantors of the Senior Notes.

F-18

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

        The following tables set forth the consolidating financial information of the Company, which includes the financial information of Starz Entertainment, the guarantor:

Condensed Consolidating Balance Sheet Information—As of June 30, 2012

(in thousands)

	Starz Entertainment, LLC (Guarantor)		Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	1,020,996	$	127,329		$	8,637		$	—		$	1,156,962
Restricted cash		—		—			5,695			—			5,695
Trade accounts receivable, net		210,184		—			25,860			(375	)		235,669
Program rights		494,057		—			—			(2,570	)		491,487
Deferred income taxes		1,770		(375	)		—			—			1,395
Notes receivable from affiliates		62,769		—			—			(62,769	)		—
Other current assets		19,900		—			15,545			—			35,445
Total current assets		1,809,676		126,954			55,737			(65,714	)		1,926,653
Program rights		306,810		—			—			(5,351	)		301,459
Property and equipment, net		91,834		—			1,632			—			93,466
Investment in films and television programs, net		84,324		—			62,039			—			146,363
Goodwill		131,760		—			—			—			131,760
Other assets, net		15,524		9,305			29,584			(8,873	)		45,540
Investment in consolidated subsidiaries		—		1,772,163			—			(1,772,163	)		—
Total assets	$	2,439,928	$	1,908,422		$	148,992		$	(1,852,101	)	$	2,645,241
Liabilities and Member's Interest (Deficit) and Noncontrolling Interests
Current liabilities:
Current portion of debt	$	16,744	$	12,500		$	—		$	(12,500	)	$	16,744
Trade accounts payable		3,924		—			1,363			—			5,287
Accrued liabilities		128,665		867			92,755			(8,262	)		214,025
Accrued compensation related to long term incentive plan		8,819		—			—			—			8,819
Notes payable due to affiliate		—		—			62,769			(62,769	)		—
Due to (from) affiliates		407,228		(373,700	)		432			5,086			39,046
Deferred revenue		19,667		—			5,858			(276	)		25,249
Total current liabilities		585,047		(360,333	)		163,177			(78,721	)		309,170
Accrued long term incentive plan		390		—			—			—			390
Debt		526,264		492,500			—			(492,500	)		526,264
Deferred income taxes		24,914		(21,027	)		—			(1,103	)		2,784
Other liabilities		4,722		—			9,744			(5,115	)		9,351
Total liabilities		1,141,337		111,140			172,921			(577,439	)		847,959
Member's interest (deficit)		1,298,591		1,803,218			(23,796	)		(1,274,795	)		1,803,218
Noncontrolling interests in subsidiaries		—		(5,936	)		(133	)		133			(5,936	)
Total member's interest (deficit) and noncontrolling interests		1,298,591		1,797,282			(23,929	)		(1,274,662	)		1,797,282
Total liabilities and member's interest (deficit) and noncontrolling interests	$	2,439,928	$	1,908,422		$	148,992		$	(1,852,101	)	$	2,645,241

F-19

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Balance Sheet Information—As of December 31, 2011
(in thousands)

	Starz Entertainment, LLC (Guarantor)		Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	965,400	$	125,261		$	9,226		$	—		$	1,099,887
Restricted cash		—		—			4,896			—			4,896
Trade accounts receivable, net		204,457		—			36,865			(296	)		241,026
Program rights		446,995		—			—			(5,141	)		441,854
Deferred income taxes		8,616		1,498			—			—			10,114
Notes receivable from affiliates		38,352		—			—			(38,352	)		—
Other current assets		18,961		—			12,375			—			31,336
Total current assets		1,682,781		126,759			63,362			(43,789	)		1,829,113
Program rights		325,473		—			—			(5,477	)		319,996
Property and equipment, net		95,968		—			2,563			—			98,531
Investment in films and television programs, net		106,720		—			77,222			—			183,942
Goodwill		131,760		—			—			—			131,760
Other assets, net		14,878		9,938			24,888			(9,871	)		39,833
Investment in consolidated subsidiaries		—		1,619,020			—			(1,619,020	)		—
Total assets	$	2,357,580	$	1,755,717		$	168,035		$	(1,678,157	)	$	2,603,175
Liabilities and Member's Interest (Deficit) and Noncontrolling Interests
Current liabilities:
Current portion of debt	$	4,129	$	—		$	—		$	—		$	4,129
Trade accounts payable		6,509		—			2,181			—			8,690
Accrued liabilities		137,085		938			140,433			(8,160	)		270,296
Accrued compensation related to long term incentive plan		33,854		—			—			—			33,854
Notes payable due to affiliate		—		—			38,352			(38,352	)		—
Due to (from) affiliates		427,650		(377,255	)		—			3,441			53,836
Deferred revenue		16,888		—			9,846			—			26,734
Total current liabilities		626,115		(376,317	)		190,812			(43,071	)		397,539
Accrued long term incentive plan		2,751		—			—			—			2,751
Debt		540,915		505,000			—			(505,000	)		540,915
Deferred income taxes		28,473		(16,067	)		—			(2,098	)		10,308
Other liabilities		4,510		—			9,443			(5,392	)		8,561
Total liabilities		1,202,764		112,616			200,255			(555,561	)		960,074
Member's interest (deficit)		1,154,816		1,651,484			(32,195	)		(1,122,621	)		1,651,484
Noncontrolling interests in subsidiaries		—		(8,383	)		(25	)		25			(8,383	)
Total member's interest (deficit) and noncontrolling interests		1,154,816		1,643,101			(32,220	)		(1,122,596	)		1,643,101
Total liabilities and member's interest (deficit) and noncontrolling interests	$	2,357,580	$	1,755,717		$	168,035		$	(1,678,157	)	$	2,603,175

F-20

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Operations Information—For the Six Months Ended June 30, 2012

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	662,953		$	—		$	74,451		$	(8,526	)	$	728,878
Home video net sales		8,078			—			72,186			(1,616	)		78,648
Total revenue		671,031			—			146,637			(10,142	)		807,526
Costs and expenses:
Programming (including amortization)		344,165			—			—			(3,912	)		340,253
Production and acquisition (including amortization)		10,890			—			64,413			145			75,448
Home video cost of sales		4,108			—			18,736			(1,616	)		21,228
Operating		10,297			—			23,034			(6,956	)		26,375
Advertising and marketing		43,624			—			12,411			—			56,035
General and administrative		35,396			20			17,455			—			52,871
Stock compensation		5,694			—			541			—			6,235
Depreciation and amortization		6,338			—			2,469			—			8,807
Total costs and expenses		460,512			20			139,059			(12,339	)		587,252
Operating income (loss)		210,519			(20	)		7,578			2,197			220,274
Other income (expense):
Interest expense, net of amounts capitalized		(9,258	)		(8,516	)		(72	)		8,516			(9,330	)
Interest income (expense), related party		2,479			—			(2,479	)		—			—
Share of earnings of consolidated subsidiaries		—			146,261			—			(146,261	)		—
Other income (expense), net		3,196			922			(341	)		390			4,167
Income from continuing operations before income taxes		206,936			138,647			4,686			(135,158	)		215,111
Income tax benefit (expense)		(75,530	)		10,156			3,174			(4,108	)		(66,308	)
Net income		131,406			148,803			7,860			(139,266	)		148,803
Net loss (income) attributable to noncontrolling interests		—			(2,296	)		108			(108	)		(2,296	)
Net income attributable to member	$	131,406		$	146,507		$	7,968		$	(139,374	)	$	146,507

F-21

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Comprehensive Income Information—For the Six Months Ended June 30, 2012

(in thousands)

	Starz Entertainment, LLC (Guarantor)		Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Net income	$	131,406	$	148,803		$	7,860		$	(139,266	)	$	148,803
Other comprehensive loss, net of taxes:
Foreign currency translation adjustments		—		(10	)		(10	)		10			(10	)
Other comprehensive loss		—		(10	)		(10	)		10			(10	)
Comprehensive income		131,406		148,793			7,850			(139,256	)		148,793
Comprehensive loss (income) attributable to noncontrolling interests		—		(2,310	)		108			(108	)		(2,310	)
Comprehensive income attributable to member	$	131,406	$	146,483		$	7,958		$	(139,364	)	$	146,483

F-22

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Operations Information—For the Six Months Ended June 30, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	642,387		$	—		$	46,628		$	(9,096	)	$	679,919
Home video net sales		8,551			—			106,364			(1,710	)		113,205
Total revenue		650,938			—			152,992			(10,806	)		793,124
Costs and expenses:
Programming (including amortization)		323,630			—			—			(11,177	)		312,453
Production and acquisition (including amortization)		7,185			—			51,794			—			58,979
Home video cost of sales		3,897			—			25,229			(1,710	)		27,416
Operating		9,888			—			23,446			(5,718	)		27,616
Advertising and marketing		43,945			—			21,184			—			65,129
General and administrative		33,983			75			18,065			—			52,123
Long term incentive plan and stock compensation		3,124			—			206			—			3,330
Depreciation and amortization		6,510			—			2,905			—			9,415
Total costs and expenses		432,162			75			142,829			(18,605	)		556,461
Operating income (loss)		218,776			(75	)		10,163			7,799			236,663
Other income (expense):
Interest expense, net of amounts capitalized		(748	)		—			(2,076	)		—			(2,824	)
Interest income (expense), related party		883			—			(883	)		—			—
Share of earnings of consolidated subsidiaries		—			141,008			—			(141,008	)		—
Other income (expense), net		(2,321	)		5			606			3,274			1,564
Income from continuing operations before income taxes		216,590			140,938			7,810			(129,935	)		235,403
Income tax expense		(80,930	)		(11,030	)		(6,345	)		(4,097	)		(102,402	)
Income from continuing operations		135,660			129,908			1,465			(134,032	)		133,001
Income (loss) from discontinued operations, net of income taxes		—			276			(3,093	)		—			(2,817	)
Net income (loss)		135,660			130,184			(1,628	)		(134,032	)		130,184
Net loss (income) attributable to noncontrolling interests		—			(795	)		220			(220	)		(795	)
Net income (loss) attributable to member	$	135,660		$	129,389		$	(1,408	)	$	(134,252	)	$	129,389

F-23

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Comprehensive Income (Loss) Information—For the Six Months Ended June 30, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)		Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Net income (loss)	$	135,660	$	130,184		$	(1,628	)	$	(134,032	)	$	130,184
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments from continuing operations		—		742			742			(742	)		742
Foreign currency translation adjustments from discontinued operations		—		(5,946	)		(5,946	)		5,946			(5,946	)
Other comprehensive loss		—		(5,204	)		(5,204	)		5,204			(5,204	)
Comprehensive income (loss)		135,660		124,980			(6,832	)		(128,828	)		124,980
Comprehensive loss (income) attributable to noncontrolling interests		—		(841	)		220			(220	)		(841	)
Comprehensive income (loss) attributable to member	$	135,660	$	124,139		$	(6,612	)	$	(129,048	)	$	124,139

F-24

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Cash Flows' Information—For the Six Months Ended June 30, 2012

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Operating activities:
Net income	$	131,406		$	148,803		$	7,860		$	(139,266	)	$	148,803
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock compensation		5,695			—			540			—			6,235
Payments for long term incentive plan and restricted stock		(27,707	)		—			—			—			(27,707	)
Amortization of program rights		322,995			—			—			(3,912	)		319,083
Amortization of investment in films and television programs		9,701			—			54,927			—			64,628
Depreciation and amortization		6,338			—			2,469			—			8,807
Share of earnings of consolidated subsidiaries		—			(146,261	)		—			146,261			—
Deferred income taxes		3,287			(2,976	)		—			996			1,307
Allowance for trade receivables		(658	)		—			(14,383	)		—			(15,041	)
Other non-cash items		6,920			1,014			2,304			(8,547	)		1,691
Changes in assets and liabilities:
Restricted cash		—			—			(799	)		—			(799	)
Trade accounts receivable		(5,069	)		—			25,388			79			20,398
Program rights		(281,746	)		—			—			1,145			(280,601	)
Other current assets		825			—			(3,152	)		—			(2,327	)
Investment in films and television programs		(58,585	)		—			(70,537	)		—			(129,122	)
Other assets		(2,179	)		—			(8,444	)		—			(10,623	)
Trade accounts payable		(2,585	)		—			(818	)		—			(3,403	)
Accrued liabilities		(6,709	)		(71	)		(17,036	)		(32	)		(23,848	)
Due to / from affiliates		(21,116	)		1,940			669			3,276			(15,231	)
Deferred revenue		2,779			—			(3,655	)		—			(876	)
Other liabilities		390			—			(31	)		—			359
Net cash provided by (used in) operating activities		83,982			2,449			(24,698	)		—			61,733
Investing activities—purchases of property and equipment	$	(2,204	)	$	—		$	(51	)	$	—		$	(2,255	)

(Continued)

F-25

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Cash Flows' Information (Continued)—For the Six Months Ended June 30, 2012

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations		Consolidated Starz, LLC
Financing activities:
Payments of debt	$	(2,036	)	$	—		$	—		$	—	$	(2,036	)
Debt issuance costs		—			(381	)		—			—		(381	)
Borrowings under notes payable to affiliate		(32,494	)		—			32,494			—		—
Payments under notes payable to affiliate		8,092			—			(8,092	)		—		—
Net advances to / from affiliates		253			—			(253	)		—		—
Settlement of derivative instruments		3			—			—			—		3
Net cash provided by (used in) financing activities		(26,182	)		(381	)		24,149			—		(2,414	)
Effect of exchange rate changes on cash and cash equivalents		—			—			11			—		11
Net increase (decrease) in cash and cash equivalents		55,596			2,068			(589	)		—		57,075
Cash and cash equivalents:
Beginning of period		965,400			125,261			9,226			—		1,099,887
End of period	$	1,020,996		$	127,329		$	8,637		$	—	$	1,156,962
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	742		$	7,489		$	98		$	—	$	8,329
Cash paid for income taxes	$	83,429		$	—		$	3,387		$	—	$	86,816

F-26

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Cash Flows' Information—For the Six Months Ended June 30, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Operating activities:
Net income (loss)	$	135,660		$	130,184		$	(1,628	)	$	(134,032	)	$	130,184
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss from discontinued operations		—			—			2,817			—			2,817
Long term incentive plan and stock compensation		3,124			—			206			—			3,330
Payments for long term incentive plan		(5,926	)		—			—			—			(5,926	)
Amortization of program rights		306,597			—			—			(11,177	)		295,420
Amortization of investment in films and television programs		5,065			—			46,807			—			51,872
Depreciation and amortization		6,510			—			2,905			—			9,415
Share of earnings of consolidated subsidiaries		—			(141,008	)		—			141,008			—
Deferred income taxes		13,255			17,089			—			(5,589	)		24,755
Allowance for trade receivables		437			—			741			—			1,178
Other non-cash items		(48	)		—			1,935			—			1,887
Changes in assets and liabilities:
Restricted cash		—			—			(19,344	)		—			(19,344	)
Trade accounts receivable		12,059			—			(3,578	)		(3,063	)		5,418
Program rights		(299,550	)		—			—			6,101			(293,449	)
Other current assets		(1,104	)		—			2,166			—			1,062
Investment in films and television programs		(53,883	)		—			(22,372	)		—			(76,255	)
Other assets		(7,836	)		—			460			—			(7,376	)
Trade accounts payable		(1,898	)		—			85			—			(1,813	)
Accrued liabilities		(143	)		(1,508	)		(15,598	)		(3,120	)		(20,369	)
Due to / from affiliates		65,371			(4,649	)		6,262			9,855			76,839
Deferred revenue		(618	)		—			(3,480	)		17			(4,081	)
Other liabilities		(52	)		—			(387	)		—			(439	)
Net cash provided by (used in) operating activities		177,020			108			(2,003	)		—			175,125
Investing activities—purchases of property and equipment	$	(1,673	)	$	—		$	(108	)	$	—		$	(1,781	)

(Continued)

F-27

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 9—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Condensed Consolidating Statement of Cash Flows' Information (Continued)—For the Six Months Ended June 30, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)		Starz Media and Other Businesses (Non-Guarantors)			Eliminations		Consolidated Starz, LLC
Financing activities:
Payments of debt	$	(1,927	)	$	—	$	(55,262	)	$	—	$	(57,189	)
Borrowings under notes payable to affiliate		(70,079	)		—		70,079			—		—
Payments under notes payable to affiliate		12,565			—		(12,565	)		—		—
Net advances to / from affiliates		(4,533	)		—		4,533			—		—
Contribution from noncontrolling owner of subsidiary		—			3,000		—			—		3,000
Settlement of derivative instruments		—			—		(2,863	)		—		(2,863	)
Restricted cash		—			—		8,226			—		8,226
Net cash provided by (used in) financing activities		(63,974	)		3,000		12,148			—		(48,826	)
Effect of exchange rate changes on cash and cash equivalents		—			—		117			—		117
Discontinued operations:
Net cash used in operating activities		—			—		(2,283	)		—		(2,283	)
Net cash provided by financing activities		—			—		3,569			—		3,569
Effect of exchange rate changes on cash and cash equivalents held by discontinued operations		—			—		40			—		40
Cash held by discontinued operations upon sale		—			—		(3,144	)		—		(3,144	)
Change in available cash held by discontinued operations		—			—		1,818			—		1,818
Net cash provided by discontinued operations		—			—		—			—		—
Net increase in cash and cash equivalents		111,373			3,108		10,154			—		124,635
Cash and cash equivalents:
Beginning of period		306,157			—		9,495			—		315,652
End of period	$	417,530		$	3,108	$	19,649		$	—	$	440,287
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	748		$	—	$	794		$	—	$	1,542
Cash paid for income taxes	$	904		$	—	$	2,054		$	—	$	2,958
Change in deferred tax assets due to sale of noncontrolling interest	$	—		$	143,322	$	—		$	—	$	143,322

F-28

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

June 30, 2012

Note 10—Subsequent Events

        During August 2012, LMC's Board of Directors authorized a plan to distribute to the stockholders of LMC shares of a subsidiary that will hold all of the businesses, assets and liabilities of LMC not associated with Starz, LLC (the "Spin-Off"). The transaction will be effected as a pro-rata dividend of shares, expected to be on a 1 to1 ration, of Liberty Spinco, Inc ("Liberty Spinco"), a newly created subsidiary to the stockholders of LMC. The subsidiary, which would become a separate public company, upon the completion of the Spin-off will be renamed Liberty Media Corporation. The businesses, assets and liabilities not included in Liberty Spinco will remain part of a separate public company to be named Starz. In connection with the reorganization transaction, LMC currently contemplates that the Company will pay a total cash dividend of $1,800.0 million to LMC, (inclusive of $400.0 million in cash dividends paid since June 30, 2012). The Spin-Off is subject to various conditions, but is expected to occur in late 2012 or early 2013. Following the Spin-Off, Liberty Spinco and Starz will operate independently, and neither will have any stock ownership, beneficial or otherwise, in the other.

        Additionally, in connection with the plan to separate the assets of LMC and the Company, the Company will distribute its corporate office building and related building improvements to LMC and enter into a capital lease with LMC to leaseback the facilities from LMC. The terms of such lease are still being negotiated. The net book value of the building and building improvements at June 30, 2012 was approximately $50.0 million.

        On September 13, 2012, the Company and Starz Finance Corp. co-issued $500.0 million of 5% Senior Notes due September 15, 2019 (the "Senior Notes"). Starz Finance Corp. is a wholly-owned subsidiary of the Company and was formed for the sole purpose of co-issuing the Senior Notes. Starz Finance Corp. does not have and will not have any operations, assets or subsidiaries of its own. The Senior Notes pay interest semi-annually on September 15 and March 15 of each year. The Senior Notes are guaranteed jointly and severally by Starz Entertainment and Starz Finance Corp. The Company used the net proceeds and cash on hand to repay the $500.0 million term loan under the Senior Secured Credit Facilities.

F-29

Report of Independent Registered Public Accounting Firm

The Member
Starz, LLC

        We have audited the accompanying consolidated balance sheets of Starz, LLC and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income, cash flows, and member's interest and noncontrolling interests for each of the years in the three-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Starz, LLC and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Denver, Colorado
April 27, 2012, except as to note 13, which is as of October 23, 2012

F-30

Starz, LLC and Subsidiaries

Consolidated Balance Sheets

December 31, 2011 and 2010

(in thousands)

	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	1,099,887		$	315,652
Restricted cash (Note 6)		4,896			8,226
Trade accounts receivable, net of allowances of $38,335 and $30,690		241,026			224,341
Program rights		441,854			411,166
Deferred income taxes (Note 10)		10,114			7,479
Other current assets		31,336			18,833
Assets of discontinued operations		—			14,511
Total current assets		1,829,113			1,000,208
Program rights		319,996			322,911
Property and equipment, net (Note 4)		98,531			104,717
Investment in films and television programs, net (Note 5)		183,942			120,701
Deferred income taxes (Note 10)		—			153,121
Goodwill (Note 12)		131,760			131,760
Other assets, net		39,833			30,617
Assets of discontinued operations		—			28,967
Total assets	$	2,603,175		$	1,893,002
Liabilities and Member's Interest and Noncontrolling Interests
Current liabilities:
Current portion of debt (Note 6)	$	4,129		$	58,244
Trade accounts payable		8,690			7,698
Accrued liabilities (Notes 7 and 11)		270,296			183,716
Accrued compensation related to long term incentive plan (Note 9)		33,854			6,655
Due to affiliates (Note 8)		53,836			687
Deferred revenue		26,734			25,733
Liabilities of discontinued operations		—			13,248
Total current liabilities		397,539			295,981
Accrued long term incentive plan (Note 9)		2,751			37,458
Debt (Note 6)		540,915			40,970
Deferred income taxes (Note 10)		10,308			—
Other liabilities (Note 11)		8,561			8,306
Liabilities of discontinued operations		—			1,106
Total liabilities		960,074			383,821
Member's interest		1,651,484			1,508,681
Noncontrolling interests in subsidiaries		(8,383	)		500
Total member's interest and noncontrolling interests		1,643,101			1,509,181
Commitments and contingencies (Note 11)
Total liabilities and member's interest and noncontrolling interests	$	2,603,175		$	1,893,002

See accompanying notes to consolidated financial statements.

F-31

Starz, LLC and Subsidiaries

Consolidated Statements of Operations

Years Ended December 31, 2011, 2010 and 2009

(in thousands)

	2011			2010			2009
Revenue:
Programming networks and other services	$	1,372,141		$	1,380,349		$	1,354,978
Home video net sales		241,892			224,988			167,619
Total revenue		1,614,033			1,605,337			1,522,597
Costs and expenses:
Programming costs (including amortization) (Note 11)		651,249			647,817			641,477
Production and acquisition costs (including amortization)		158,789			177,954			107,122
Home video cost of sales		62,440			69,815			63,296
Operating expenses		53,703			73,260			79,963
Advertising and marketing (Note 12)		132,183			175,417			229,335
General and administrative (Note 8)		106,081			125,421			121,792
Phantom stock appreciation rights, long term incentive plan and stock compensation (Note 9)		7,078			39,468			35,142
Depreciation and amortization		17,907			20,468			23,470
Total costs and expenses		1,189,430			1,329,620			1,301,597
Operating income		424,603			275,717			221,000
Other expense:
Interest expense, including amounts due to affiliate of none, $16,054 and $20,431, net of amounts capitalized (Notes 6 and 8)		(5,012	)		(20,932	)		(27,188	)
Other expense, net		(3,505	)		(542	)		(4,719	)
Income from continuing operations before income taxes		416,086			254,243			189,093
Income tax expense (Note 10)		(172,189	)		(98,764	)		(71,006	)
Income from continuing operations		243,897			155,479			118,087
Income (loss) from discontinued operations (including loss on sale of $12,114 in 2011), net of income taxes (Note 3)		(7,486	)		3,315			1,253
Net income		236,411			158,794			119,340
Net loss attributable to noncontrolling interests		3,273			—			—
Net income attributable to member	$	239,684		$	158,794		$	119,340

See accompanying notes to consolidated financial statements.

F-32

Starz, LLC and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2011, 2010 and 2009

(in thousands)

	2011			2010			2009
Net income	$	236,411		$	158,794		$	119,340
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments from continuing operations		(529	)		1,167			4,566
Foreign currency translation adjustments from discontinued operations		(5,946	)		(1,172	)		(2,958	)
Other comprehensive income (loss)		(6,475	)		(5	)		1,608
Comprehensive income		229,936			158,789			120,948
Comprehensive loss attributable to noncontrolling interests		3,447			—			—
Comprehensive income attributable to member	$	233,383		$	158,789		$	120,948

See accompanying notes to consolidated financial statements.

F-33

Starz, LLC and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2011, 2010 and 2009

(in thousands)

	2011			2010			2009
Operating activities:
Net income	$	236,411		$	158,794		$	119,340
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (income) from discontinued operations		7,486			(3,315	)		(1,253	)
Phantom stock appreciation rights, long term incentive plan and stock compensation		7,078			39,468			35,142
Payments of phantom stock appreciation rights and long term incentive plan		(7,696	)		(196,232	)		(2,565	)
Amortization of program rights		611,041			611,615			607,501
Amortization of investment in films and television programs		126,102			116,928			75,321
Depreciation and amortization		17,907			20,468			23,470
Noncash interest on debt due to affiliate		—			16,313			13,498
Deferred income taxes		37,023			52,954			18,999
Other non-cash items		11,014			2,808			5,775
Changes in assets and liabilities:
Restricted cash		(4,896	)		—			—
Trade accounts receivable		(23,378	)		4,338			32,052
Program rights		(554,341	)		(532,566	)		(552,220	)
Investment in films and television programs		(213,655	)		(117,035	)		(140,792	)
Other current assets		3,734			8,633			5,806
Other assets		(4,561	)		(3,461	)		1,527
Trade accounts payable		992			183			(2,777	)
Accrued liabilities		2,610			12,066			(244	)
Due to affiliates		89,271			(1,554	)		97
Deferred revenue		6,716			5,675			(25,442	)
Other liabilities		(885	)		(4,941	)		(1,159	)
Net cash provided by operating activities		347,973			191,139			212,076
Investing activities—purchases of property and equipment	$	(7,723	)	$	(7,099	)	$	(10,018	)

(Continued)

F-34

Starz, LLC and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

Years Ended December 31, 2011, 2010 and 2009

(in thousands)

	2011			2010			2009
Financing activities:
Borrowings of debt	$	505,000		$	129,343		$	115,800
Payments of debt		(59,170	)		(202,035	)		(130,316	)
Debt issuance costs		(10,191	)		—			—
Borrowings under note payable due to affiliate		—			—			94,000
Payments of note payable due to affiliate		—			—			(72,173	)
Contribution from affiliate		—			15,000			—
Contribution from noncontrolling owner of subsidiary		3,000			500			—
Distributions to affiliate		—			(75,221	)		(65,993	)
Settlement of derivative instruments		(2,863	)		(6,301	)		(6,920	)
Restricted cash		8,226			10,300			(9,468	)
Net cash provided by (used in) financing activities		444,002			(128,414	)		(75,070	)
Effect of exchange rate changes on cash and cash equivalents		(17	)		59			243
Discontinued operations:
Net cash provided by (used in) operating activities		(2,283	)		753			12,847
Net cash used in investing activities		—			(1,836	)		(1,213	)
Net cash provided by (used in) financing activities		3,569			(1,390	)		6,664
Effect of exchange rate changes on cash and cash equivalents held by discontinued operations		40			85			92
Cash held by discontinued operations upon sale		(3,144	)		—			—
Change in available cash held by discontinued operations		1,818			3,460			(4,723	)
Net cash provided by discontinued operations		—			1,072			13,667
Net increase in cash and cash equivalents		784,235			56,757			140,898
Cash and cash equivalents:
Beginning of year		315,652			258,895			117,997
End of year	$	1,099,887		$	315,652		$	258,895
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	2,679		$	3,776		$	13,092
Cash paid for income taxes	$	44,793		$	120,706		$	117,694
Change in deferred tax assets due to sale of noncontrolling interest (Note 10)	$	141,135		$	—		$	—
Contribution of notes receivable from affiliate (Note 8)	$	—		$	426,254		$	—
Distribution of notes receivable to affiliate (Note 8)	$	—		$	489,134		$	—

See accompanying notes to consolidated financial statements.

F-35

Starz, LLC and Subsidiaries

Consolidated Statements of Member's Interest and Noncontrolling Interests

Years Ended December 31, 2011, 2010 and 2009

(in thousands)

	Member's Interest			Notes Receivable From Affiliate			Noncontrolling Interests			Total
Balance at January 1, 2009	$	1,414,943		$	(489,134	)	$	—		$	925,809
Net income		119,340			—			—			119,340
Other comprehensive income		1,608			—			—			1,608
Distributions to affiliate (Note 8)		(65,993	)		—			—			(65,993	)
Balance at December 31, 2009		1,469,898			(489,134	)		—			980,764
Net income		158,794			—			—			158,794
Other comprehensive loss		(5	)		—			—			(5	)
Distributions to affiliate (Note 8)		(75,221	)		—			—			(75,221	)
Contribution of notes receivable from affiliate (Note 8)		426,254			—			—			426,254
Distribution of notes receivable to affiliate (Note 8)		(489,134	)		489,134			—			—
Contribution from affiliate		15,000			—			—			15,000
Stock compensation		3,095			—			—			3,095
Contribution from noncontrolling owner of subsidiary		—			—			500			500
Balance at December 31, 2010		1,508,681			—			500			1,509,181
Net income (loss)		239,684			—			(3,273	)		236,411
Other comprehensive loss		(6,301	)		—			(174	)		(6,475	)
Contribution from affiliate (Note 8)		36,617			—			—			36,617
Change in deferred tax assets due to sale of noncontrolling interest (Note 10)		(141,135	)		—			—			(141,135	)
Stock compensation		5,352			—			150			5,502
Contribution from noncontrolling owner of subsidiary		—			—			3,000			3,000
Allocate member's interest in deficit to noncontrolling interest		8,586			—			(8,586	)		—
Balance at December 31, 2011	$	1,651,484		$	—		$	(8,383	)	$	1,643,101

See accompanying notes to consolidated financial statements.

F-36

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2011, 2010 and 2009

Note 1—Basis of Presentation and Description of Business

        Starz, LLC (the "Company") is a wholly-owned subsidiary of Liberty Media Corporation ("LMC") (see Note 15 for subsequent events). The Company provides premium subscription video programming to United States multichannel video distributors, including cable operators, satellite television providers and telecommunications companies. The Company also develops, produces and acquires entertainment content and distributes this content to consumers in the United States and throughout the world.

        On January 28, 2011, the Company sold a 25% interest in Starz Media Group, LLC ("Starz Media"), a previously wholly-owned subsidiary, to The Weinstein Company LLC ("TWC") for cash consideration of $3.0 million.

        In July 2010, the Company elected to shut down its majority-owned subsidiary Overture Films, LLC ("Overture Films"). Prior to its shut down, Overture Films produced, acquired and distributed motion pictures in theatres in the United States. Overture Films used third party distributors to distribute its films outside the United States to the extent it held rights to such films in international territories. Overture Films' final three films were released theatrically during the fourth quarter of 2010. The Overture Films' library of films was retained by the Company and will continue to be exploited.

        The Company is managed and organized as follows:

Starz Channels

        Starz Channels' flagship premium networks are Starz and Encore. Starz, a first-run movie service, exhibits contemporary hit movies, original series, and documentaries. Encore airs first-run movies and classic contemporary movies. The Company's third network, MoviePlex, offers a variety of library content, art house, independent films and classic movies. Starz and Encore, along with MoviePlex, air across 17 linear networks complemented by On Demand and Internet services. Starz Channels' premium networks are offered by multichannel video distributors to their subscribers either on a fixed monthly price as part of a programming tier or package or on an à-la-carte basis.

Starz Distribution

        Starz Distribution includes the Company's Home Video, Digital Media and Worldwide Distribution businesses.

Home Video

        The Company, through its majority-owned subsidiary Anchor Bay Entertainment, sells or rents DVDs (standard definition and Blu-ray™) under the Anchor Bay and Manga brands, in the United States, Canada, the United Kingdom, Australia and other international territories to the extent it has rights to such content in international territories. Anchor Bay develops and produces certain of its content and also acquires and licenses various titles from third parties. Anchor Bay also distributes other titles acquired or produced by the Company (including Overture Films' titles and Starz Channels' original programming content) and TWC's titles. These titles are sold to and distributed by regional and national retailers and other distributors, including Wal-Mart, Target, Best Buy, Ingram Entertainment, Amazon and Netflix.

F-37

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 1—Basis of Presentation and Description of Business (Continued)

Digital Media

        Digital Media performs digital distribution, licensing, syndication, content and vendor partnerships for the Company's owned content and content for which it has licensed digital ancillary rights (including Overture Films' titles) in the United States and throughout the world to the extent it has rights to such content in international territories. Digital Media receives fees for such services from a wide array of partners and distributors. These range from traditional multichannel video distributors, Internet/mobile distributors, game developers/publishers and consumer electronics companies. Digital Media also distributes Starz Channel's original programming content and TWC's titles.

Worldwide Distribution

        Worldwide Distribution (previously referred to as Television) exploits the Company's owned content and content for which it has licensed ancillary rights (including Overture Films' titles) on free or pay television in the United States and throughout the world on free or pay television and other media to the extent it has rights to such content in international territories. It also distributes Starz Channels' original programming content.

Starz Animation

        The Company, through its wholly-owned subsidiary Film Roman, develops and produces two-dimensional animated content on a for-hire basis for distribution theatrically and on television for various third party entertainment companies. See also Note 3—Discontinued Operations.

Note 2—Significant Accounting Policies

Basis of Consolidation

        The accompanying consolidated financial statements include the accounts of Starz, LLC and its majority-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company considers amortization of program rights, the fair value of goodwill and any related impairment, the development of ultimate revenue estimates (as defined below under "Investment in Films and Television Programs") associated with released films, the assessment of investment in films and television programs for impairment, valuation allowances associated with deferred income taxes and allowances for sales returns to be its most significant estimates. Actual results may differ from those estimates.

Prior Period Reclassifications

        Certain prior period amounts have been reclassified for comparability with the 2011 presentation.

F-38

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 2—Significant Accounting Policies (Continued)

Cash and Cash Equivalents

        Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased and are carried at cost, which approximates market value. Cash and cash equivalents are invested at high credit quality financial institutions. Deposits generally exceed the Federal Deposit Insurance Corporation insurance limit.

Restricted Cash

        Restricted cash currently includes amounts owed under the distribution agreement entered into with TWC (see Note 8). For the year ended December 31, 2010, restricted cash included proceeds related to the exploitation of films which were required to be utilized to repay outstanding borrowings under the Overture Facility (as defined in Note 6) and cash held in escrow for the payment of certain fees owed to a third party.

Allowance for Trade Receivables

        The allowance for trade receivables represents estimated losses which may result from the inability of customers to make required payments on trade accounts receivable and for sales returns. Allowances are based on determinations of the likelihood of recoverability of trade accounts receivable based on past experience and current trends that are expected to continue.

Program Rights

        The cost of program rights for films and television programs exhibited by Starz Channels are generally amortized on a film-by-film basis over the anticipated number of exhibitions. Starz Channels estimates the number of exhibitions based on the number of exhibitions allowed in the agreement and the expected usage of the content. Certain other program rights are amortized to expense using the straight-line method over the respective lives of the agreements. Starz Channels generally has rights to two separate windows under its output agreements. For films with multiple windows, the license fee is allocated between the first and second window based upon the proportionate estimated fair value of each window with the majority of the cost allocated to the first window. Considerable management judgment is necessary to estimate the fair value of each window.

Property and Equipment

        Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 2 to 15 years for support and distribution equipment, 4 to 10 years for furniture, fixtures and other assets and 40 years for the Company's corporate office building.

        Property and equipment is reviewed for impairment when an event or change in circumstances indicates that the asset may be impaired. If the carrying value of the asset is determined to not be recoverable and is greater than its fair value, then an impairment charge is recognized. The charge consists of the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated by considering sale prices for similar assets or by discounting estimated future cash flows

F-39

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 2—Significant Accounting Policies (Continued)

from such asset using an appropriate discount rate. Considerable management judgment is necessary to determine recoverability and to estimate the fair value of property and equipment.

Investment in Films and Television Programs

        Investment in films and television programs generally includes the cost of completed films, television programs and original productions which have been produced by Starz or for which Starz has acquired distribution rights, as well as the cost of films, television programs or original productions in production, pre-production and development. Capitalized costs include production costs, including labor, goods and services, interest and allocable overhead, acquisition of distribution rights (including cash advances paid to TWC for TWC's theatrical releases under the terms of an Anchor Bay distribution agreement—see Note 8), acquisition of story rights and the development of stories less the license fee for original productions, which have aired on the Starz linear channels on demand or on the Internet. Starz allocates the cost of its original productions between the license fee for pay television and the ancillary revenue markets (e.g. home video, digital platforms, international television, etc.) based on the estimated relative fair values of these markets. The license fee associated with original productions is reclassified to program rights when the program is aired. Investment in films and television programs is amortized using the individual-film-forecast method, whereby the costs are charged to expense and royalty, participation and residual costs are accrued based on the proportion that current revenue from the films, television programs and original productions bears to an estimate of the remaining unrecognized ultimate revenue. Ultimate revenue estimates do not exceed ten years following the date of initial release or from the date of delivery of the first episode for episodic television series. Estimates of ultimate revenue involve uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in management's future revenue estimates.

        Investment in films and television programs in development or pre-production is periodically reviewed to determine whether they will ultimately be used in the production of a film or television program. Costs of films, television programs and original productions in development or pre-production are charged to expense when a project is abandoned, or generally if the film, television program or original production has not been set for production within three years from the time of the first capitalized transaction.

        Investment in films and television programs is reviewed for impairment on a title-by-title basis when an event or change in circumstances indicates that a film, television program or original production may be impaired. The estimated fair value for each title is determined using the discounted estimated future cash flow of each title. If the estimated fair value of a film, television program or original production is less than its unamortized cost, the excess of unamortized cost over the estimated fair value is charged to expense. Considerable management judgment is necessary to estimate the fair value of investment in films and television programs.

Goodwill

        Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified assets acquired. Goodwill is reviewed for impairment annually, at December 31, or more frequently if indicators of potential impairment exist. As discussed below, in

F-40

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 2—Significant Accounting Policies (Continued)

Recent Accounting Pronouncements, the Company adopted the recent accounting guidance relating to annual assessments of recoverability of goodwill and utilized a qualitative assessment for determining whether step one of the goodwill impairment analysis was necessary. In evaluating goodwill on a qualitative basis, the Company considered whether there were any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environment and how these factors might impact the company specific performance in future periods.

        If step one is necessary, the fair value of each reporting unit in which goodwill resides is compared to its carrying value. Fair value is estimated by considering sale prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate discount rate. For reporting units whose carrying value exceeds the fair value, a second test is required to measure the impairment loss. In the second test, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit with any residual value being allocated to goodwill. The difference between such allocated amount and the carrying value of the goodwill is recorded as an impairment charge. Considerable management judgment is necessary to estimate the fair value of each reporting unit.

Revenue Recognition

        Programming revenue is recognized in the period during which programming is provided, pursuant to affiliation agreements. If an affiliation agreement has expired, revenue is recognized based on the terms of the expired agreement or the actual payment from the distributor, whichever is less. Payments to distributors for marketing support costs for which the Company does not receive a direct benefit are recorded as a reduction of the corresponding revenue. Certain sales incentives, including discounts and rebates, provided to distributors are accounted for as a reduction of revenue and are not significant.

        Revenue generated from the sale of DVDs is recognized, net of an allowance for estimated sales returns, on the later of the estimated receipt of the product by the customer or after any restrictions on sale lapse. At the time of the initial sale, the Company also records a provision, based on historical trends and practices, to reduce revenue for discounts and rebates provided to customers related to the sale of DVDs.

        Revenue from digital and television licensing is recognized when the film or program is complete in accordance with the terms of the arrangement, and is available for exploitation. In the event that a licensee pays the Company a nonrefundable minimum guarantee at or prior to the beginning of a license term, the Company records this amount as deferred revenue until all of the criteria for recognition are met.

        The Company recognizes revenue and related production costs related to animation services provided to customers under contract generally based on the percentage that costs incurred-to-date bear to estimated total costs to complete based upon the most recent information. Revenue recognized is proportional to the work performed-to-date under the contracts.

        Revenue from the theatrical release of feature films is recognized at the time of exhibition based on the Company's participation in box office receipts.

F-41

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 2—Significant Accounting Policies (Continued)

Advertising and Marketing

        Advertising and marketing costs are expensed as incurred. Certain of the Company's affiliation agreements require the Company to provide marketing support to the distributor based upon certain criteria, which are dependent on future events. Marketing support is mutually beneficial and generally cooperative advertising and marketing between the Company and its distributors. Marketing support is recorded as an expense and not a reduction of revenue when the Company has received a direct benefit and the fair value of such benefit is determinable.

Stock-Based and Other Long-term Compensation

        The Company measures the cost of employee services received in exchange for an award of equity instruments (such as stock options and restricted stock) based on the grant-date fair value of the award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the award). The Company measures the cost of employee services received in exchange for an award of liability instruments based on the current fair value of the award and re-measures the fair value of the award at each reporting date.

        Certain current and former employees of the Company hold awards granted under the Overture Films, LLC 2006 Long-term Incentive Plan (the "Overture LTIP"). Because Overture is a privately held enterprise, the Company utilized a probability-weighted expected return method to determine the fair value of the awards and corresponding compensation expense under the Overture LTIP. The estimated value per unit was estimated based upon an analysis of probability-weighted net present values of future returns, considering each of the various future outcomes.

Income Taxes

        The Company and the majority of its wholly-owned subsidiaries are limited liability companies that are classified for U.S. federal income tax purposes as entities which are disregarded as separate from LMC. The Company is included in LMC's consolidated federal and state income tax returns. As a result of the sale of 25% of Starz Media to TWC, Starz Media is no longer consolidated for federal income tax purposes and is no longer consolidated in certain states for state income tax purposes with LMC and is now a separate taxpayer for federal purposes and in certain states. Starz Media is treated as a corporation for federal and state income tax purposes.

        The income tax provision included in these consolidated financial statements has been prepared as if the Company was a stand-alone federal and state taxpayer. Accordingly, the Company has applied the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not that such net deferred tax assets will not be realized.

F-42

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 2—Significant Accounting Policies (Continued)

Collaborative Arrangements

        As part of its production and acquisition activities, the Company has entered into collaborative arrangements. A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two (or more) parties who are both (a) active participants in the activity and (b) exposed to significant risks and rewards dependent on the commercial success of the activity. A collaborative arrangement may provide that one participant has sole or primary responsibility for certain activities or that two or more participants have shared responsibility for certain activities. The Company records revenue and costs on a gross basis for activities for which it has been determined to be the principal and records revenue and costs on a net basis for activities for which it has been determined to be the agent. Payments made to other participants are recorded as participation expense within production and acquisition costs in the accompanying consolidated statements of operations.

Derivative Instruments and Hedging Activities

        All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income (loss) and are recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings.

Fair Value of Financial Instruments

        The carrying value of cash and cash equivalents, restricted cash, trade accounts receivable, trade accounts payable, accrued liabilities and due to affiliates approximates fair value, due to their short maturity. See Note 6 for information concerning the fair value of the Company's debt instruments.

Foreign Currency Translation

        The functional currency of the Company is the United States ("U.S.") dollar. The functional currency of the Company's foreign operations is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date and the related statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is the only component of accumulated other comprehensive income (loss) in member's interest and noncontrolling interests and the consolidated statements of comprehensive income.

        Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in gains and losses which are reflected in the accompanying consolidated statements of operations as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions.

F-43

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 2—Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

        In September 2011, the Financial Accounting Standards Board amended the Accounting Standards Codification as summarized in Accounting Standards Update ("ASU") 2011-08—Intangibles—Goodwill and Other (Topic 350). ASU 2011-08 allows entities to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permissible. The Company adopted ASU 2011-08 for the year ended December 31, 2011 and evaluated goodwill on a qualitative basis. The Company does not believe that the qualitative analysis versus immediately performing a step one test had any impact on its consolidated financial statements.

Note 3—Discontinued Operations

        On March 3, 2011, the Company completed the sale of 92.5% of Starz Media Canada Co. ("Canada Co."), located in Toronto, Ontario, to a Canadian investor group and recognized a loss on the sale of $12.1 million, before a tax benefit of $3.9 million. Subsequent to the sale, the Company maintains a 7.5% ownership interest, but does not have significant involvement with the ongoing operations of Canada Co. Canada Co. develops and produces three-dimensional animated content on a for-hire basis.

        The summarized statements of operations of Canada Co. for the years ended December 31, 2011, 2010 and 2009 included in discontinued operations in the consolidated statements of operations are as follows:

	For the Years Ended December 31,
	2011			2010			2009
Revenue	$	1,354		$	20,623		$	17,888
Operating expenses		(1,513	)		(12,182	)		(13,422	)
Advertising and marketing		(2	)		(103	)		(89	)
General and administrative		(114	)		(1,102	)		—
Depreciation		(447	)		(1,773	)		(2,144	)
Operating income (loss)		(722	)		5,463			2,233
Other income (expense)		(61	)		(274	)		(215	)
Income (loss) before income taxes		(783	)		5,189			2,018
Income tax benefit (expense)		1,500			(1,874	)		(765	)
Net income	$	717		$	3,315		$	1,253

F-44

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 4—Property and Equipment, Net

        Property and equipment, net consists of the following (in thousands):

	December 31,
	2011			2010
Building and support equipment	$	139,368		$	133,718
Distribution equipment		95,423			94,802
Furniture, fixtures and other		15,115			15,360
		249,906			243,880
Less accumulated depreciation		(151,375	)		(139,163	)
	$	98,531		$	104,717

        The cost of satellite transponders under capital leases included in distribution equipment was $60.5 million as of December 31, 2011, and 2010, respectively. Accumulated depreciation for these transponders was $27.7 million and $23.7 million at December 31, 2011 and 2010, respectively.

Note 5—Investment in Films and Television Programs, Net

        Investment in films and television programs, net consists of the following (in thousands):

	December 31,
	2011		2010
Film costs—theatrical:
Released, less amortization	$	11,876	$	25,349
Film costs—television and DVD:
Released, less amortization		67,912		32,564
Completed, but not released		7,283		11,341
In production		91,570		50,182
Development and pre-production		5,301		1,265
	$	183,942	$	120,701

        Approximately 81% of the unamortized film costs (theatrical, television and DVD) for released films of $79.8 million at December 31, 2011 are expected to be amortized within three years. Approximately $44.8 million of the costs of Released and Completed, but not released films of $87.1 million at December 31, 2011 are expected to be amortized during the next twelve months. As a result of changes in ultimate revenue estimates, the Company recognized impairments of investment in films and television programs totaling $12.9 million, $46.6 million and $15.7 million for the years ended December 31, 2011, 2010 and 2009, respectively. Such impairments are included in production and acquisition costs in the consolidated statements of operations.

F-45

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 6—Debt

        Debt consists of the following (in thousands):

	December 31,
	2011			2010
Senior Secured Credit Facilities(a)	$	505,000		$	—
Transponder capital leases(b)		40,044			43,951
Overture Facility(c)		—			54,171
Other(d)		—			1,092
Total debt		545,044			99,214
Less current portion of debt		(4,129	)		(58,244	)
Debt	$	540,915		$	40,970

(a)

On November 16, 2011, the Company entered into a credit agreement that provides a $1,000 million revolving credit facility, with a $50 million sub-limit for standby letters of credit, and $500.0 million of term loans (the "Senior Secured Credit Facilities"). At closing, the Company borrowed $500 million under the term loan facility and $5 million under the revolving credit facility. The term loans are scheduled to mature $25 million in 2013, $25 million in 2014, $50 million in 2015 and the remainder on November 16, 2016.

Interest on each loan under the Senior Secured Credit Facilities is payable at either an alternate base rate or LIBOR at the Company's election. Borrowings that are alternate base rate loans will bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.75% and 1.75% depending on the Company's consolidated leverage ratio, as defined in the Senior Secured Credit Facilities. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ¹/2 of 1% or (c) LIBOR for a one-month interest period plus 1%. Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.75% and 2.75% depending on the Company's consolidated leverage ratio.

As of December 31, 2011, the following borrowings and related LIBOR interest rates were outstanding under the Senior Secured Credit Facilities (dollars in thousands):

	Interest Rate			Loan Amount
LIBOR period:
December 2011 - January 2012		2.5346	%	$	500,000
December 2011 - January 2012		2.5346	%		5,000
				$	505,000

(b)

The Company has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have an imputed annual interest rate of 5.5%.

(c)

On January 2, 2008, Overture Films entered into a $225.0 million, five year and three month senior secured revolving credit facility (the "Overture Facility"). The Overture

F-46

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 6—Debt (Continued)

Facility was amended effective September 15, 2010 and in April 2011, the Overture Facility was terminated and the principal and interest was paid in full.
Overture Films used the facility to fund a portion of production and distribution costs of qualifying feature-length, theatrical motion pictures and certain working capital requirements. Proceeds received by Overture Films related to the exploitation of the feature length films generally were required to be utilized to repay borrowings under the Overture Facility. As of December 31, 2010, $7.5 million of such proceeds are included in restricted cash.
Interest on each loan under the Overture Facility was payable at either an Alternate Base Rate plus 1.00% per annum or at LIBOR plus 2.00% per annum, at the option of Overture Films. As defined in the Overture Facility, the Alternate Base Rate was the greater of the Prime Rate, Base Certificate of Deposit Rate plus 1%, or the Federal Funds Effective Rate plus 0.5%.
Overture Films entered into an interest rate swap arrangement effective July 1, 2008 to mitigate the risk associated with future interest payments on the Overture Facility. This swap arrangement provided for Overture Films to make fixed monthly payments at an annual rate of 3.77% and to receive variable monthly payments at a one month USD-LIBOR rate, each on notional amounts that range from $25.0 million up to a maximum amount of $125.0 million. Such swap was not designated as a hedge. In connection with the termination of the Overture Facility, this interest rate swap arrangement was terminated in April 2011 at a cost of $1.2 million. The Company recognized a loss in other expense, net of $1.2 million, $1.7 million and $2.3 million for the years ended December 31, 2011, 2010 and 2009, respectively, related to this interest rate swap based on changes in the fair value of the swap.

(d)

Other debt consisted of a leasehold improvement loan which was repaid in full in 2011.

        Debt maturities for the next five years and thereafter are as follows (in thousands):

2012	$	6,228
2013		31,228
2014		31,228
2015		56,228
2016		411,228
Thereafter		18,574
Total minimum payments		554,714
Less: amounts representing interest		(9,670	)
Present value of debt payments		545,044
Less: current portion of debt obligations		(4,129	)
Long-term portion of debt obligations	$	540,915

F-47

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 6—Debt (Continued)

        The Company believes the fair value of debt approximates its carrying value as of December 31, 2011 due to its variable rate nature and the Company's stable credit spread.

        Amounts totaling $2.0 million, $2.0 million and $1.8 million in interest costs have been capitalized as investment in films and television programs during the years ended December 31, 2011, 2010 and 2009, respectively.

Note 7—Accrued Liabilities

        Accrued liabilities consist of the following (in thousands):

	December 31,
	2011		2010
Royalties, residuals and participations	$	46,692	$	51,238
Royalties, residuals and participations payable to TWC		56,201		—
Program rights payable		65,600		49,900
Advertising and marketing		39,381		34,037
Payroll and related costs		22,380		24,165
Other		40,042		24,376
	$	270,296	$	183,716

        Approximately 70% of accrued royalties, participations and residuals of $46.7 million at December 31, 2011 are expected to be paid during the next twelve months.

Note 8—Related Party Transactions

Due to Affiliates

        The Company participates in LMC's employee benefit plans (medical, dental, life insurance, 401(k), etc.). Charges from LMC related to these benefits and other miscellaneous charges are included in general and administrative expenses in the accompanying consolidated statements of operations and aggregated $12.4 million, $12.8 million and $13.3 million for the years ended December 31, 2011, 2010 and 2009, respectively. Such amounts are invoiced by LMC on a monthly basis and are due upon receipt of the invoice by the Company. Amounts due to affiliate for such charges total $3.6 million and $0.7 million as of December 31, 2011 and 2010, respectively.

        Due to affiliates at December 31, 2011 also includes $50.2 million for amounts owed to LMC for income tax obligations.

Contributions from (Distributions to) Affiliate

        The Company is a single member LLC, which is treated as an entity that is disregarded as being separate from LMC for U.S. federal income tax purposes. As such, the Company is included in the consolidated federal and state income tax returns of LMC. Prior to 2011, the Company's subsidiary Starz Media was subject to a separate tax sharing agreement with LMC. As a result, the tax benefits of losses generated by Starz Media were not included in the calculation of the Company's tax obligation

F-48

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 8—Related Party Transactions (Continued)

to LMC. Accordingly, the Company's tax payments to LMC prior to 2011 were in excess of what the Company's consolidated tax obligation would have been if Starz Media was included in the tax calculation and such excess payments are reflected as distributions to affiliate in the accompanying consolidated statements of cash flows and consolidated statements of member's interest and noncontrolling interests.

        As a result of the sale of the 25% interest to TWC in January 2011, Starz Media is now a separate taxpayer for federal purposes and in certain states. During the year ended December 31, 2011, the Company's tax liability to LMC was reduced by $36.6 million due to the overpayment of 2010 tax sharing obligations which were treated as a distribution to affiliate in 2010. Such reduction is reflected as a contribution from affiliate in the accompanying consolidated statement of member's interest and noncontrolling interests.

        During 2006, the Company entered into two notes receivable totaling $489.1 million with Liberty Media LLC, a wholly-owned subsidiary of LMC. Such notes were classified in member's interest. The Company distributed the notes receivable to Liberty Media LLC on September 30, 2010 in connection with a corporate reorganization. The Company did not recognize interest on the notes receivable.

Note Payable due to Affiliate

        On December 28, 2006, Starz Media, LLC, a wholly-owned subsidiary of Starz Media, entered into a note agreement with Liberty Media LLC, a wholly-owned subsidiary of LMC, to fund the operating needs of Starz Media, LLC. Such note bears interest at a rate of LIBOR plus 4.0%. On September 30, 2010, Liberty Media LLC contributed its receivable under the note agreement to the Company in connection with a corporate reorganization. As such, the note is eliminated in consolidation effective September 30, 2010. See Note 6 for interest capitalized as investment in films and television programs. Such note agreement was cancelled on October 1, 2011.

        On March 30, 2009, Starz Entertainment, LLC ("Starz Entertainment"), a direct wholly-owned subsidiary of the Company paid in full all outstanding principal and interest under a subordinated note payable to LMC. The note charged interest at a 3 month LIBOR plus 2.75%, compounded quarterly. Interest expense related to the LMC note payable was none, none and $0.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Mezzanine Debt due to Affiliate

        On January 2, 2008, Overture Films entered into a $50.0 million, six year secured term credit facility (the "Overture Mezzanine Debt") with Liberty Media LLC. The Overture Mezzanine Debt was used to fund certain costs and working capital associated with the production or acquisition of theatrical films. The Overture Mezzanine Debt, as amended, is subordinated to the Overture Facility. On September 30, 2010, Liberty Media LLC contributed its receivable under the Overture Mezzanine Debt to the Company in connection with a corporate restructuring. As such, the Overture Mezzanine Debt is eliminated in consolidation effective September 30, 2010. Interest on each loan under the Overture Mezzanine Debt is payable at LIBOR plus 10.00% per annum. See Note 6 for interest capitalized as investment in films and television programs.

F-49

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 8—Related Party Transactions (Continued)

Related Party

        As discussed previously, on January 28, 2011, the Company sold a 25% interest in Starz Media to TWC. In December 2010, Anchor Bay entered into a five-year license agreement with TWC for the distribution, by Home Video and Digital Media, of certain of TWC's theatrical releases. The Company recognized participation expense of $72.1 million, which is included in production and acquisition costs in the accompanying statement of operations, for TWC's share of the net proceeds under the license agreement, for the year ended December 31, 2011. The Company's accrued advances payable to TWC totaled $56.2 million, which is included in accrued liabilities in the accompanying consolidated balance sheet, at December 31, 2011.

Note 9—Phantom Stock Appreciation Rights, Long Term Incentive Plan and Stock Options

        PSARs—The Company had fully vested outstanding Phantom Stock Appreciations Rights ("PSAR") held by its founder and former chief executive officer. Effective September 30, 2009, the founder and former chief executive officer elected to exercise all of his remaining PSARs. In December 2010, the Company paid $149.6 million in cash to settle the PSARs which was determined by a valuation process as described in the PSAR agreement. Prior to this valuation process, the value of the PSARs was based on the estimated fair value of Starz Entertainment, as adjusted for certain assets and liabilities as defined, utilizing a discounted cash flow model. The Company recognized none, $33.7 million and $4.7 million of compensation expense during the years ended December 31, 2011, 2010 and 2009, respectively, related to these PSARs.

        Long Term Incentive Plan—The Company granted incentive units to certain officers and key employees ("Plan Participants") under the 2006 long term incentive plan ("2006 LTIP"). Such grants vest over a period of four years. Compensation under the 2006 LTIP is computed based on the vested percentage of units granted and a formula based on a multiple of earnings before interest, taxes, depreciation and amortization, adjusted for certain net assets or liabilities of the Company, as defined. During 2010, the Company amended the LTIP to freeze the value of the 2006 LTIP units at the value calculated as of December 31, 2009. All amounts accrued under the 2006 LTIP are payable in cash, LMC common stock or a combination thereof at specified dates through 2013.

        The Company recognized $0.2 million, $3.1 million and $32.5 million during the years ended December 31, 2011, 2010 and 2009, respectively of compensation expense related to the 2006 LTIP. During the years ended December 31, 2011 and 2010, the Company made payments of $7.7 million and $46.6 million, respectively, to certain Plan Participants under the 2006 LTIP. The Company has accrued $36.6 million as of December 31, 2011 related to the 2006 LTIP.

        Stock Options—Pursuant to a LMC incentive plan, LMC has granted to certain of the Company's employees Liberty Starz stock options and Liberty Starz restricted stock. In November 2011, LMC exchanged each share of outstanding Liberty Starz common stock for 0.88129 shares of Liberty Media Corporation's Liberty Capital common stock ("LMCA"). The outstanding Liberty Starz restricted stock was also exchanged for LMCA restricted stock using the same ratio, and an adjustment was made to the strike price, as applicable, using the same ratio. The exchange of stock options and restricted stock was considered a modification of the previous award, however, the impact to compensation expense was not significant.

F-50

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 9—Phantom Stock Appreciation Rights, Long Term Incentive Plan and Stock Options (Continued)

        The Company recognized $6.9 million, $4.3 million and none during the years ended December 31, 2011, 2010 and 2009, respectively of compensation expense related to vested stock options and restricted stock. As of December 31, 2011, the total unrecognized compensation cost related to the unvested stock options and restricted stock was approximately $21.3 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately three years.

        The historical awards granted in 2011, 2010 and 2009 are summarized as follows:

	Options Granted		Weighted Average Grant-Date Fair Value
2011 Awards:
Stock options—LMCA		100,000	$	32.60
Stock options—Series A Liberty Starz Common Stock		496,000	$	21.36
Restricted stock—Series A Liberty Starz Common Stock		11,655	$	77.52
2010 Awards:
Stock options—Series A Liberty Starz Common Stock		208,500	$	16.17
Restricted stock—Series A Liberty Starz Common Stock		—		—
2009 Awards:
Stock options—Series A Liberty Starz Common Stock		600,000	$	15.96
Restricted stock—Series A Liberty Starz Common Stock		100,000	$	47.29

        The 2011 and 2010 stock option awards vest quarterly over a 4 year period and have a term of 7 years. The 2009 stock option awards vest 50% on each of December 31, 2012 and 2013 and have a term of 10 years. The Company calculates the grant-date fair value for the stock options using the Black-Scholes Model. The expected term used in the Black-Scholes calculation was 4.40 years for the 2011 awards, 4.56 years for the 2010 awards and 6.75 years for the 2009 awards. The expected volatility was 31.9% for the Liberty Starz grants and 54.2% for the LMCA grants for the 2011 awards and 33.63% for the 2010 and 2009 awards. The expected volatility used in the calculation for the awards is based on the historical volatility of LMC's Starz and Capital tracking stocks and the implied volatility of LMC's publicly traded options. The Company uses a zero dividend rate as the Company has not historically declared dividends and a range of risk-free rates of 0.7% to 1.9% for the 2011 awards, 2.2% to 2.4% for the 2010 awards and 2.9% for the 2009 awards which are derived from U.S. Treasury Bonds with a term similar to that of the subject options. The grant-date fair value of the 2011 outstanding restricted shares of 11,655 was based on the market value of the Series A Liberty Starz common stock at the grant date of $77.52 per share. The grant-date fair value of the 2009 outstanding restricted shares of 100,000 was based on the market value of the Series A Liberty Starz common stock at the grant date of $47.29 per share. The 2011 grant of restricted shares vest annually over three years. The 2009 grant of restricted shares vest 50% on each of December 31, 2012 and 2013.

F-51

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 9—Phantom Stock Appreciation Rights, Long Term Incentive Plan and Stock Options (Continued)

        The following table presents the number and weighted average exercise price ("WAEP") of the historical Liberty Starz stock options prior to the conversion in November 2011 to LMCA stock options:

	Options			WAEP
Outstanding at January 1, 2009		—		$	—
Granted		600,000		$	61.53
Exercised		—		$	—
Forfeited		—		$	—
Expired/cancelled		—		$	—
Outstanding at December 31, 2009		600,000		$	61.53
Granted		208,500		$	51.04
Exercised		(3,310	)	$	51.03
Forfeited		(10,439	)	$	51.03
Expired/cancelled		—		$	—
Outstanding at December 31, 2010		794,751		$	59.41
Granted		496,000		$	72.92
Exercised		(8,683	)	$	52.63
Forfeited		(31,626	)	$	64.78
Expired/cancelled		—		$	—
Liberty Starz conversion to LMCA		(1,250,442	)	$	57.56
Outstanding at December 31, 2011		—		$	—

        The following table presents the number and WAEP of LMCA stock options after the conversion from Liberty Starz stock options in November 2011:

	Options			WAEP
Outstanding at December 31, 2010		—		$	—
Liberty Starz conversion to LMCA		1,101,922		$	65.31
Granted		100,000		$	73.45
Exercised		(275	)	$	57.90
Forfeited		—		$	—
Expired/cancelled		—		$	—
Outstanding at December 31, 2011		1,201,647		$	65.99
Exercisable at December 31, 2011		140,935		$	71.44

        At December 31, 2011 the weighted-average remaining contractual term of the outstanding options is 6.9 years and the exercisable options is 5.7 years.

        Overture Long Term Incentive Plan—In November 2006, the Company established the Overture LTIP to provide long term compensation to secure loyal and continued services and promote

F-52

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 9—Phantom Stock Appreciation Rights, Long Term Incentive Plan and Stock Options (Continued)

profitability and efficiency within Overture Films. As previously noted, the Company ceased operations at Overture Films in July 2010. The Company has determined that the units have no value due to the valuation of Overture Films at the time it ceased operations and in the year ended December 31, 2010 eliminated the previously recorded liability of $1.6 million. The Company recognized credits to compensation expense related to the Overture LTIP of none, $1.6 million and $2.1 million during the years ended December 31, 2011, 2010 and 2009, respectively.

        The awards granted under the Overture LTIP consist of units (percentage interests) that participate in the underlying value of Overture Films (if any) as of June 30, 2012 based on a calculation specified in the Overture LTIP. The awards qualify for liability treatment under GAAP as the awards may be settled, at the discretion of the Committee, in either cash or stock of Overture Films or stock of an affiliate of Overture Films as further defined in the Overture LTIP and the intention of the Company to settle these in cash. The value attributed to the awards was reviewed at each reporting date and the corresponding liability associated with the awards (if any) was adjusted.

        The following table summarizes information about unit transactions of the Overture LTIP (dollars in thousands):

	Units			Fair Value
Outstanding at December 31, 2008		14.54		$	9,694
Granted		—		$	—
Forfeited		(0.30	)	$	55
Expired/cancelled		—		$	—
Outstanding at December 31, 2009		14.24		$	2,582
Granted		—		$	—
Forfeited		—		$	—
Expired/cancelled		—		$	—
Outstanding at December 31, 2010		14.24		$	—
Granted		—		$	—
Forfeited		—		$	—
Expired/cancelled		—		$	—
Outstanding at December 31, 2011		14.24		$	—
Exercisable at December 31, 2011		—		$	—

Note 10—Income Taxes

        The Company is a single member LLC, which is treated as a disregarded entity for U.S. federal income tax purposes. As such, it is included in the consolidated federal and state income tax returns of LMC. The income tax accounts and provision included in these consolidated financial statements have been prepared as if the Company was a stand-alone federal and state taxpayer.

F-53

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 10—Income Taxes (Continued)

        Income tax expense consists of the following (in thousands):

	Years ended December 31,
	2011		2010		2009
Current:
Federal	$	122,505	$	38,117	$	43,184
State and local		10,018		2,715		6,191
Foreign		2,643		4,978		2,632
		135,166		45,810		52,007
Deferred:
Federal		34,423		48,590		17,620
State and local		2,600		4,364		1,379
		37,023		52,954		18,999
Income tax expense	$	172,189	$	98,764	$	71,006

        Income tax expense differs from the amounts computed by applying the U.S. federal income tax rate of 35% as a result of the following (in thousands):

	Years ended December 31,
	2011			2010			2009
Computed expected tax expense	$	145,630		$	88,985		$	66,182
State and local income taxes, net of federal income taxes		8,000			4,168			(1,059	)
Foreign taxes, net of foreign tax credit		1,024			(563	)		(381	)
Disposal of consolidated subsidiary		—			—			(3,747	)
Change in valuation allowance affecting tax expense		(223,992	)		5,974			98,413
Expiration of capital loss		241,934			—			—
Reversal of tax contingency reserve		—			—			(88,550	)
Other, net		(407	)		200			148
Income tax expense	$	172,189		$	98,764		$	71,006

F-54

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 10—Income Taxes (Continued)

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2011 and 2010 are presented below (in thousands):

	December 31,
	2011			2010
Deferred tax assets:
Tax loss and credit carryforwards	$	56,682		$	267,581
Goodwill and other intangible assets		—			137,713
Accrued stock compensation		19,301			19,788
Investments		6,747			8,989
Deferred revenue		1,588			2,672
Other future deductible amounts		24,752			10,946
Deferred tax assets		109,070			447,689
Valuation allowance		(78,141	)		(267,581	)
Deferred tax assets, net		30,929			180,108
Deferred tax liability:
Property and equipment		(23,070	)		(19,508	)
Intangible assets		(8,053	)		—
Deferred tax liabilities		(31,123	)		(19,508	)
Net deferred tax assets (liabilities)	$	(194	)	$	160,600

        The Company's ability to utilize its foreign income tax credit carryforwards is dependent on the Company generating foreign-source taxable income. Based on management's assessment of projected foreign source taxable income and available tax planning strategies, the Company does not believe that it is more likely than not that it will utilize the foreign income tax credit carryforward deferred tax asset. As such, the Company has recorded a valuation allowance of $15.1 million and $17.8 million related to those credit carryforwards as of December 31, 2011 and 2010, respectively.

        The Company has generated net operating losses in certain foreign and state jurisdictions in which the Company operates. Because the Company's ability to utilize these losses is dependent on it generating future taxable income in these jurisdictions, the Company does not believe that it is more likely than not that it will utilize these losses. As such, the Company has recorded a valuation allowance of $5.9 million and $7.0 million related to those foreign and state net operating losses as of December 31, 2011 and 2010, respectively.

        The Company has a capital loss carryforward deferred tax asset of $35.7 million and $242.8 million as of December 31, 2011 and 2010, respectively, that the Company does not believe that it is more likely than not that it will utilize. During the year ended December 31, 2011, the capital loss carryforward totaling $241.9 million related to the sale of a certain investment expired as the Company was unable to utilize such capital loss. As such, the Company has recorded a valuation allowance of $35.7 million and $242.8 million related to these capital loss carryforwards as of December 31, 2011 and 2010, respectively.

F-55

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 10—Income Taxes (Continued)

        As a result of the sale of 25% of Starz Media to TWC, Starz Media is no longer consolidated for federal income tax purposes and is no longer consolidated in certain states for state income tax purposes with Starz, LLC and is now a separate taxpayer for federal purposes and in certain states. Starz Media is treated as a corporation for federal and state income tax purposes. Starz Media has a deferred tax asset related to deductible temporary differences. Because Starz Media is now a separate taxpayer for federal purposes and in certain states, the Company does not believe that it is more likely than not that Starz Media will realize this deferred tax asset. As such, the Company recorded a valuation allowance of $21.5 million related to these deductible temporary differences during the year ended December 31, 2011.

        During 2011, the Company decreased its valuation allowance by $189.4 million, the components of which are as follows (in thousands):

	Income Tax Expense			Member's Interest			Other Comprehensive Income		Total
Foreign tax credits	$	1,819		$	(4,536	)	$	—	$	(2,717	)
Net operating losses—foreign and state		(1,122	)		—			—		(1,122	)
Expiration of capital loss		(241,934	)		—			—		(241,934	)
Capital loss carryforward		—			(870	)		—		(870	)
Capital loss carryforward due to sale of 25% of Starz Media		—			35,744			—		35,744
Deductible temporary differences		17,245			—			4,214		21,459
Total	$	(223,992	)	$	30,338		$	4,214	$	(189,440	)

        The sale of the 25% interest in Starz Media resulted in net direct tax effects of $141.1 million which have been reflected as a reduction of member's interest. These direct tax effects include a $141.1 million reduction to the net deferred tax assets of Starz Media, a $35.7 million increase to the capital loss carryforward deferred tax asset and a $35.7 million increase to the valuation allowance. The benefit of the tax basis in the remaining 75% interest in Starz Media has not been reflected in the Company's deferred taxes because the Company does not currently expect to realize this tax basis in the foreseeable future.

Note 11—Commitments and Contingencies

Programming Rights

        In March 2010, the Company entered into a new, exclusive long-term licensing agreement for theatrically released films from the Walt Disney Company ("Disney") studios through 2015. The previous output agreement was set to run through 2012 releases. The new agreement provides the Company with exclusive pay TV rights to exhibit qualifying theatrically released live-action and animated feature films from Walt Disney Pictures, Walt Disney Animation Studios, Disney-Pixar, Touchstone Pictures, Marvel Entertainment and Hollywood Pictures labels. Theatrically released films from DreamWorks Studios and Miramax Films will not be licensed to the Company under the new agreement. In addition, the Company is obligated to pay programming fees for all qualifying films that

F-56

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 11—Commitments and Contingencies (Continued)

are released theatrically in the United States by Sony's Columbia Pictures, Screen Gems and Sony Pictures Classics ("Sony") through 2016, subject to certain limitations. The Company has also entered into agreements with a number of other motion picture producers and is obligated to pay fees for the rights to exhibit certain films that are released by these producers. The programming fees to be paid by the Company are based on the quantity and domestic theatrical exhibition receipts of qualifying films.

        The unpaid balance for film rights related to films that were available at December 31, 2011 is reflected in accrued liabilities and in other liabilities in the accompanying consolidated balance sheets. As of December 31, 2011, such liabilities aggregated approximately $67.7 million and are payable as follows: $65.6 million in 2011 and $2.1 million in 2012.

        Under the above output agreements, the Company is obligated to pay fees for the rights to exhibit films that have been released theatrically, but are not available for exhibition by the Company until some future date. In addition, the Company has agreed to pay Sony (i) $142.5 million in three remaining equal annual installments through 2014, and (ii) a total of $120 million in three equal annual installments beginning in 2015 for the new output agreement. The estimated amounts payable under these agreements, which have not been accrued as of December 31, 2011, are as follows: $377.5 million in 2012; $127.4 million in 2013; $72.9 million in 2014; $58.4 million in 2015; $51.3 million in 2016 and $58.5 million thereafter.

        The Company is also obligated to pay fees for films that have not yet been released in theatres. The Company is unable to estimate the amounts to be paid under these output agreements for films that have not yet been released in theatres; however, such amounts are expected to be significant.

        Total amortization of program rights was $611.0 million, $611.6 million and $607.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. These amounts are included in programming costs in the accompanying consolidated statements of operations.

Operating Leases

        The Company leases office facilities, back-up transponder capacity, and certain other equipment under operating lease arrangements. Rental expense under such arrangements amounted to $6.6 million, $7.9 million and $9.0 million for the years ended December 31, 2011, 2010 and 2009, respectively. Such amounts are included in operating expenses and general and administrative expenses in the accompanying consolidated statements of operations.

        The future minimum payments under noncancelable operating leases, net of subleases, at December 31, 2011 are as follows (in thousands):

2012	$	5,487
2013		6,000
2014		5,474
2015		4,964
2016		3,709
Thereafter		2,480
	$	28,114

F-57

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 11—Commitments and Contingencies (Continued)

Foreign Currency Hedge Contracts

        The Company has entered into foreign currency hedge contracts to manage its foreign currency risk in connection with certain original programming series produced in New Zealand. The Company has committed to pay US$48.6 million for NZD59.7 million during 2012.

Guarantees

        Canada Co. entered into an agreement with the Ontario government whereby Canada Co. is eligible to receive funds under the Canadian Next Generation of Jobs Fund Grant ("NGOJF") through the termination date of March 31, 2014. The maximum amount of the grant available and the guarantee is $23.0 million. Starz Entertainment entered into a guarantee for any amounts owed to the Ontario government under the grant if Canada Co. does not meet its obligations. The Ontario government can demand payment from the Company if Canada Co. does not perform any of its obligations. The maximum potential amount payable under the guarantee is $8.0 million at December 31, 2011 and the Company has accrued $6.4 million related to this guarantee in accrued liabilities in the accompanying consolidated balance sheet as of December 31, 2011.

        As discussed in Note 3, the Company sold its controlling interest in Canada Co. on March 3, 2011. The terms of the guarantee have not changed.

        Starz Entertainment is the guarantor on two noncancelable operating leases in which an affiliate within each of the Starz Distribution and Starz Animation businesses is the tenant. The maximum potential amount payable under these guarantees is $17.0 million at December 31, 2011. Starz Entertainment does not currently expect to have to perform under these obligations. The leases expire in 2014 and 2016.

Legal Proceedings

        On March 9, 2011, the Company notified DISH Network L.L.C. ("DISH") that it breached the affiliation agreement with the Company by providing a free preview for one year of eight of the Starz and Encore channels to a substantial number of DISH customers without Starz's written approval. On May 3, 2011, the Company filed a lawsuit against DISH alleging that DISH breached its affiliation agreement with the Company in connection with such free preview, and on May 20, 2011, Disney Enterprises, Inc. filed a lawsuit against DISH in connection with the same free preview. DISH filed a counterclaim against the Company in the first lawsuit, seeking indemnification from the Company against Disney in the second lawsuit. In addition, on July 29, 2011, FX Networks filed a separate lawsuit against DISH and the Company in connection with the same free preview. The resolution of these matters and its potential impact on the Company is uncertain at this time.

        In the normal course of business, the Company is subject to lawsuits and other claims. While it is not possible to predict the outcome of these matters, it is the opinion of management, based upon consultation with legal counsel, that the ultimate disposition of known proceedings, other than as discussed above, will not have a material adverse impact on our consolidated financial position, results of operations or liquidity.

F-58

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 12—Other Information

Goodwill

        There were no changes in the carrying amount of goodwill, all of which relates to Starz Channels', during the years ended December 31, 2011 and 2010. As of December 31, 2011, the accumulated impairment loss was $1,722.1 million, of which $1,396.7 million relates to Starz Channels, $322.2 million to Starz Distribution and $3.2 million to Starz Animation.

Advertising and Marketing

        The Company's total advertising costs were $109.2 million, $147.4 million and $199.7 million for the years ended December 31, 2011, 2010 and 2009, respectively. Total marketing costs were $23.0 million, $28.0 million and $29.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Foreign Currency Translation

        Accumulated foreign currency translation adjustments, net of income taxes, included in the consolidated statements of member's interest and noncontrolling interests totaled $4.4 million and ($0.5) million as of December 31, 2011 and 2010, respectively.

Major Customers and Suppliers

        Two Starz Channels' customers accounted for 21% and 15% of the Company's total revenue for the year ended December 31, 2011. Two Starz Channels' customers accounted for 20% and 15% of the Company's total revenue for the year ended December 31, 2010. Two Starz Channels' customers accounted for 20% and 16% of the Company's total revenue for the year ended December 31, 2009. There were no other customers that accounted for more than 10% of revenue in any year. These customers accounted for 41% and 38% of trade accounts receivable as of December 31, 2011 and 2010, respectively. Services are provided to these customers pursuant to affiliation agreements with varying terms.

        As discussed in Note 11, the Company has entered into agreements to license theatrically released films for our premium movie networks from studios owned by Disney (through 2015) and Sony (through 2016). Films are available to the Company for exhibition generally 8-12 months after their theatrical release.

        In July 2010, Anchor Bay outsourced substantially all of its home video distribution services, including DVD manufacturing and distribution to Twentieth Century Fox Home Entertainment LLC. The term of the distribution agreement is from July 1, 2010 through June 30, 2015. Previously, Anchor Bay had outsourced substantially all of its home video distribution services, including DVD manufacturing and distribution, to Sony Pictures Home Entertainment, Inc.

Foreign Operations

        Revenue generated outside of the United States represented 4%, 4% and 3% of consolidated revenue for each of the years ended December 31, 2011, 2010 and 2009, respectively. Net long-lived

F-59

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 12—Other Information (Continued)

assets outside the United States were none and $4.3 million as of December 31, 2011 and 2010, respectively, and in 2010 related entirely to discontinued operations as discussed in Note 3.

Note 13—Information about Operating Segments

        The Company is primarily engaged in video programming and development, production, acquisition and distribution of entertainment content. The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as Adjusted OIBDA. Adjusted OIBDA is defined as revenue less programming costs, production and acquisition costs, home video cost of sales, operating expenses, advertising and marketing costs and general and administrative expenses. Our chief operating decision maker uses this measure of performance in conjunction with other measures to evaluate the operating segments and make decisions about allocating resources among the operating segments. The Company believes Adjusted OIBDA is an important indicator of the operational strength and performance of its operating segments, including each operating segment's ability to service debt and fund investment in films and television programs. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies to improve performance. This measure of performance excludes phantom stock appreciation rights, long term incentive plan and stock compensation and depreciation and amortization that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, income from continuing operations before income taxes, net income, net cash provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

        The Company's reportable segments are strategic business units that offer different services. They are managed separately because each segment requires different technologies, content delivery methods and marketing strategies. The Company identifies its reportable segments as those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets. Starz Channels and Starz Distribution have been identified as reportable segments; however as the Company has only three operating segments, Starz Animation is also reported.

F-60

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 13—Information about Operating Segments (Continued)

        Performance Measures (in thousands):

	For the Years Ended December 31,
	2011			2010			2009
Revenue:
Starz Channels	$	1,269,924		$	1,224,136		$	1,188,901
Starz Distribution		310,927			367,477			306,332
Starz Animation		45,273			50,007			48,095
Inter-segment eliminations		(12,091	)		(36,283	)		(20,731	)
Total Revenue	$	1,614,033		$	1,605,337		$	1,522,597
Adjusted OIBDA:
Starz Channels	$	427,689		$	416,390		$	396,499
Starz Distribution		4,567			(66,182	)		(107,533	)
Starz Animation		(850	)		(2,419	)		(744	)
Inter-segment eliminations		18,182			(12,136	)		(8,610	)
Total Adjusted OIBDA	$	449,588		$	335,653		$	279,612

        Other Information (in thousands):

	For the Years Ended December 31,
	2011		2010		2009
Capitalized production and development spend:
Starz Channels	$	144,494	$	64,573	$	78,953
Starz Distribution		69,161		52,462		61,839
Starz Animation		—		—		—
Inter-segment eliminations		—		—		—
Total capitalized production and development spend	$	213,655	$	117,035	$	140,792

	December 31,
	2011			2010
Total assets
Starz Channels	$	2,357,580		$	1,616,653
Starz Distribution		162,659			135,958
Starz Animation		5,320			8,172
Other unallocated assets (primarily cash, deferred taxes and other assets)		136,753			169,747
Inter-segment eliminations		(59,137	)		(37,528	)
Total assets	$	2,603,175		$	1,893,002

F-61

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 13—Information about Operating Segments (Continued)

        The following table provides a reconciliation of Adjusted OIBDA to income from continuing operations before income taxes (in thousands):

	For the Years Ended December 31,
	2011			2010			2009
Consolidated Adjusted OIBDA	$	449,588		$	335,653		$	279,612
Phantom stock appreciation rights, long term incentive plan and stock compensation		(7,078	)		(39,468	)		(35,142	)
Depreciation and amortization		(17,907	)		(20,468	)		(23,470	)
Interest expense, including amounts due to affiliate, net of amounts capitalized		(5,012	)		(20,932	)		(27,188	)
Other expense, net		(3,505	)		(542	)		(4,719	)
Income from continuing operations before income taxes	$	416,086		$	254,243		$	189,093

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information

        As discussed in Note 15—Subsequent Events, Starz, LLC and Starz Finance Corp, a wholly-owned subsidiary of the Company which was incorporated in August of 2012, co-issued the Senior Notes (as defined in Note 15) which are fully and unconditionally guaranteed by Starz Entertainment. Starz Media, Film Roman and other immaterial subsidiaries of the Company ("Starz Media and Other Businesses") are not guarantors of the Senior Notes.

F-62

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

        The following tables set forth the consolidating financial information of the Company, which includes the financial information of Starz Entertainment, the guarantor:

Consolidating Balance Sheet Information—As of December 31, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)		Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	965,400	$	125,261		$	9,226		$	—		$	1,099,887
Restricted cash		—		—			4,896			—			4,896
Trade accounts receivable, net		204,457		—			36,865			(296	)		241,026
Program rights		446,995		—			—			(5,141	)		441,854
Deferred income taxes		8,616		1,498			—			—			10,114
Notes receivable from affiliates		38,352		—			—			(38,352	)		—
Other current assets		18,961		—			12,375			—			31,336
Total current assets		1,682,781		126,759			63,362			(43,789	)		1,829,113
Program rights		325,473		—			—			(5,477	)		319,996
Property and equipment, net		95,968		—			2,563			—			98,531
Investment in films and television programs, net		106,720		—			77,222			—			183,942
Goodwill		131,760		—			—			—			131,760
Other assets, net		14,878		9,938			24,888			(9,871	)		39,833
Investment in consolidated subsidiaries		—		1,619,020			—			(1,619,020	)		—
Total assets	$	2,357,580	$	1,755,717		$	168,035		$	(1,678,157	)	$	2,603,175
Liabilities and Member's Interest (Deficit) and Noncontrolling Interests
Current liabilities:
Current portion of debt	$	4,129	$	—		$	—		$	—		$	4,129
Trade accounts payable		6,509		—			2,181			—			8,690
Accrued liabilities		137,085		938			140,433			(8,160	)		270,296
Accrued compensation related to long term incentive plan		33,854		—			—			—			33,854
Notes payable due to affiliate		—		—			38,352			(38,352	)		—
Due to (from) affiliates		427,650		(377,255	)		—			3,441			53,836
Deferred revenue		16,888		—			9,846			—			26,734
Total current liabilities		626,115		(376,317	)		190,812			(43,071	)		397,539
Accrued long term incentive plan		2,751		—			—			—			2,751
Debt		540,915		505,000			—			(505,000	)		540,915
Deferred income taxes		28,473		(16,067	)		—			(2,098	)		10,308
Other liabilities		4,510		—			9,443			(5,392	)		8,561
Total liabilities		1,202,764		112,616			200,255			(555,561	)		960,074
Member's interest (deficit)		1,154,816		1,651,484			(32,195	)		(1,122,621	)		1,651,484
Noncontrolling interests in subsidiaries		—		(8,383	)		(25	)		25			(8,383	)
Total member's interest (deficit) and noncontrolling interests		1,154,816		1,643,101			(32,220	)		(1,122,596	)		1,643,101
Total liabilities and member's interest (deficit) and noncontrolling interests	$	2,357,580	$	1,755,717		$	168,035		$	(1,678,157	)	$	2,603,175

F-63

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Balance Sheet Information—As of December 31, 2010

(in thousands)

	Starz Entertainment, LLC (Guarantor)		Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	306,157	$	—		$	9,495		$	—		$	315,652
Restricted cash		—		—			8,226			—			8,226
Trade accounts receivable, net		211,706		—			18,572			(5,937	)		224,341
Program rights		433,963		—			—			(22,797	)		411,166
Deferred income taxes		3,805		3,674			—			—			7,479
Due from (to) affiliate		25,999		(25,999	)		—			—			—
Notes receivable from affiliates		7,475		—			—			(7,475	)		—
Other current assets		4,849		—			13,984			—			18,833
Assets of discontinued operations		—		—			14,511			—			14,511
Total current assets		993,954		(22,325	)		64,788			(36,209	)		1,000,208
Program rights		327,625		—			—			(4,714	)		322,911
Property and equipment, net		101,171		—			3,546			—			104,717
Investment in films and television programs, net		57,007		—			63,827			(133	)		120,701
Deferred income taxes		4,488		145,105			—			3,528			153,121
Goodwill		131,760		—			—			—			131,760
Other assets, net		648		—			29,969			—			30,617
Investment in consolidated subsidiaries		3,528		1,395,683			—			(1,399,211	)		—
Assets of discontinued operations		—		—			28,967			—			28,967
Total assets	$	1,620,181	$	1,518,463		$	191,097		$	(1,436,739	)	$	1,893,002
Liabilities and Member's Interest and Noncontrolling Interest
Current liabilities:
Current portion of debt	$	3,908	$	—		$	54,336		$	—		$	58,244
Trade accounts payable		5,627		—			2,071			—			7,698
Accrued liabilities		106,713		(13	)		82,388			(5,372	)		183,716
Accrued compensation related to long term incentive plan		6,655		—			—			—			6,655
Notes payable due to affiliate		—		—			7,475			(7,475	)		—
Due to (from) affiliates		—		9,295			(116	)		(8,492	)		687
Deferred revenue		16,127		—			15,015			(5,409	)		25,733
Liabilities of discontinued operations		—		—			13,248			—			13,248
Total current liabilities		139,030		9,282			174,417			(26,748	)		295,981
Accrued long term incentive plan		37,458		—			—			—			37,458
Debt		40,043		—			927			—			40,970
Other liabilities		5,065		—			3,241			—			8,306
Liabilities of discontinued operations		—		—			1,106			—			1,106
Total liabilities		221,596		9,282			179,691			(26,748	)		383,821
Member's interest		1,398,585		1,508,681			10,906			(1,409,491	)		1,508,681
Noncontrolling interest in subsidiary		—		500			500			(500	)		500
Total member's interest and noncontrolling interest		1,398,585		1,509,181			11,406			(1,409,991	)		1,509,181
Total liabilities and member's interest and noncontrolling interest	$	1,620,181	$	1,518,463		$	191,097		$	(1,436,739	)	$	1,893,002

F-64

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Operations Information—For the Year Ended December 31, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	1,287,826		$	—		$	98,416		$	(14,101	)	$	1,372,141
Home video net sales		27,389			—			219,981			(5,478	)		241,892
Total revenue		1,315,215			—			318,397			(19,579	)		1,614,033
Costs and expenses:
Programming costs (including amortization)		672,525			—			—			(21,276	)		651,249
Production and acquisition costs (including amortization)		23,938			—			136,161			(1,310	)		158,789
Home video cost of sales		14,296			—			53,622			(5,478	)		62,440
Operating expenses		16,193			—			47,287			(9,777	)		53,703
Advertising and marketing		91,314			—			40,869			—			132,183
General and administrative		71,399			338			34,344			—			106,081
Long term incentive plan and stock compensation		6,603			—			475			—			7,078
Depreciation and amortization		12,757			—			5,150			—			17,907
Total costs and expenses		909,025			338			317,908			(37,841	)		1,189,430
Operating income (loss)		406,190			(338	)		489			18,262			424,603
Other income (expense):
Interest expense, including amounts due to affiliate, net of amounts capitalized		(2,849	)		(2,282	)		(2,163	)		2,282			(5,012	)
Interest income (expense), related party		4,395			—			(4,395	)		—			—
Share of earnings of consolidated subsidiaries		—			241,759			—			(241,759	)		—
Other income (expense), net		(10,575	)		93			546			6,431			(3,505	)
Income (loss) from continuing operations before income taxes		397,161			239,232			(5,523	)		(214,784	)		416,086
Income tax expense		(147,877	)		(8,232	)		(6,099	)		(9,981	)		(172,189	)
Income (loss) from continuing operations		249,284			231,000			(11,622	)		(224,765	)		243,897
Loss from discontinued operations (including loss on sale of $12,114), net of income taxes		—			5,411			(12,897	)		—			(7,486	)
Net income (loss)		249,284			236,411			(24,519	)		(224,765	)		236,411
Net loss attributable to noncontrolling interests		—			3,273			525			(525	)		3,273
Net income (loss) attributable to member	$	249,284		$	239,684		$	(23,994	)	$	(225,290	)	$	239,684

F-65

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Comprehensive Income (Loss) Information—For the Year Ended December 31, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)		Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Net income (loss)	$	249,284	$	236,411		$	(24,519	)	$	(224,765	)	$	236,411
Other comprehensive loss, net of taxes:
Foreign currency translation adjustments from continuing operations		—		(529	)		(529	)		529			(529	)
Foreign currency translation adjustments from discontinued operations		—		(5,946	)		(5,946	)		5,946			(5,946	)
Other comprehensive loss		—		(6,475	)		(6,475	)		6,475			(6,475	)
Comprehensive income (loss)		249,284		229,936			(30,994	)		(218,290	)		229,936
Comprehensive loss attributable to noncontrolling interests		—		3,447			681			(681	)		3,447
Comprehensive income (loss) attributable to member	$	249,284	$	233,383		$	(30,313	)	$	(218,971	)	$	233,383

F-66

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Operations and Comprehensive Income (Loss) Information—For the Year Ended December 31, 2010

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	1,234,712		$	—		$	176,667		$	(31,030	)	$	1,380,349
Home video net sales		12,766			—			214,775			(2,553	)		224,988
Total revenue		1,247,478			—			391,442			(33,583	)		1,605,337
Costs and expenses:
Programming costs (including amortization)		665,271			—			—			(17,454	)		647,817
Production and acquisition costs (including amortization)		18,760			—			159,194			—			177,954
Home video cost of sales		7,279			—			65,089			(2,553	)		69,815
Operating expenses		16,077			—			59,293			(2,110	)		73,260
Advertising and marketing		66,682			—			108,735			—			175,417
General and administrative		66,308			—			59,113			—			125,421
Phantom stock appreciation rights, long term incentive plan and stock compensation		40,900			—			(1,432	)		—			39,468
Depreciation and amortization		14,007			—			6,461			—			20,468
Total costs and expenses		895,284			—			456,453			(22,117	)		1,329,620
Operating income (loss)		352,194			—			(65,011	)		(11,466	)		275,717
Other income (expense):
Interest expense, including amounts due to affiliate, net of amounts capitalized		(1,202	)		—			(19,730	)		—			(20,932	)
Share of earnings of consolidated subsidiaries		—			129,269			—			(129,269	)		—
Other income (expense), net		1,310			—			(1,852	)		—			(542	)
Income (loss) from continuing operations before income taxes		352,302			129,269			(86,593	)		(140,735	)		254,243
Income tax benefit (expense)		(131,416	)		31,399			(3,039	)		4,292			(98,764	)
Income (loss) from continuing operations		220,886			160,668			(89,632	)		(136,443	)		155,479
Income (loss) from discontinued operations, net of income taxes		—			(1,874	)		5,322			(133	)		3,315
Net income (loss)		220,886			158,794			(84,310	)		(136,576	)		158,794
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments from continuing operations		—			1,167			1,167			(1,167	)		1,167
Foreign currency translation adjustments from discontinued operations		—			(1,172	)		(1,172	)		1,172			(1,172	)
Comprehensive income (loss)	$	220,886		$	158,789		$	(84,315	)	$	(136,571	)	$	158,789

F-67

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Operations and Comprehensive Income (Loss) Information—For the Year Ended December 31, 2009

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	1,191,037		$	—		$	180,420		$	(16,479	)	$	1,354,978
Home video net sales		1,791			—			166,150			(322	)		167,619
Total revenue		1,192,828			—			346,570			(16,801	)		1,522,597
Costs and expenses:
Programming costs (including amortization)		649,321			—			—			(7,844	)		641,477
Production and acquisition costs (including amortization)		11,848			—			95,274			—			107,122
Home video cost of sales		1,724			—			61,894			(322	)		63,296
Operating expenses		13,789			—			66,600			(426	)		79,963
Advertising and marketing		65,242			—			164,093			—			229,335
General and administrative		67,033			—			54,759			—			121,792
Phantom stock appreciation rights, long term incentive plan and stock compensation		37,195			—			(2,053	)		—			35,142
Depreciation and amortization		16,415			—			7,055			—			23,470
Total costs and expenses		862,567			—			447,622			(8,592	)		1,301,597
Operating income (loss)		330,261			—			(101,052	)		(8,209	)		221,000
Other expense:
Interest expense, including amounts due to affiliate, net of amounts capitalized		(2,233	)		—			(24,955	)		—			(27,188	)
Share of earnings of consolidated subsidiaries		—			70,449			—			(70,449	)		—
Other expense, net		(594	)		—			(4,125	)		—			(4,719	)
Income (loss) from continuing operations before income taxes		327,434			70,449			(130,132	)		(78,658	)		189,093
Income tax benefit (expense)		(122,560	)		49,656			(1,180	)		3,078			(71,006	)
Income (loss) from continuing operations		204,874			120,105			(131,312	)		(75,580	)		118,087
Income (loss) from discontinued operations, net of income taxes		—			(765	)		2,018			—			1,253
Net income (loss)		204,874			119,340			(129,294	)		(75,580	)		119,340
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments from continuing operations		—			4,566			4,566			(4,566	)		4,566
Foreign currency translation adjustments from discontinued operations		—			(2,958	)		(2,958	)		2,958			(2,958	)
Comprehensive income (loss)	$	204,874		$	120,948		$	(127,686	)	$	(77,188	)	$	120,948

F-68

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Cash Flows' Information—For the Year Ended December 31, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Operating activities:
Net income (loss)	$	249,284		$	236,411		$	(24,519	)	$	(224,765	)	$	236,411
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss from discontinued operations		—			—			7,486			—			7,486
Long term incentive plan and stock compensation		6,603			—			475			—			7,078
Payments of long term incentive plan		(7,696	)		—			—			—			(7,696	)
Amortization of program rights		632,317			—			—			(21,276	)		611,041
Amortization of investment in films and television programs		20,145			—			105,957			—			126,102
Depreciation and amortization		12,757			—			5,150			—			17,907
Share of earnings of consolidated subsidiaries		—			(241,759	)		—			241,759			—
Deferred income taxes		25,758			13,363			—			(2,098	)		37,023
Other non-cash items		1,382			253			(299	)		9,678			11,014
Changes in assets and liabilities:
Restricted cash		—			—			(4,896	)		—			(4,896	)
Trade accounts receivable		7,711			—			(25,055	)		(6,034	)		(23,378	)
Program rights		(564,375	)		—			—			10,034			(554,341	)
Investment in films and television programs		(144,494	)		—			(69,028	)		(133	)		(213,655	)
Other current assets		583			—			3,151			—			3,734
Other assets		(4,812	)		—			251			—			(4,561	)
Trade accounts payable		882			—			110			—			992
Accrued liabilities		13,558			951			(3,067	)		(8,832	)		2,610
Due to / from affiliates		80,081			(7,639	)		14,877			1,952			89,271
Deferred revenue		138			—			6,863			(285	)		6,716
Other liabilities		133			—			(1,018	)		—			(885	)
Net cash provided by operating activities		329,955			1,580			16,438			—			347,973
Investing activities—purchases of property and equipment	$	(7,554	)	$	—		$	(169	)	$	—		$	(7,723	)

(Continued)

F-69

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Cash Flows' Information (Continued)—For the Year Ended December 31, 2011

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations		Consolidated Starz, LLC
Financing activities:
Borrowings of debt	$	—		$	505,000		$	—		$	—	$	505,000
Payments of debt		(3,907	)		—			(55,263	)		—		(59,170	)
Debt issuance costs		—			(10,191	)		—			—		(10,191	)
Cash advance to / from affiliate		374,128			(374,128	)		—			—		—
Borrowings under notes payable to affiliate		(103,236	)		—			103,236			—		—
Repayments under notes payable to affiliate		72,359			—			(72,359	)		—		—
Net advances to / from affiliate		(2,502	)		—			2,502			—		—
Contribution from noncontrolling owner of subsidiary		—			3,000			—			—		3,000
Settlement of derivative instruments		—			—			(2,863	)		—		(2,863	)
Restricted cash		—			—			8,226			—		8,226
Net cash provided by (used in) financing activities		336,842			123,681			(16,521	)		—		444,002
Effect of exchange rate changes on cash and cash equivalents		—			—			(17	)		—		(17	)
Discontinued operations:
Net cash used in operating activities		—			—			(2,283	)		—		(2,283	)
Net cash provided by financing activities		—			—			3,569			—		3,569
Effect of exchange rate changes on cash and cash equivalents held by discontinued operations		—			—			40			—		40
Cash held by discontinued operations upon sale		—			—			(3,144	)		—		(3,144	)
Change in available cash held by discontinued operations		—			—			1,818			—		1,818
Net cash provided by discontinued operations		—			—			—			—		—
Net increase (decrease) in cash and cash equivalents		659,243			125,261			(269	)		—		784,235
Cash and cash equivalents:
Beginning of year		306,157			—			9,495			—		315,652
End of year	$	965,400		$	125,261		$	9,226		$	—	$	1,099,887
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	683		$	1,238		$	758		$	—	$	2,679
Cash paid for income taxes	$	41,782		$	—		$	3,011		$	—	$	44,793
Change in deferred tax assets due to sale of noncontrolling interest	$	—		$	141,135		$	—		$	—	$	141,135
Push down of debt from parent	$	494,826		$	(494,826	)	$	—		$	—	$	—

F-70

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Cash Flows' Information—For the Year Ended December 31, 2010

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Operating activities:
Net income (loss)	$	220,886		$	158,794		$	(84,310	)	$	(136,576	)	$	158,794
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Income from discontinued operations		—			—			(3,315	)		—			(3,315	)
Phantom stock appreciation rights, long term incentive plan and stock compensation		40,900			—			(1,432	)		—			39,468
Payments of phantom stock appreciation rights and long term incentive plan		(196,232	)		—			—			—			(196,232	)
Amortization of program rights		629,069			—			—			(17,454	)		611,615
Amortization of investment in films and television programs		15,688			—			101,240			—			116,928
Depreciation and amortization		14,007			—			6,461			—			20,468
Noncash interest on debt due to affiliate		—			—			16,313			—			16,313
Share of earnings of consolidated subsidiaries		—			(129,269	)		—			129,269			—
Deferred income taxes		59,513			(6,559	)		—			—			52,954
Other non-cash items		57			—			7,043			(4,292	)		2,808
Changes in assets and liabilities:
Trade accounts receivable		(15,503	)		—			16,370			3,471			4,338
Program rights		(561,276	)		—			—			28,710			(532,566	)
Investment in films and television programs		(64,573	)		—			(52,595	)		133			(117,035	)
Other current assets		3,077			—			5,556			—			8,633
Other assets		(375	)		—			(3,086	)		—			(3,461	)
Trade accounts payable		(1,000	)		—			1,183			—			183
Accrued liabilities		8,850			—			3,216			—			12,066
Due to / from affiliates		(48,258	)		52,255			(5,551	)		—			(1,554	)
Deferred revenue		873			—			8,063			(3,261	)		5,675
Other liabilities		(4,600	)		—			(341	)		—			(4,941	)
Net cash provided by operating activities		101,103			75,221			14,815			—			191,139
Investing activities—purchases of property and equipment	$	(6,720	)	$	—		$	(379	)	$	—		$	(7,099	)

(Continued)

F-71

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Cash Flows' Information (Continued)—For the Year Ended December 31, 2010

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations		Consolidated Starz, LLC
Financing activities:
Borrowings of debt	$	—		$			$	129,343		$	—	$	129,343
Payments of debt		(3,700	)		—			(198,335	)		—		(202,035	)
Net advances to / from affiliate		(35,812	)		—			35,812			—		—
Contribution from affiliate		—			—			15,000			—		15,000
Contribution from noncontrolling owner of subsidiary		—			—			500			—		500
Distributions to affiliate		—			(75,221	)		—			—		(75,221	)
Settlement of derivative instruments		—			—			(6,301	)		—		(6,301	)
Restricted cash		—			—			10,300			—		10,300
Net cash used in financing activities		(39,512	)		(75,221	)		(13,681	)		—		(128,414	)
Effect of exchange rate changes on cash and cash equivalents		—			—			59			—		59
Discontinued operations:
Net cash provided by operating activities		—			—			753			—		753
Net cash used in investing activities		—			—			(1,836	)		—		(1,836	)
Net cash used in financing activities		—			—			(1,390	)		—		(1,390	)
Effect of exchange rate changes on cash and cash equivalents held by discontinued operations		—			—			85			—		85
Change in available cash held by discontinued operations		—			—			3,460			—		3,460
Net cash provided by discontinued operations		—			—			1,072			—		1,072
Net increase in cash and cash equivalents		54,871			—			1,886			—		56,757
Cash and cash equivalents:
Beginning of year		251,286			—			7,609			—		258,895
End of year	$	306,157		$	—		$	9,495		$	—	$	315,652
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	1,202		$	—		$	2,574		$	—	$	3,776
Cash paid for income taxes	$	118,636		$	—		$	2,070		$	—	$	120,706
Contribution of notes receivable from affiliate	$	—		$	—		$	426,254		$	—	$	426,254
Distribution of notes receivable to affiliate	$	—		$	—		$	489,134		$	—	$	489,134
(Distribution)/contribution of due from affiliate	$	(39,885	)	$	—		$	39,885		$	—	$	—

F-72

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Cash Flows' Information—For the Year Ended December 31, 2009

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations			Consolidated Starz, LLC
Operating activities:
Net income (loss)	$	204,874		$	119,340		$	(129,294	)	$	(75,580	)	$	119,340
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Income from discontinued operations		—			—			(1,253	)		—			(1,253	)
Phantom stock appreciation rights and long term incentive plan		37,195			—			(2,053	)		—			35,142
Payments of long term incentive plan		(2,565	)		—			—			—			(2,565	)
Amortization of program rights		615,345			—			—			(7,844	)		607,501
Amortization of investment in films and television programs		10,981			—			64,340			—			75,321
Depreciation and amortization		16,415			—			7,055			—			23,470
Noncash interest on debt due to affiliate		—			—			13,498			—			13,498
Share of earnings of consolidated subsidiaries		—			(70,449	)		—			70,449			—
Deferred income taxes		1,739			17,260			—			—			18,999
Other non-cash items		(1,186	)		—			10,039			(3,078	)		5,775
Changes in assets and liabilities:
Trade accounts receivable		(6,654	)		—			37,098			1,608			32,052
Program rights		(568,813	)		—			—			16,593			(552,220	)
Investment in films and television programs		(78,953	)		—			(61,839	)		—			(140,792	)
Other current assets		(4,138	)		—			9,944			—			5,806
Other assets		(254	)		—			1,781			—			1,527
Trade accounts payable		5,625			—			(8,402	)		—			(2,777	)
Accrued liabilities		5,048			—			(5,292	)		—			(244	)
Due to / from affiliates		5,733			(158	)		(5,478	)		—			97
Deferred revenue		2,921			—			(26,215	)		(2,148	)		(25,442	)
Other liabilities		104			—			(1,263	)		—			(1,159	)
Net cash provided by (used in) operating activities		243,417			65,993			(97,334	)		—			212,076
Investing activities—purchases of property and equipment	$	(9,664	)	$	—		$	(354	)	$	—		$	(10,018	)

(Continued)

F-73

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 14—Supplemental Guarantor Condensed Consolidating Financial Information (Continued)

Consolidating Statement of Cash Flows' Information (Continued)—For the Year Ended December 31, 2009

(in thousands)

	Starz Entertainment, LLC (Guarantor)			Starz, LLC Parent Only (Co-Issuer)			Starz Media and Other Businesses (Non-Guarantors)			Eliminations		Consolidated Starz, LLC
Financing activities:
Borrowings of debt	$	—		$	—		$	115,800		$	—	$	115,800
Payments of debt		(3,502	)		—			(126,814	)		—		(130,316	)
Borrowings under note payable due to affiliate		—			—			94,000			—		94,000
Payments of note payable due to affiliate		(66,536	)		—			(5,637	)		—		(72,173	)
Net advances to / from affiliate		(9,776	)		—			9,776			—		—
Distributions to affiliate		—			(65,993	)		—			—		(65,993	)
Settlement of derivative instruments		—			—			(6,920	)		—		(6,920	)
Restricted cash		—			—			(9,468	)		—		(9,468	)
Net cash provided by (used in) financing activities		(79,814	)		(65,993	)		70,737			—		(75,070	)
Effect of exchange rate changes on cash and cash equivalents		—			—			243			—		243
Discontinued operations:
Net cash provided by operating activities		—			—			12,847			—		12,847
Net cash used in investing activities		—			—			(1,213	)		—		(1,213	)
Net cash provided by financing activities		—			—			6,664			—		6,664
Effect of exchange rate changes on cash and cash equivalents held by discontinued operations		—			—			92			—		92
Change in available cash held by discontinued operations		—			—			(4,723	)		—		(4,723	)
Net cash provided by discontinued operations		—			—			13,667			—		13,667
Net increase (decrease) in cash and cash equivalents		153,939			—			(13,041	)		—		140,898
Cash and cash equivalents:
Beginning of year		97,347			—			20,650			—		117,997
End of year	$	251,286		$	—		$	7,609		$	—	$	258,895
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	2,233		$	—		$	10,859		$	—	$	13,092
Cash paid for income taxes	$	116,514		$	—		$	1,180		$	—	$	117,694

F-74

Starz, LLC and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2011, 2010 and 2009

Note 15—Subsequent Events (Unaudited)

        During August 2012, LMC's Board of Directors authorized a plan to distribute to the stockholders of LMC shares of a subsidiary that will hold all of the businesses, assets and liabilities of LMC not associated with Starz, LLC (the "Spin-Off"). The transaction will be effected as a pro-rata dividend of shares, expected to be on a 1 to 1 ratio, of Liberty Spinco, Inc. ("Liberty Spinco"), a newly created subsidiary to the stockholders of LMC. The subsidiary, which would become a separate public company, upon the completion of the Spin-Off will be renamed Liberty Media Corporation. The businesses, assets and liabilities not included in Liberty Spinco will remain part of a separate public company to be named Starz. In connection with the reorganization transaction, LMC currently contemplates that the Company will pay a total cash dividend of $1,800.0 million to LMC (inclusive of $400.0 million in cash dividends paid since June 30, 2012). The Spin-Off is subject to various conditions, but is expected to occur in late 2012 or early 2013. Following the Spin-Off, Liberty Spinco and Starz will operate independently, and neither will have any stock ownership, beneficial or otherwise, in the other.

        Additionally, in connection with the plan to separate the assets of LMC and the Company, the Company will distribute its corporate office building and related building improvements to LMC and enter into a capital lease with LMC to leaseback the facilities from LMC. The terms of such lease are still being negotiated. The net book value of the building and building improvements at June 30, 2012 was approximately $50.0 million.

        On September 13, 2012, the Company and Starz Finance Corp. co-issued $500.0 million of 5% Senior Notes due September 15, 2019 (the "Senior Notes"). Starz Finance Corp. is a wholly-owned subsidiary of the Company and was formed for the sole purpose of co-issuing the Senior Notes. Starz Finance Corp. does not have and will not have any operations, assets or subsidiaries of its own. The Senior Notes pay interest semi-annually on September 15 and March 15 of each year. The Senior Notes are guaranteed jointly and severally by Starz Entertainment and Starz Finance Corp. The Company used the net proceeds and cash on hand to repay the $500.0 million term loan under the Senior Secured Credit Facilities.

F-75

Report and Consent of Independent Registered Public Accounting Firm

The Member
Starz, LLC:

        The audits referred to in our report dated April 27, 2012, except as to note 13, which is as of October 23, 2012, included the related financial statement schedule as of December 31, 2011, and for each of the years in the three-year period ended December 31, 2011, included in the registration statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the registration statement on Form S-4.

/s/ KPMG LLP

Denver, Colorado
October 23, 2012

F-76

Schedule II. Valuation and Qualifying Accounts

Starz, LLC and Subsidiaries

December 31, 2011

(in thousands)

Description	Balance at beginning of period		Charged to costs and expenses(1)		Charged to other accounts		Deductions(2)			Balance at end of period
Year ended December 31, 2011:
Reserves:
Allowance for doubtful accounts	$	3,723	$	426	$	—	$	(1,976	)	$	2,173
Allowance for sales returns		26,967		101,628		—		(92,433	)		36,162
Total	$	30,690	$	102,054	$	—	$	(94,409	)	$	38,335
Year ended December 31, 2010:
Reserves:
Allowance for doubtful accounts	$	5,094	$	1,954	$	—	$	(3,325	)	$	3,723
Allowance for sales returns		29,134		75,126		—		(77,293	)		26,967
Total	$	34,228	$	77,080	$	—	$	(80,618	)	$	30,690
Year ended December 31, 2009:
Reserves:
Allowance for doubtful accounts	$	3,955	$	1,542	$	—	$	(403	)	$	5,094
Allowance for sales returns		24,171		72,008		—		(67,045	)		29,134
Total	$	28,126	$	73,550	$	—	$	(67,448	)	$	34,228

(1)

Charges for doubtful accounts are included in general and administrative expense and charges for sales returns are recorded against revenue.

(2)

Uncollectible accounts written off, foreign currency exchange rate and actual video returns.

F-77

$500,000,000

Starz, LLC
Starz Finance Corp.

Exchange Offer for

5.00% Senior Notes due 2019

PROSPECTUS

[                  ], 2012

Part II: Information Not Required in Prospectus

Item 20.    Indemnification of Directors and Officers.

Starz, LLC

Delaware Law

        Section 108 of the Delaware Limited Liability Company Act provides that a limited liability company has the power to absolutely indemnify and hold harmless any member or manager from and against any claims.

Limited Liability Company Agreement

        Section 13 of the limited liability company agreement of Starz, LLC provides (with capitalized terms used but not defined herein having the meanings assigned to them in the limited liability company agreement) as follows: "The Company will indemnify the Manager and each Officer to the fullest extent permitted under the Act."

Starz Finance Corp.

Delaware Law

        Section 145 of the General Corporation Law of the State of Delaware ("DGCL") provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

        Section 102(b)(7) of the DGCL provides, generally, that the certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective.

II-1

Certificate of Incorporation

        Article X of the certificate of incorporation of Starz Finance Corp. limits director liability (with capitalized terms used but not defined herein having the meanings assigned to them in the certificate of incorporation) as follows:

No director of the Corporation shall have any liability to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware, as amended from time to time. Any repeal or modification of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to the time of such repeal or modification.

Bylaws

        Article VII of the bylaws of Starz Finance Corp. limits liability (with capitalized terms used but not defined herein having the meanings assigned to them in the bylaws) as follows:

        Section 1.General.    The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended from time to time, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) judgments, penalties, fines and amounts paid in settlement actually and actually reasonably incurred by such person in connection with the proceeding. However, the Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of the Corporation. If a person is not wholly successful in defense of a proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in a proceeding, the Corporation shall indemnify such person against all expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

        Section 2.Advances For Expenses.    The Corporation shall pay the reasonable expenses (including attorneys' fees) incurred by a director or officer of the Corporation in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon a receipt of an undertaking by the director or officer to repay all expenses (including attorneys' fees) advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Payment of such expenses incurred by other employees and agents of the Corporation may be made by the Board in its discretion upon such terms and conditions, if any, as it deems appropriate.

        Section 3.Rights Not Exclusive.    The rights conferred on any person by this Article shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The indemnification and advancement of expenses provided for by this Article shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

II-2

        Section 4.Claims.    Notwithstanding any other provision of this Article, if a claim for indemnification or advancement of expenses under this Article is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

        Section 5.Other Indemnification.    In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the recipient of the payment, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights. The Corporation shall not be liable to make any payment of amounts otherwise indemnifiable or subject to advancement hereunder if and to the extent that a person has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, such person shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. The Corporation's obligation to indemnify or advance expenses hereunder to a person who is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

        Section 6.Amendment Or Repeal.    Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Guarantor

Starz Entertainment, LLC

Colorado Law

        Section 7-80-104(k) of the Colorado Limited Liability Act states that each limited liability company may "[i]ndemnify a member or manager or former member or manager of the limited liability company as provided in section 7-80-407."

        Section 7-80-407 states that "[a] limited liability company shall reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person's duties to the limited liability company."

Fifth Amended and Restated Operating Agreement

        Section 13 of the fifth amended and restated operating agreement of Starz Entertainment LLC provides (with capitalized terms used but not defined herein having the meanings assigned to them in the fifth amended and restated operating agreement) as follows: "The Company will indemnify the Manager and Officer to the fullest extent permitted under the Act."

II-3

Item 21.    Exhibits and Financial Statement Schedules.

(a)

Exhibits.    The following is a complete list of Exhibits filed as part of this registration statement.

Exhibit No.		Description of Exhibit
	3.1	Certificate of Formation of Starz, LLC dated August 10, 2006*
	3.2	Limited Liability Company Agreement of Starz, LLC dated August 10, 2006*
	3.3	Certificate of Incorporation of Starz Finance Corp. dated August 30, 2012*
	3.4	Bylaws of Starz Finance Corp. dated August 30, 2012*
	3.5	Articles of Restatement of the Articles of Organization Starz Entertainment, LLC (formerly known as Starz Entertainment Group LLC, formerly known as Starz Encore Group LLC, formerly known as Starz Encore Media Group LLC, formerly known as Starzencore Media Group LLC, formerly known as Encore Media Group LLC, formerly known as Encore Investments LLC), dated July 10, 1997, as amended October 22, 1997, as further amended December 13, 1999, as further amended December 17, 1999, as further amended February 4, 2000, as further amended October 18, 2004, as further amended August 22, 2006*
	3.6	Fifth Amended and Restated Operating Agreement of Starz Entertainment, LLC dated September 25, 2007*
	4.1	Indenture dated as of September 13, 2012 among Starz, LLC and Starz Finance Corp. as issuers, the guarantors named therein and U.S. Bank National Association, as trustee*
	4.2	Registration Rights Agreement, dated as of September 13, 2012, by and among Starz, LLC and Starz Finance Corp. as issuers, Starz Entertainment, LLC as the Guarantor, and Suntrust Robinson Humphrey,  Inc.*
	5.1	Opinion of Sherman & Howard L.L.C. as to the validity of the securities being registered*
	8.1	Opinion of Sherman & Howard L.L.C. with respect to federal tax matters*
	10.1	Credit Agreement dated as of November 16, 2011 among Starz, LLC, as the borrower, the lenders from time to time party thereto, the Bank of Nova Scotia, as administrative agent, Suntrust Bank, as syndication agent, and the other parties thereto*
	12.1	Computation of Ratio of Earnings to Fixed Charges*
	21.1	Subsidiaries of the Registrant*
	23.1	Consent of KPMG LLP (included on Page F-76)
	23.3	Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1)
	24.1	Power of Attorney for each Registrant (included beginning on Page II-7)
	25.1	Statement of Eligibility of Trustee on Form T-1 of U.S. Bank National Association, as Trustee*
	99.1	Form of Letter of Transmittal*
	99.2	Form of Letter to Clients*
	99.3	Form of Letter to Depository Trust Company Participants*

*

Filed herewith.

II-4

        (b)    Financial Statement Schedules.    Schedules not listed above have been omitted because the information set forth therein is not material, not applicable or is included in the financial statements or notes of the prospectus which forms a part of this registration statement.

Item 22.    Undertakings.

        The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability under the Securities Act to any purchaser:

          (i)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

        (5)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned

II-5

registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (6)   That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (7)   To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act of 1939 (the "Act") in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

        (8)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (9)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-6

Signatures

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on October 23, 2012.

Starz, LLC
By:	/s/ SCOTT MACDONALD
	Name:	Scott Macdonald
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below appoints each of Glenn Curtis and Scott Macdonald, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the date indicated.

Signature	Title	Date
/s/ CHRIS ALBRECHT Chris Albrecht	Chief Executive Officer (Principal Executive Officer)	October 23, 2012
/s/ SCOTT MACDONALD Scott Macdonald	Chief Financial Officer (Principal Financial and Accounting Officer)	October 23, 2012
/s/ GREGORY B. MAFFEI Gregory B. Maffei	President and Chief Executive Officer of Liberty Media Corporation, as the sole member-manager of Starz, LLC	October 23, 2012

II-7

Signatures

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on October 23, 2012.

Starz Finance Corp.
By:	/s/ SCOTT MACDONALD
	Name:	Scott Macdonald
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below appoints each of Glenn Curtis and Scott Macdonald, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the date indicated.

Signature	Title	Date
/s/ CHRIS ALBRECHT Chris Albrecht	Chief Executive Officer and Director (Principal Executive Officer)	October 23, 2012
/s/ SCOTT MACDONALD Scott Macdonald	Chief Financial Officer (Principal Financial and Accounting Officer)	October 23, 2012
/s/ MARK D. CARLETON Mark D. Carleton	Director	October 23, 2012
/s/ GREGORY B. MAFFEI Gregory B. Maffei	Director	October 23, 2012

II-8

Signatures

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on October 23, 2012.

Starz Entertainment, LLC
By:	/s/ SCOTT MACDONALD
	Name:	Scott Macdonald
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below appoints each of Glenn Curtis and Scott Macdonald, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the date indicated.

Signature	Title	Date
/s/ CHRIS ALBRECHT Chris Albrecht	Chief Executive Officer and Member of Management Committee (Principal Executive Officer)	October 23, 2012
/s/ SCOTT MACDONALD Scott Macdonald	Chief Financial Officer (Principal Financial and Accounting Officer)	October 23, 2012
/s/ MARK D. CARLETON Mark D. Carleton	Member of Management Committee	October 23, 2012
/s/ GREGORY B. MAFFEI Gregory B. Maffei	Member of Management Committee	October 23, 2012

II-9

Exhibit List

(a)

Exhibits.    The following is a complete list of Exhibits filed as part of this registration statement.

Exhibit No.		Description of Exhibit
	3.1	Certificate of Formation of Starz, LLC dated August 10, 2006*
	3.2	Limited Liability Company Agreement of Starz, LLC dated August 10, 2006*
	3.3	Certificate of Incorporation of Starz Finance Corp. dated August 30, 2012*
	3.4	Bylaws of Starz Finance Corp. dated August 30, 2012*
	3.5	Articles of Restatement of the Articles of Organization Starz Entertainment, LLC (formerly known as Starz Entertainment Group LLC, formerly known as Starz Encore Group LLC, formerly known as Starz Encore Media Group LLC, formerly known as Starzencore Media Group LLC, formerly known as Encore Media Group LLC, formerly known as Encore Investments LLC), dated July 10, 1997, as amended October 22, 1997, as further amended December 13, 1999, as further amended December 17, 1999, as further amended February 4, 2000, as further amended October 18, 2004, as further amended August 22, 2006*
	3.6	Fifth Amended and Restated Operating Agreement of Starz Entertainment, LLC dated September 25, 2007*
	4.1	Indenture dated as of September 13, 2012 among Starz, LLC and Starz Finance Corp. as issuers, the guarantors named therein and U.S. Bank National Association, as trustee*
	4.2	Registration Rights Agreement, dated as of September 13, 2012, by and among Starz, LLC and Starz Finance Corp. as issuers, Starz Entertainment, LLC as the Guarantor, and Suntrust Robinson Humphrey,  Inc.*
	5.1	Opinion of Sherman & Howard L.L.C. as to the validity of the securities being registered*
	8.1	Opinion of Sherman & Howard L.L.C. with respect to federal tax matters*
	10.1	Credit Agreement dated as of November 16, 2011 among Starz, LLC, as the borrower, the lenders from time to time party thereto, the Bank of Nova Scotia, as administrative agent, Suntrust Bank, as syndication agent, and the other parties thereto*
	12.1	Computation of Ratio of Earnings to Fixed Charges*
	21.1	Subsidiaries of the Registrant*
	23.1	Consent of KPMG LLP (included on Page F-76)
	23.3	Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1)
	24.1	Power of Attorney for each Registrant (included beginning on Page II-7)
	25.1	Statement of Eligibility of Trustee on Form T-1 of U.S. Bank National Association, as Trustee*
	99.1	Form of Letter of Transmittal*
	99.2	Form of Letter to Clients*
	99.3	Form of Letter to Depository Trust Company Participants*

*

Filed herewith.

II-10

        (b)    Financial Statement Schedules.    Schedules not listed above have been omitted because the information set forth therein is not material, not applicable or is included in the financial statements or notes of the prospectus which forms a part of this registration statement.

II-11

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

STARZ, LLC

(a Delaware limited liability company)

August 10, 2006

1.The name of the limited liability company is Starz, LLC.

2.The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Starz, LLC.

/s/ Katherine F. Beckes

Katherine F. Beckes, Authorized Person

EX-3.2

Exhibit 3.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

STARZ, LLC

This Limited Liability Company Agreement is made as of this 10th day of August, 2006 by Liberty Programming Company, LLC, a (the “Member”) as the sale member of Starz, LLC (the “Company”), to set forth provisions for the administration and regulation of the affairs of the Company:

1.             Formation.  The Company was formed on the date hereof by filing a certificate of formation with the Delaware Secretary of State pursuant to the Delaware Limited Liability Company Act (the “Act”) on behalf of the Member.

2.             Company Name.  The business of the Company will be conducted under the name “Starz, LLC” or any other name or tradename determined by the Manager in accordance with applicable law.

3.             Office and Agent.  The registered office of the Company in Delaware will be at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, and its registered agent will be The Prentice-Hall Corporation System, Inc.

4.             Foreign Qualification.  The Company will apply for any required certificate of authority to do business in any other state or jurisdiction, as required or appropriate.

5.             Term.  The Company became effective on the date hereof and will continue in perpetuity, unless and until a dissolution occurs and a Certificate of Cancellation is filed with the Delaware Secretary of State.

6.             Member.  As of the date hereof, the sole member of the Company is Liberty Programming Company LLC, a Delaware limited liability company.

7.             Purpose.  The Company may engage in any lawful business, subject to any provisions of law governing or regulating such business.

8.             Ownership Interest.  An ownership interest (“Ownership Interest”) in the Company includes the holder’s rights to share profits, losses and distributions, and to vote or consent with respect to any action subject to member approval, as well as all obligations imposed upon a member under the Act or this Agreement.  The Member holds 100% of the Ownership Interests in the Company.

9.             Transferees.  The Member may freely transfer all or any part of such Member’s Ownership Interest.  The transferee will, without further act, succeed to all of the benefits and burdens of such Ownership Interest as a member (to the extent of the interest transferred).  Each transferee of an Ownership Interest becomes admitted to the Company as a member under the Act.  If, after the transfer, there are two or more members, (a) any decision by the Company will be made by members owning a majority of the Ownership Interests, (b) any profits or losses will be allocated, and any distribution will be made, to the members in proportion to their Ownership Interests, and (c) any reference in this Agreement to the Member will be deemed to be a reference to the members.

10.          Powers.  The Company has all of the powers granted to a limited liability company under the Act, as well as all powers necessary or convenient to achieve its purposes and to further its business.

11.          Management.

(a)           Manager.  All management rights and powers are vested in the Member, who is the “manager” for purposes of the Act (the “Manager”).  If the Member is the only member of the Company at the time that it transfers all of its Ownership Interest to a single transferee, the transferee will be the Manager.

(b)           Appointment of Officers.  The Manager may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person.  Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, including, to the extent applicable, the power to bind the Company.  Any delegation pursuant to this Section may be revoked at any time by the Manager.

(c)           Duties of Officers.  The Officers will take all actions which are necessary and appropriate to conduct the day-to-day operations of the Company’s business subject to the supervision of the Manager.  Any Officer may be removed by the Manager at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an Officer shall not, of itself, create contract rights.

(d)           Stock of Other Corporations or Other Interests.  Unless otherwise ordered by the Manager, each of the President, any Vice President and the Secretary, and such attorneys or agents of the Company as may be from time to time authorized by the Manager or the President, shall have full power and authority on behalf of this Company to attend and to act and vote in person or by proxy at any meeting of the holders of securities of any corporation or other entity in which this Company may own or hold shares or other securities, and at such meetings shall possess and may exercise all the rights and powers incident to the ownership of such shares or other securities which this Company, as the owner or holder thereof, might have possessed and exercised if present.  Each of the President, any Vice President the Secretary, and such attorneys or agents may also execute and deliver on behalf of the Company powers of attorney, proxies,

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consents, waivers and other instruments relating to the shares or securities owned or held by the Company.

12.          Authority.  The Manager and each Officer is an agent of the Company for the purpose of its business.  The act of the Manager or any Officer binds the Company, including acts for apparently carrying on in the usual way the business of the Company.  No third party dealing with the Company will be required to ascertain whether the Manager or an Officer is acting within the scope of the Manager’s or Officer’s authority.

13.          Indemnification.  The Company will indemnify the Manager and each Officer to the fullest extent permitted under the Act.

14.          Capital Contributions.  The Member is transferring $1,000 to the Company as the Member’s initial capital contribution.  No additional contribution of capital will be required from the Member unless otherwise required by law.  The Member has no obligation to restore a deficit capital account at any time (whether upon liquidation or otherwise).

15.          Capital Accounts.  The Company will maintain a capital account for the Member.  Credits and charges to capital accounts will be made in accordance with the Company’s accounting method.

16.          Profits and Losses.  For each fiscal year of the Company, profits or losses of the Company will be an amount equal to the Company’s income or loss determined in accordance with the Company’s accounting method.  Any such profits or losses (including items of income, gain, loss and deduction for each fiscal year) will be allocated to the Member.

17.          Cash Reserves.  The Manager may establish and maintain reasonable cash reserves for operating expenses (other than depreciation, amortization or similar non-cash allowances), reinvestments, capital improvements and debt service.  The amount of such reserves will be as the Manager may determine.

18.          Distributions.  Distributions of cash or other property to the Member will be made as the Manager may determine.  Distributions may be made out of profits (either current or accumulated) or capital, or both.

19.          Distribution Limitation.  Notwithstanding any other provision of this Agreement, the Company will not make any distribution to the Member if, after giving effect to the distribution, the liabilities of the Company (other than liabilities to the Member on account of its Ownership Interest) would exceed the fair value of the Company’s assets.  With respect to any property subject to a liability for which the recourse of creditors is limited to the specific property, such property will for this purpose be included in assets only to the extent that the property’s fair value exceeds its associated liability, and such liability will be excluded from the Company’s liabilities.

20.          Limited Liability.  Except as provided by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and neither the Member nor the Manager is personally obligated for any such debt, obligation, or liability of the Company solely by reason of being a member or

3

acting as a manager of the Company.  If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the three-year period and an adjudication of liability against the Member is made in such action.

21.          Action Without a Meeting.  Any action required or permitted under the Act to be taken at a meeting of members or managers may be taken without a meeting if the action is evidenced by the written consent describing the action taken, signed by the Member or the Manager, as applicable.

22.          Tax Status.  As provided in the tax regulations under § 7701 of the Internal Revenue Code, for federal income tax purposes the Company will be disregarded as an entity separate from its owner as long as it has only one member.  At any time that the Company has two or more members, the Company will be treated as a partnership for federal income tax purposes.  The Company will not elect to be classified as an association for federal income tax purposes unless this Agreement is amended to provide specifically for such an election.  To the extent possible, similar provisions with respect to income tax status will apply for state and local tax purposes.

23.          Fiscal Year.  For income tax and accounting purposes, the fiscal year of the Company will be the same as that of the Member (unless otherwise required by the Code).

24.          Accounting Method.  For income tax and accounting purposes, the Company will use the same accounting method as the Member (unless otherwise required by the Code).

25.          Reports.  The Company books will be closed at the end of each fiscal year and statements prepared showing the financial condition of the Company and its profits or losses from operations.

26.          Books and Records.  The Company will keep, at its principal office in Colorado, all records required by the Act.  Such records will be available for inspection and copying by the Member, at its expense, during ordinary business hours.  In addition, the Member will be entitled to such information and accounting with respect to the Company as provided in the Act.

27.          Banking.  The Company may establish one or more bank or financial accounts and safe deposit boxes.  The Manager may authorize one or more individuals to sign checks on and withdraw funds from such bank or financial accounts and to have access to such safe deposit boxes, and may place such limitations and restrictions on such authority as the Manager deems advisable.

28.          Dissolution.  Dissolution of the Company will occur only upon the written consent of the Member or as otherwise provided by law.  Notwithstanding the foregoing, if the Member is the only member at the time that it transfers all of its Ownership Interest in the Company, the transferee will be deemed to have been admitted and substituted as the Member and will be deemed to have elected to continue the business of the Company.  Upon dissolution of the Company and the completion of the winding up of its business and the distribution of its assets, the Company will file a Certificate of Cancellation with the Delaware Secretary of State.  At

4

such time, the Company will also file an application for withdrawal of its certificate of authority in any jurisdiction where it is then qualified to do business.

29.          Liquidation.  Upon dissolution of the Company, the Manager will immediately proceed to wind up the business of the Company and liquidate.  Until the filing of a Certificate of Cancellation, the Manager may settle and close the Company’s business, prosecute and defend suits, dispose of its property, discharge or make provision for its liabilities, and make distributions in liquidation of the Company.

30.          Priority of Payment.  The assets of the Company will be distributed in liquidation of the Company in the following order: (a) first, to creditors by the payment or provisions for payment of the debts and liabilities of the Company, and the expenses of liquidation, (b) second, to the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company, and (c) third, the balance of the Company’s assets to the Member.

31.          Binding Effect.  This Agreement is binding upon, and inures to the benefit of, the Member and its successors and assigns.

32.          Terms.  Terms used with initial capital letters will have the meanings specified, applicable to both singular and plural forms, for all purposes of this Agreement.  All pronouns (and any variation) will be deemed to refer to the masculine, feminine or neuter, as the identity of the person may require.  The singular or plural include the other, as the context requires or permits, The word include (and any variation) is used in an illustrative sense rather than a limiting sense.

33.          Governing Law.  This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware.  Any conflict (or apparent conflict) between this Agreement and the Act will be resolved in favor of this Agreement except as otherwise required by the Act.  Any matter not specifically covered by this Agreement will be determined as provided in the Act.

The Member has signed this Limited Liability Company Agreement of Starz, LLC to be effective upon the date first written above, notwithstanding the actual date of signing.

LIBERTY PROGRAMMING COMPANY LLC
By: LMC Capital LLC, its manager
By:	/s/ Charles Y. Tanabe
	Charles Y. Tanabe
	Senior Vice President

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

STARZ FINANCE CORP.

August 30, 2012

I, the undersigned, for purposes of incorporating and organizing a corporation (the “Corporation”) under the General Corporation law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I
NAME

The name of the Corporation is:  Starz Finance Corp.

ARTICLE II
REGISTERED OFFICE

The address of the registered office of the Corporation is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name of the registered agent at such address is Corporation Service Company.

ARTICLE III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV
AUTHORIZED STOCK

The total number of shares of stock which the Corporation shall have authority to issue is 10,000.  All such shares are to be Common Stock, par value of $.01 each per share, and are to be of one class.

ARTICLE V
INCORPORATOR

The incorporator of the Corporation is Ruth M. Huff, whose mailing address is 12300 Liberty Boulevard, Englewood, Colorado 80112.

ARTICLE VI
ELECTIONS OF DIRECTORS

Elections of directors need not be by written ballot, except and to the extent provided in the bylaws of the Corporation (the “Bylaws”).

ARTICLE VII
AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors of the Corporation is expressly authorized to make, alter and repeal the Bylaws; provided that any bylaw adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered or repealed by the stockholders.

ARTICLE VIII
AMENDMENTS TO CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors, or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

ARTICLE IX
INITIAL DIRECTORS

The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware.  The names and mailing addresses of the persons who are to serve as the initial directors of the Corporation until the first annual meeting of stockholders of the Corporation, or until their successors are duly elected and qualified, are:

Christopher Albrecht	8900 Liberty Circle
	Englewood, Colorado 80112
Gregory B. Maffei	12300 Liberty Boulevard
	Englewood, Colorado 80112
Mark D. Carleton	12300 Liberty Boulevard
	Englewood, Colorado 80112

The governing body of this Corporation shall be a board of directors (the “Board”).  The number of directors may, from time to time, be increased or decreased in such manner as shall be provided by the Bylaws.  The powers of the Board shall commence upon the acceptance for filing of this Certificate of Incorporation by the Secretary of State of the State of Delaware.

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ARTICLE X
LIMITATION OF DIRECTOR LIABILITY

No director of the Corporation shall have any liability to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware, as amended from time to time.  Any repeat or modification of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to the time of such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is her act and deed on this the 30th day of August, 2012.

/s/ Ruth M. Huff

Ruth M. Huff

Incorporator

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EX-3.4

Exhibit 3.4

BYLAWS

OF

Starz Finance Corp.
(this “Corporation”)

Adopted as of August 30, 2012

PREAMBLE

These Bylaws contain provisions for the regulation and management of the affairs of the Corporation.  They are based in part upon provisions of the Delaware General Corporation Law (the “Law”) and the Certificate of Incorporation (the “Certificate”) in effect on the date of adoption.  If these Bylaws conflict with the Law or the Certificate as the result of subsequent changes in the Law, an intervening amendment of the Certificate or otherwise, the Law and the Certificate shall govern.  In using these Bylaws, reference should also be made to the then current provisions of the laws of Delaware, the Law and the Certificate.

ARTICLE I
OFFICES AND CORPORATE SEAL

Section 1.Registered Office.  The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle.  The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors (the “Board”) shall from time to time determine or the business of the Corporation may require.

Section 2.Corporate Seal.  The seal of the corporation shall have inscribed thereon the word “Seal”.  The Board shall have power to alter the same at its pleasure.

ARTICLE II
SHARES AND TRANSFER THEREOF

Section 1.Share Certificates.  The shares of the Corporation shall be represented by certificates signed by the Chairman of the Board (the “Chairman”), the Vice Chairman of the Board (the “Vice Chairman”), the President, an Executive Vice President, a Senior Vice President or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.  In case any officer who has signed a certificate shall have ceased to be such officer before the certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of its issue.

Section 2.Issuance of New Certificate.  No new certificates evidencing shares shall be issued unless and until the old certificate or certificates, in lieu of which the new certificate is issued, shall be surrendered for cancellation, except as provided in Section 3 of this Article II.

Section 3.Lost or Destroyed Certificates.  In case of loss or destruction of any certificate of shares, another certificate may be issued in its place upon satisfactory proof of such loss or destruction and, at the discretion of the Corporation, upon giving to the Corporation a satisfactory bond of indemnity issued by a corporate surety in an amount and for a period satisfactory to the Board.

ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF

Section 1.Stockholders of Record.  Only stockholders of record on the books of the Corporation shall be entitled to be treated by the Corporation as holders-in-fact of the shares standing in their respective names, and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm, or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by state law.

Section 2.Location of Stockholder Meetings.  Meetings of stockholders shall be held at the principal office of the Corporation or at such other place, either within or without of the state of its incorporation, as may be designated in the notice of meeting.

Section 3.Annual Meeting of Stockholders.  In the absence of a resolution of the Board providing otherwise, the annual meeting of stockholders of the Corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on September 1, if the same is not a legal holiday, and if a legal holiday, then on the next succeeding business day.  If a quorum is not present, the meeting may be adjourned from time to time.

Section 4.Special Meetings of Stockholders.  Special meetings of stockholders may be called by the Chairman, the Vice Chairman, the President, (or in such person’s absence, by an Executive Vice President, or a Senior Vice President or a Vice President), the Board, or the holders of not less than one-tenth (1/10) of all shares entitled to vote on the subject matter for which the meeting is called.

Section 5.Notice of Stockholder Meetings.  Written or printed notice stating the place, day, and hour of the stockholders’ meeting, and in case of a special meeting of stockholders, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman, the Vice Chairman, the President, the Secretary, the Board, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at such person’s address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.  If a quorum for the transaction of business shall not be represented at the meeting, the meeting shall be adjourned by the stockholders present.

Section 6.Quorum.  A quorum at any meeting of stockholders shall consist of a majority of the shares of the Corporation entitled to vote thereat, represented in person or by

2

proxy.  If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by law, the Certificate or the Bylaws and except for the election of directors.  Directors shall be elected by a plurality of votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 7.Proxies.

(a)Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such person by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

(b)Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder by proxy, pursuant to subsection (a) of this section, the following shall constitute a valid means by which a stockholder may grant such authority.

(1)A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or its authorized officer, director, employee, or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2)A stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the stockholder.  If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

Any copy, facsimile telecommunication, or other reliable reproductions of the writing of transmission created pursuant to subsection (b) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication, or other reproduction shall be a complete reproduction of the entire original writing or transmission.

A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long, as it is coupled with an interest sufficient in law to support an irrevocable power.

Section 8.Consent in Lieu of Meeting.  Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth

3

the action so taken shall be signed and dated by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be filed with the minutes of proceedings of the stockholders.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders or members who have not consented in writing.

ARTICLE IV
DIRECTORS, POWERS, AND MEETINGS

Section 1.Board of Directors.  The business and affairs of the Corporation shall be managed by a board of one or more persons who need not be stockholders of the Corporation or residents of the state of incorporation unless required by state law, and who shall be elected at the annual meeting of stockholders or any adjournment thereof.  The number of directors may be increased or decreased by action of the stockholders from time to time.  Directors shall hold office until the next succeeding annual meeting of stockholders or until their earlier resignation or removal or until their successors have been elected and qualified; however, no provision of this section shall be restrictive upon the right of the Board to fill vacancies or upon the right of stockholders to remove directors as is hereinafter provided.

Section 2.Annual Meeting of Board of Directors.  A regular meeting of the Board for the purpose of electing officers and the transaction of such other business as may come before the meeting shall be held at the same place as, and immediately after, the annual meeting of stockholders, and no notice shall be required in connection therewith.

Section 3.Special Meetings of Board of Directors.  Special meetings of the Board may be called at any time by the Chairman, the Vice Chairman, the President (or in such person’s absence, by an Executive Vice President, a Senior Vice President or a Vice President), or a majority of the directors in office and may be held within or outside the state of incorporation.  Notice need not be given.  Special meetings of the board may be held at any time that all directors are present in person, and presence of any director at a meeting shall constitute waiver of notice of such meeting, except as otherwise provided by law.  Unless specifically required by law, the Certificate, or the Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 4.Quorum.  A quorum at all meetings of the Board shall consist of a majority of the number of directors then fixed by the Bylaws or by action of the Board, but a smaller number may adjourn from time to time without further notice, until a quorum be secured.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by the Certificate, the Bylaws, or Law.

Section 5.Vacancies.  Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board.  A director elected to fill a vacancy shall be elected for the unexpired term of such person’s predecessor in office, and shall hold such office until such person’s earlier resignation or

4

removal or until such person’s successor has been elected and qualified.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of the directors then in office or by an election at an annual meeting or at a special meeting of stockholders called for that purpose.  A director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders or until such person’s successor has been elected and qualified.

Section 6.Compensation of Directors.  Directors may receive such fees as may be established by appropriate resolution of the Board for attendance at meetings of the Board, and in addition thereto, may receive reasonable traveling expense, if any is required, for attendance at such meetings.

Section 7.Executive Committee.  The Board may, by resolution passed by a majority of the whole Board, designate an Executive Committee (the “Committee”) to consist of one (1) or more of the directors of the Corporation.  The Board may designate one (1) or more directors as alternate members of the Committee, who may replace any absent or disqualified member at any meeting of the Committee.  In the absence or disqualification of a member of the Committee, the member or members present at any meeting and not disqualified from voting, whether or not such person(s) constitute(s) a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.  The Committee shall have and may exercise to the fullest extent permitted by the Law, all the powers and authority of the Board in the management of the business and affairs of the Corporation, may act by and execute written consents, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 8.Removal of Directors.  Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows:  (1) Unless the Certificate otherwise provides, in the case of a corporation whose Board is classified, stockholders may effect such removal only for cause; or, (2) In the case of a corporation having cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against such person’s removal would be sufficient to elect such person if then cumulatively voted at an election of the entire Board, or, if there be classes of directors, at an election of the class of directors which such person is a part.

Section 9.Meetings by Telephone.  Members of the Board may participate in and act at any meeting of the Board through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person(s) so participating.

Section 10.Action Without a Meeting.  Any action which is required to be taken at a meeting of the directors, or of any committee of the directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, are signed by all of the members of the board or of the committee as the case may be.  The consents shall be filed in the corporate records.  Action taken is effective when all directors or committee members have signed the consent, unless the consent specifies a different effective date.  Such consent has the

5

same force and effect as an unanimous vote of the directors or committee members and may be stated as such in any document.

ARTICLE V
OFFICERS

Section 1.Elective Officers.  The elective officers of the Corporation, who need not be directors, shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the Board at its first meeting after the annual meeting of stockholders.  Unless removed in accordance with procedures established by state law and the Bylaws, the said officers shall serve until the next succeeding annual meeting of the Board or until their respective successors have been elected and qualified.  An officer may, unless prohibited by state law, hold more than one office except that no such officer shall execute, acknowledge, or verify any instrument in more than one (1) capacity if any such instrument is required by the Law, by the Bylaws, or by resolution of the Board, to be executed, acknowledged, or verified by any two (2) or more officers.

Section 2.Additional Officers.  The Board may elect or appoint a Chairman, a Vice Chairman, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, or such other officers as it may deem advisable, who shall hold office during the pleasure of the Board, and shall be paid such compensation as may be directed by the Board.  The Chairman, if any, the Vice Chairman, if any, the President, the Executive Vice President(s), if any, and the Senior Vice President(s), if any, shall individually or collectively, be known as the “Administrative Officers.”

Section 3.Powers and Duties.  The officers of the Corporation shall respectively exercise and perform the respective powers, duties, and functions as are stated below, and as may be assigned to them by the Board.

(a)Chairman of the Board.  The Chairman, if any, shall preside at all meetings of the stockholders and the Board.  Except where, by law, the signature of the President is required, the Chairman shall possess the same power as the President to sign all certificates, contracts, and other instruments of the Corporation which may be authorized by the Board.

(b)Vice Chairman of the Board.  The Vice Chairman, if any, shall, in the absence of the Chairman, preside at all meetings of the stockholders and the Board.  Except where, by law, the signature of the President is required, the Vice Chairman shall possess the same power as the President to sign all certificates, contracts, and other instruments of the Corporation which may be authorized by the Board.  In the absence of the Chairman, the Vice Chairman shall perform all the duties of the Chairman.

(c)President.  The President shall preside at all meetings of the stockholders and of the Board in the absence of the Chairman and Vice Chairman.  The President, any Executive Vice President, any Senior Vice President, or any Vice President, unless some other person is specifically authorized by the Board, shall sign all bonds, deeds, mortgages, leases, and contracts of the Corporation.  The President, any Executive Vice President, any Senior Vice President, or

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any Vice President, unless some other person is specifically authorized by the Board, shall have full authority on behalf of the Corporation to attend any meeting, give any waiver, cast any vote, grant any discretionary or directed proxy to any person, and exercise any other right of ownership with respect to shares of capital stock or other securities held by the Corporation and issued by any other corporation or with respect to any partnership, membership, trust, or similar interest held by the Corporation.  The President shall perform all the duties commonly incident to the office and such other duties as the Chairman, the Vice Chairman, or the Board shall designate.

(d)           Executive Vice President.  The Executive Vice President(s), if any, shall perform such duties as assigned to such person by the Chairman, the Vice Chairman, the President or the Board.  In the absence or disability of the President, an Executive Vice President shall perform all duties of the President.  If there is more than one person holding the office of Executive Vice President, the Executive Vice President designated by the Chairman, the Vice Chairman, the President, or the Board, shall in the absence or disability of the President perform all duties of the President.

(e)           Senior Vice President.  In the absence or disability of an Executive Vice President, a Senior Vice President, shall perform all duties of an Executive Vice President, and when so acting, shall have all the powers of and be subject to all the restrictions of an Executive Vice President.  If there is more than one person holding the office of Senior Vice President, the Senior Vice President designated by Chairman, the Vice Chairman, the President, any Executive Vice President, or the Board, shall in the absence or disability of the President or an Executive Vice President, perform all duties of the President or an Executive Vice President.  Each Senior Vice President shall have such other powers and perform such other duties as may from time to time be assigned to such person by the Chairman, the Vice Chairman, the President, any Executive Vice President or the Board.

(f)            Vice President.  In the absence or disability of a Senior Vice President, a Vice President, shall perform all duties of a Senior Vice President, and when so acting, shall have all the powers of and be subject to all the restrictions of a Senior Vice President.  If there is more than one person holding the office of Vice President, the Vice President designated by any Administrative Officer or the Board, shall in the absence or disability of the President, an Executive Vice President or a Senior Vice President, perform all duties of the President, an Executive Vice President or a Senior Vice President.  Each Vice President shall have such other powers and perform such other duties as may from time to time be assigned to such person by any Administrative Officer or the Board.

(g)           Assistant Vice President.  An Assistant Vice President, if any, may, at the request of any Administrative Officer, any Vice President, or the Board, perform all the duties of a Vice President, and when so acting shall have all the powers of, and be subject to all the restrictions of a Vice President.  An Assistant Vice President shall perform such other duties as may be assigned to such person by any Administrative Officer, any Vice President, or the Board.

(h)           Secretary.  The Secretary shall keep accurate minutes of all meetings of the stockholders and the Board.  The Secretary shall keep, or cause to be kept, a register of the stockholders of the Corporation and shall be responsible for the giving of notice of meetings of

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the stockholders or of the Board.  The Secretary shall be custodian of the records and of the seal, if any, of the Corporation.  The Secretary shall perform all duties commonly incident to the office and such other duties as may from time to time be assigned to such person by any Administrative Officer, any Vice President, or the Board.

(i)            Assistant Secretary.  An Assistant Secretary, if any, may, at the request of any Administrative Officer, any Vice President, the Secretary, or the Board, in the absence or disability of the Secretary, perform all of the duties of the Secretary.  If there is more than one person holding the office of Assistant Secretary, the Assistant Secretary designated by any Administrative Officer, any Vice President, the Secretary, or the Board shall in the absence or disability of the Secretary perform all duties of the Secretary.  An Assistant Secretary shall perform such other duties as may be assigned to such person by any Administrative Officer, any Vice President, the Secretary, or the Board.

(j)            Treasurer.  The Treasurer, subject to the order of the Board, shall have the care and custody of the money, funds, valuable papers, and documents of the Corporation.  The Treasurer shall keep accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by any Administrative Officer, any Vice President, or the Board.  The Treasurer shall perform all duties commonly incident to the office and such other duties as may from time to time be assigned to such person by any Administrative Officer, any Vice President, or the Board.

(k)           Assistant Treasurer.  An Assistant Treasurer, if any, may, at the request of any Administrative Officer, any Vice President, the Treasurer, or the Board in the absence or disability of the Treasurer, perform all of the duties of the Treasurer.  If there is more than one person holding the office of Assistant Treasurer, the Assistant Treasurer designated by any Administrative Officer, any Vice President, the Treasurer, or the Board shall in the absence or disability of the Treasurer perform all duties of the Treasurer.  The Assistant Treasurer shall perform such other duties as may be assigned to such person by any Administrative Officer, any Vice President, the Treasurer, or the Board.

(l)            Additional Officers.  Any additional officers elected or appointed by the Board shall have such titles and perform such duties as may be assigned by the Board.

Section 4.              Compensation of Officers.  All officers of the Corporation may receive salaries or other compensation if so ordered and fixed by the Board.  The Board shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable.

Section 5.              Delegation of Duties.  In the event of absence or inability of any officer to act, the Board may delegate the powers or duties, in addition to any other powers or duties specifically authorized in this Article V, of such officer to any other officer, director, or person whom it may select.

Section 6.              Removal of Officers.  Any officer or agent may be removed by the Board, at a meeting called for that purpose, whenever in its judgment the best interest of the Corporation

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will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not, of itself, create contract rights.

ARTICLE VI
FINANCE

Section 1.              Deposits and Withdrawals; Notes and Commercial Paper.  The monies of the Corporation shall be deposited in the name of the Corporation in such bank(s) or trust company(ies), as the Board shall designate, and may be drawn out only on checks signed in the name of the Corporation by such person(s) as the Board, by appropriate resolution, may direct.  Notes and commercial paper, when authorized by the Board, shall be signed in the name of the Corporation by such officer(s) or agent(s) as shall thereunto be authorized from time to time.

Section 2.              Fiscal Year.  The fiscal year of the Corporation shall be January 1 to December 31 or as determined by resolution of the Board.

ARTICLE VII
WAIVER OF NOTICE

Any stockholder, officer, or director may waive, in writing, any notice required to be given by state law or under the Bylaws, whether before or after the time stated therein.

ARTICLE VIII
INDEMNIFICATION

Section 1.              General.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended from time to time, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) judgments, penalties, fines and amounts paid in settlement actually and actually reasonably incurred by such person in connection with the proceeding.  However, the Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of the Corporation.  If a person is not wholly successful in defense of a proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in a proceeding, the Corporation shall indemnify such person against all expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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Section 2.              Advances For Expenses.  The Corporation shall pay the reasonable expenses (including attorneys’ fees) incurred by a director or officer of the Corporation in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon a receipt of an undertaking by the director or officer to repay all expenses (including attorneys’ fees) advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.  Payment of such expenses incurred by other employees and agents of the Corporation may be made by the Board in its discretion upon such terms and conditions, if any, as it deems appropriate.

Section 3.              Rights Not Exclusive.  The rights conferred on any person by this Article shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.  The indemnification and advancement of expenses provided for by this Article shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 4.              Claims.  Notwithstanding any other provision of this Article, if a claim for indemnification or advancement of expenses under this Article is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.  In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 5.              Other Indemnification.  In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the recipient of the payment, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.  The Corporation shall not be liable to make any payment of amounts otherwise indemnifiable or subject to advancement hereunder if and to the extent that a person has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.  To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, such person shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.  The Corporation’s obligation to indemnify or advance expenses hereunder to a person who is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 6.              Amendment Or Repeal.  Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any

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person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE IX
AMENDMENTS

These bylaws may be altered or repealed, and new bylaws made, by the Board, but the stockholders may make additional bylaws and may alter and repeal bylaws whether adopted by them or otherwise.

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EX-3.5

Exhibit 3.5

ARTICLES OF RESTATEMENT

OF THE

ARTICLES OF ORGANIZATION

OF

ENCORE INVESTMENTS LLC

July 10, 1997

Pursuant to the provisions of Section 7-90-312 of the Colorado Revised Statutes, the articles of organization of the above-named limited liability company are restated in their entirety to read as set forth below.  These articles of restatement contain no amendment to the articles of organization.

1.Name:  The name of the limited liability company is Encore Investments LLC (“Company”).

2.Principal Place of Business:  The principal place of business of the Company is 5445 DTC Parkway, Suite 600, Englewood, CO 80111.

3.Registered Office and Agent.  The name and business address of the Company’s initial registered agent for service of process are Stephen M. Brett, 5619 DTC Parkway, Englewood, CO 80111.

4.Management.  Management of the Company is vested in a manager.

5.Names and Addresses.  The name and address of the initial manager of the Company are:

Encore Media Corporation

5445 DTC Parkway, Suite 600

Englewood, CO 80111

6.Organizer. The name and business address of the Company’s organizer are Katherine F. Beckes, 633 Seventeenth Street, Suite 3000, Denver, Colorado 80202.

ENCORE MEDIA CORPORATION,
Manager
By:	/s/Glenn E. Curtis
Title:	Senior Vice President

AMENDMENT TO THE ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY

October 22, 1997

Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:

ENCORE INVESTMENTS LLC

Exact name of limited liability company

5445 DTC Parkway, Suite 600

Principal Address

Englewood, CO 80111

City  State  Zip

A.There is a change in the name of the limited liability company to:

Encore Media Group LLC

B.There is a change in the dissolution date of the limited liability company to: N/A

C.There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization.  Describe below:  N/A

D.All of the members have elected to accept the 1994 amendments to the Limited Liability Company Act.  N/A

ENCORE MEDIA CORPORATION,
Manager
By:	/s/ John J. Sie
Title:	Chairman of the Board/President/CEO

AMENDMENT TO THE ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY

December 13, 1999

Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:

Encore Media Group LLC

Exact name of limited liability company

5445 DTC Parkway, Suite 600

Principal Address

Englewood, CO 80111

City  State  Zip

CIRCLE ALL THAT APPLY:

A.There is a change in the name of the limited liability company to:

Starzencore Media Group LLC

B.There is a change in the dissolution date of the limited liability company to: N/A

C.There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization.  Describe below:  N/A

D.All of the members have elected to accept the 1994 amendments to the Limited Liability Company Act.

	ENCORE MEDIA CORPORATION,
	Manager
Signature	/s/J. Steven Beabout
	Senior Vice President, General Counsel and Secretary

CERTIFICATE OF CORRECTION

December 17, 1999

Pursuant to the Colorado Business Corporation Act, the undersigned hereby executes the following certificate of correction:

FIRST:The exact name of the corporation is STARZENCORE MEDIA GROUP LLC

Organized under the laws of COLORADO

SECOND:Description of the documents being corrected (i.e. Articles of Incorporation, Amendment, Merger or other) or an attached copy of the document: AMENDMENT TO THE ARTICLES OF ORGANIZATION

THIRD:Date document was filed 12-13-99, 1999.

FOURTH:Statement of incorrect information: NAME CHANGE TO:  STARZENCORE MEDIA GROUP, LLC

FIFTH:Statement of corrected information: NAME CHANGE TO STARZ ENCORE MEDIA GROUP, LLC

ENCORE MEDIA CORPORATION,
MANAGER
Signature	See attached.
Title

Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:

Encore Media Group LLC

Exact name of limited liability company

5445 DTC Parkway, Suite 600

Principal Address

Englewood, CO 80111

City  State  Zip

CIRCLE ALL THAT APPLY:

A.There is a change in the name of the limited liability company to:

Starz Encore Media Group LLC

B.There is a change in the dissolution date of the limited liability company to:  N/A

C.There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization.  Describe below: N/A

D.All of the members have elected to accept the 1994 amendments to the Limited Liability Company Act.

ENCORE MEDIA CORPORATION,
Manager
Signature	/s/ Mark G. Bauman
	President & Chief Operating Officer

AMENDMENT TO THE ARTICLES OF ORGANIZATION
FOR A COLORADO LIMITED LIABILITY COMPANY

February 4, 2000

Pursuant to the provisions of the Colorado Limited Liability Company Act, the Articles of Organization shall be amended as set forth herein:

Starz Encore Media Group LLC

Exact name of limited liability company

5445 DTC Parkway, Suite 600

Principal Address

Englewood  CO  80111

City  State  Zip

CIRCLE ALL THAT APPLY:

A.There is a change in the name of the limited liability company to:                  

Starz Encore Group LLC

B.There is a change in the dissolution date of the limited liability company to:

C.There is a false or erroneous statement or the members desire to change any other statement in the Articles of Organization.  Describe below:

D.All of the members have elected to accept the 1994 amendments to the Limited Liability Company Act.

ENCORE MEDIA CORPORATION,
Manager
Signature	/s/ J. Steven Beabout
Title:	Senior Vice President, General Counsel and Secretary

Articles of Amendment

October 18, 2004

filed pursuant to §7-90-301, et seq. and §7-80-209 of the Colorado Revised Statutes (C.R.S.)

ID number:	19971101448
1.Entity name:	Starz Encore Group LLC
	(If changing the name of the limited liability company, indicate name BEFORE the name change)
2.New Entity name:	Starz Entertainment Group LLC
(if applicable)
3.Use of Restricted Words (If any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, make the applicable selection):	o “bank” or “trust” or any derivative thereof o “credit union” o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4.Other amendments, if any, are attached.
5.If the limited liability company’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:	(mm/dd/yyyy)
OR
If the limited liability company’s period of duration as amended is perpetual, mark this box: x
6.(Optional) Delayed effective date:	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

7.Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Beabout J. Steven Esq.
	(Last)  (First)  (Middle)  (Suffix)

1

Starz Entertainment Group LLC

(Street name and number or Post Office Box information)

8900 Liberty Circle

Englewood CO 80112

(City)  (State)  (Postal/Zip Code)

(Province — if applicable)  (Country-(if not US)

(The document need not state the true name and address of more than one individual.  However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty.  While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form.  Questions should be addressed to the user’s attorney.

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Articles of Amendment

August 22, 2006

filed pursuant to §7-90-301, et seq. and §7-80-209 of the Colorado Revised Statutes (C.R.S.)

ID number:	19971101448
1.Entity name:	Starz Entertainment Group LLC
	(If changing the name of the limited liability company, indicate name BEFORE the name change)
2.New Entity name:	Starz Entertainment, LLC
(if applicable)
3.Use of Restricted Words (If any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o “bank” or “trust” or any derivative thereof o “credit union” o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4.Other amendments, if any, are attached.
5.If the limited liability company’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:	(mm/dd/yyyy)
OR
If the limited liability company’s period of duration as amended is perpetual, mark this box: x
6.(Optional) Delayed effective date:	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

7.Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Beabout J. Steven Esq.
	(Last)  (First)  (Middle)  (Suffix)

1

Starz Entertainment, LLC

(Street name and number or Post Office Box information)

8900 Liberty Circle

Englewood CO 80112

(City)  (State)  (Postal/Zip Code)

(Province — if applicable)  (Country-(if not US)

(The document need not state the true name and address of more than one individual.  However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty.  While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form.  Questions should be addressed to the user’s attorney.

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EX-3.6

Exhibit 3.6

FIFTH AMENDED AND RESTATED

OPERATING AGREEMENT

OF

STARZ ENTERTAINMENT, LLC

This Fifth Amended and Restated Operating Agreement of Starz Entertainment, LLC (the “Agreement”) is made as of this 25th day of September, 2007, by Starz, LLC, a Delaware limited liability company (the “Member”), as the sole member of Starz Entertainment, LLC, a Colorado limited liability company (the “Company”), to set forth provisions for the administration and regulation of the affairs of the Company.

1.             Formation.  The Company was formed as Encore Investments LLC on June 25, 1997 by filing Articles of Organization with the Colorado Secretary of State pursuant to the Colorado Limited Liability Company Act (the “Act”) on behalf of the initial members of the Company.  The name of the Company was changed to Encore Media Group LLC on October 22, 1997, to Starz Encore Media Group, LLC on December 13, 1999, and to Starz Encore Group LLC on February 4, 2000.  On August 9, 2001, pursuant to the provisions of the Liberty Media Group Pre-Split-Off Restructuring Plan, Liberty Programming Company LLC became the sole member of the Company and thereafter adopted the Fourth Amended and Restated Operating Agreement of the Company dated as of October 10, 2001 (the “Prior Operating Agreement”).  The name of the Company was changed to Starz Entertainment Group LLC on October 18, 2004 and to Starz Entertainment, LLC on August 22, 2006.  On August 31, 2006, pursuant to the provisions of the IDT Media Post-Closing Restructuring Plan, the Member became the sole member of the Company.  This Agreement amends and restates the Prior Operating Agreement in its entirety.

2.             Company Name.  The business of the Company will be conducted under the name “Starz Entertainment, LLC” or any other name or trade name determined by the Management Committee in accordance with applicable law.

3.             Office and Agent.  The registered office of the Company in Colorado will be at 1560 Broadway, Suite 2090, Denver, CO 80202, and its registered agent is The Prentice-Hall Corporation System, Inc.

4.             Foreign Qualification.  The Company will apply for any required certificate of authority to do business in any other state or jurisdiction, as required or appropriate.

5.             Term.  The Company became effective June 25, 1997.  The Company will continue in perpetuity, unless and until a dissolution occurs and articles of dissolution are filed with the Colorado Secretary of State.

6.             Member.  As of the date hereof, the sole member of the Company is Starz, LLC, a Delaware limited liability company.

7.             Purpose.  The Company may engage in any lawful business, subject to any provisions of law governing or regulating such business.

8.             Ownership Interest.  An ownership interest (“Ownership Interest”) in the Company includes the holder’s rights to share profits, losses and distributions, and to vote or consent with respect to any action subject to member approval, as well as all obligations imposed upon a member under the Act or this Agreement.  The Member currently holds 100% of the Ownership Interests in the Company.

9.             Transferees.  The Member may freely transfer all or any part of such Member’s Ownership Interest.  The transferee will, without further act, succeed to all of the benefits and burdens of such Ownership Interest as a member (to the extent of the interest transferred).  Each transferee of an Ownership Interest becomes admitted to the Company as a member under the Act.  If, after the transfer, there are two or more members, (a) any decision by the members will be made by members owning a majority of the Ownership Interests, (b) any profits or losses will be allocated, and any distribution will be made, to the members in proportion to their Ownership Interests, and (c) any reference in this Agreement to the Member will be deemed to be a reference to the members.

10.          Powers.  The Company has all of the powers granted to a limited liability company under the Act, as well as all powers necessary or convenient to achieve its purposes and to further its business.

11.          Management.

(a)           Management Committee.  All management rights and powers are vested in a committee (the “Management Committee”) composed of three managers (the “Managers”) who will be appointed from time to time by the Member.  Each Manager will serve at the pleasure of the Member and may be removed, with or without cause, by the Member.  Any action taken or decision made by the Management Committee on behalf of the Company will require the approval of a majority of the Managers then serving on the Management Committee.  The individuals serving as Managers as of the date of this Agreement are Mark D. Carleton, Robert B. Clasen and Gregory B. Maffei.

(b)           Appointment of Officers.  The Management Committee may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), each of whom shall be an individual who is eighteen years of age or older, and assign in writing titles (including, without limitation, Chairman and Chief Executive Officer, President and Chief Operating Officer, Vice President, Secretary and Treasurer) to any such person.  The Chairman and Chief Executive Officer of the Company, subject to the control of the Management Committee, shall have general supervision, direction and control of the business an affairs of the Company and shall be authorized to sign all bonds, deeds, mortgages, leases and contacts of the Company (as is each of the President and Chief Operating Officer and any Vice President of the Company).  The President and Chief Operating Officer of the Company shall perform the duties of a chief

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operating officer and such other duties as the Management Committee shall designate.  In addition to the foregoing, unless the Management Committee decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Colorado Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, including, to the extent applicable, the power to bind the Company.  Any delegation pursuant to this Section may be revoked at any time by the Management Committee.

(c)           Duties of Officers.  The Officers will take all actions which are necessary and appropriate to conduct the day-to-day operations of the Company’s business subject to the supervision of the Management Committee.  Any Officer may be removed by the Management Committee at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an Officer shall not, of itself, create contract rights.

(d)           Stock of Other Corporations or Other Interests.  Unless otherwise ordered by the Management Committee, each of the Chairman and Chief Executive Officer, the President and Chief Executive Officer, any Vice President and the Secretary, and such attorneys or agents of the Company as may be from time to time authorized by the Management Committee or the President, shall have full power and authority on behalf of this Company to attend and to act and vote in person or by proxy at any meeting of the holders of securities of any corporation or other entity in which this Company may own or hold shares or other securities, and at such meetings shall possess and may exercise all the rights and powers incident to the ownership of such shares or other securities which this Company, as the owner or holder thereof, might have possessed and exercised if present.  Each of the Chairman and Chief Executive Officer, the President and Chief Executive Officer, any Vice President the Secretary, and such attorneys or agents may also execute and deliver on behalf of the Company powers of attorney, proxies, consents, waivers and other instruments relating to the shares or securities owned or held by the Company.

12.          Authority.  Each Manager and Officer is an agent of the Company for the purpose of its business.  The act of the Management Committee or any Officer binds the Company, including acts for apparently carrying on in the ordinary course the business of the Company.  No third party dealing with the Company will be required to ascertain whether the Management Committee or an Officer is acting within the scope of the Management Committee’s or Officer’s authority.

13.          Indemnification.  The Company will indemnify each Manager and Officer to the fullest extent permitted under the Act.

14.          Capital Contributions.  No additional contribution of capital will be required from the Member unless otherwise required by law.  The Member has no obligation to restore a deficit capital account at any time (whether upon liquidation or otherwise).

15.          Capital Accounts.  The Company will maintain a capital account for the Member.  Credits and charges to capital accounts will be made in accordance with the Company’s accounting method.

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16.          Profits and Losses.  For each fiscal year of the Company, profits or losses of the Company will be an amount equal to the Company’s income or loss determined in accordance with the Company’s accounting method.  Any such profits or losses (including items of income, gain, loss and deduction for each fiscal year) will be allocated to the Member.

17.          Cash Reserves.  The Management Committee may establish and maintain reasonable cash reserves for operating expenses (other than depreciation, amortization or similar non-cash allowances), reinvestments, capital improvements and debt service.  The amount of such reserves will be as the Management Committee may determine.

18.          Distributions.  Distributions of cash or other property to the Member will be made as the Management Committee may determine.  Distributions may be made out of profits (either current or accumulated) or capital, or both.

19.          Distribution Limitation.  Notwithstanding any other provision of this Agreement, the Company will not make any distribution to the Member if, after giving effect to the distribution, the liabilities of the Company (other than liabilities to the Member on account of its Ownership Interest) would exceed the fair value of the Company’s assets.  With respect to any property subject to a liability for which the recourse of creditors is limited to the specific property, such property will for this purpose be included in assets only to the extent that the property’s fair value exceeds its associated liability, and such liability will be excluded from the Company’s liabilities.

20.          Limited Liability.  Except as provided by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and neither the Member nor any Manager is personally obligated for any such debt, obligation, or liability of the Company solely by reason of being a member or acting as a Manager of the Company.  If the Member receives a distribution from the Company, the Member will have no liability to the Company for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution is commenced prior to the expiration of such three-year period and an adjudication of liability against the Member is made in such action.

21.          Action Without a Meeting.  Any action required or permitted under the Act or this Agreement to be taken at a meeting of members or managers may be taken without a meeting if the action is evidenced by the written consent describing the action taken, signed by the Member or all Managers, as applicable.

22.          Tax Status.  As provided in the tax regulations under § 7701 of the Internal Revenue Code, for federal income tax purposes the Company will be disregarded as an entity separate from its owner as long as it has only one member.  At any time that the Company has two or more members, the Company will be treated as a partnership for federal income tax purposes.  The Company will not elect to be classified as an association for federal income tax purposes unless this Agreement is amended to provide specifically for such an election.  To the extent possible, similar provisions with respect to income tax status will apply for state and local tax purposes.

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23.          Fiscal Year.  For income tax and accounting purposes, the fiscal year of the Company will be the same as that of the Member (unless otherwise required by the Code).

24.          Accounting Method.  For income tax and accounting purposes, the Company will use the same accounting method as the Member (unless otherwise required by the Code).

25.          Reports.  The Company books will be closed at the end of each fiscal year and statements prepared showing the financial condition of the Company and its profits or losses from operations.

26.          Books and Records.  The Company will keep, at its principal office in Colorado, all records required by the Act.  Such records will be available for inspection and copying by the Member, at its expense, during ordinary business hours.  In addition, the Member will be entitled to such information and accounting with respect to the Company as provided in the Act.

27.          Banking.  The Company may establish one or more bank or financial accounts and safe deposit boxes.  The Management Committee may authorize one or more individuals to sign checks on and withdraw funds from such bank or financial accounts and to have access to such safe deposit boxes, and may place such limitations and restrictions on such authority as the Management Committee deems advisable.

28.          Dissolution.  Dissolution of the Company will occur only upon the written consent of the Member or as otherwise provided by law.  Notwithstanding the foregoing, if the Member is the only member at the time that it transfers all of its Ownership Interest in the Company, the transferee will be deemed to have been admitted and substituted as the Member and will be deemed to have elected to continue the business of the Company.  Upon dissolution of the Company, the Company will file a statement of dissolution with the Colorado Secretary of State in accordance with the Act.

29.          Liquidation.  Upon dissolution of the Company, the Management Committee will immediately proceed to wind up the business of the Company and liquidate.  Following dissolution of the Company, the Management Committee may settle and close the Company’s business, prosecute and defend suits, dispose of its property, discharge or make provision for its liabilities, and make distributions in liquidation of the Company.

30.          Priority of Payment.  The assets of the Company will be distributed in liquidation of the Company in the following order:  (a) first, to creditors by the payment or provisions for payment of the debts and liabilities of the Company, and the expenses of liquidation, (b) second, to the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company, and (c) third, the balance of the Company’s assets to the Member.

31.          Binding Effect.  This Agreement is binding upon, and inures to the benefit of, the Member and its successors and assigns.

32.          Terms.  Terms used with initial capital letters will have the meanings specified, applicable to both singular and plural forms, for all purposes of this Agreement.  All pronouns (and any variation) will be deemed to refer to the masculine, feminine or neuter, as the identity

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of the person may require.  The singular or plural include the other, as the context requires or permits.  The word include (and any variation) is used in an illustrative sense rather than a limiting sense.

33.          Governing Law.  This Agreement will be governed by, and construed in accordance with, the laws of the State of Colorado.  Any conflict (or apparent conflict) between this Agreement and the Act will be resolved in favor of this Agreement except as otherwise required by the Act.  Any matter not specifically covered by this Agreement will be determined as provided in the Act.

The Member has signed this Fifth Amended and Restated Operating Agreement of Starz Entertainment, LLC to be effective upon the date first written above, notwithstanding the actual date of signing.

STARZ, LLC, Sole Member
By:	/s/ Glenn E. Curtis
	Glenn E. Curtis
	Executive Vice President

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EX-4.1

Exhibit 4.1

STARZ, LLC

and

STARZ FINANCE CORP.,

As Issuers,

THE GUARANTORS

named herein

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

INDENTURE

Dated as of September 13, 2012

5.00% Senior Notes due 2019

TABLE OF CONTENTS

		Page
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitions	24
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act	25
SECTION 1.04.	Rules of Construction	25
ARTICLE TWO
THE NOTES
SECTION 2.01.	Amount of Notes	26
SECTION 2.02.	Form and Dating; Book Entry Provisions	26
SECTION 2.03.	Execution and Authentication	29
SECTION 2.04.	Registrar and Paying Agent	29
SECTION 2.05.	Paying Agent To Hold Money in Trust	30
SECTION 2.06.	Holder Lists	30
SECTION 2.07.	Transfer and Exchange	30
SECTION 2.08.	Replacement Notes	31
SECTION 2.09.	Outstanding Notes	31
SECTION 2.10.	Treasury Notes	32
SECTION 2.11.	Temporary Notes	32
SECTION 2.12.	Cancellation	32
SECTION 2.13.	Defaulted Interest	33
SECTION 2.14.	CUSIP Number	33
SECTION 2.15.	Deposit of Moneys	33
SECTION 2.16.	Special Transfer Provisions	34
SECTION 2.17.	Certificated Notes	39
SECTION 2.18.	Computation of Interest	40
ARTICLE THREE
REDEMPTION
SECTION 3.01.	Election To Redeem; Notices to Trustee	40
SECTION 3.02.	Selection by Trustee of Notes To Be Redeemed	40
SECTION 3.03.	Notice of Redemption	41
SECTION 3.04.	Effect of Notice of Redemption	42
SECTION 3.05.	Deposit of Redemption Price	42
SECTION 3.06.	Notes Redeemed in Part	42

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SECTION 3.07.	Mandatory Redemption	42
ARTICLE FOUR
COVENANTS
SECTION 4.01.	Payment of Notes	43
SECTION 4.02.	Reports to Holders	43
SECTION 4.03.	Waiver of Stay, Extension or Usury Laws	44
SECTION 4.04.	Compliance Certificate; Notice of Default	45
SECTION 4.05.	Payment of Obligations	45
SECTION 4.06.	Limitations on Incurrence of Indebtedness	45
SECTION 4.07.	Limitations on Restricted Payments	47
SECTION 4.08.	Limitations on Asset Sales	48
SECTION 4.09.	Limitations on Transactions with Affiliates	50
SECTION 4.10.	Limitations on Liens	52
SECTION 4.11.	Additional Note Guarantees	52
SECTION 4.12.	Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries	53
SECTION 4.13.	Limitations on Designation of Unrestricted Subsidiaries	54
SECTION 4.14.	Limitations on Sale and Leaseback Transactions	55
SECTION 4.15.	Conduct of Business	55
SECTION 4.16.	Maintenance of Properties; Insurance	56
SECTION 4.17.	Compliance with Laws	56
SECTION 4.18.	Existence	56
SECTION 4.19.	Payments for Consent	56
SECTION 4.20.	Change of Control Offer	56
SECTION 4.21.	FallAway Event	57
ARTICLE FIVE
SUCCESSOR CORPORATION
SECTION 5.01.	Limitations on Mergers, Consolidations, etc.	58
SECTION 5.02.	Successor Person Substituted	59
ARTICLE SIX
DEFAULTS AND REMEDIES
SECTION 6.01.	Events of Default	60
SECTION 6.02.	Acceleration	61
SECTION 6.03.	Other Remedies	62
SECTION 6.04.	Waiver of Past Defaults and Events of Default	62
SECTION 6.05.	Control by Majority	62

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SECTION 6.06.	Limitation on Suits	63
SECTION 6.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	63
SECTION 6.08.	Rights of Holders To Receive Payment	63
SECTION 6.09.	Collection Suit by Trustee	63
SECTION 6.10.	Trustee May File Proofs of Claim	64
SECTION 6.11.	Priorities	64
SECTION 6.12.	Undertaking for Costs	64
ARTICLE SEVEN
TRUSTEE
SECTION 7.01.	SECTION 7.01. Duties of Trustee	65
SECTION 7.02.	Rights of Trustee	66
SECTION 7.03.	Individual Rights of Trustee	67
SECTION 7.04.	Trustee’s Disclaimer	67
SECTION 7.05.	Notice of Defaults	68
SECTION 7.06.	Reports by Trustee to Holders	68
SECTION 7.07.	Compensation and Indemnity	68
SECTION 7.08.	Replacement of Trustee	69
SECTION 7.09.	Successor Trustee by Consolidation, Merger, etc.	70
SECTION 7.10.	Eligibility; Disqualification	70
SECTION 7.11.	Preferential Collection of Claims Against Issuers	70
SECTION 7.12.	Paying Agents	71
ARTICLE EIGHT
AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION
SECTION 8.01.	Without Consent of Holders	71
SECTION 8.02.	With Consent of Holders	72
SECTION 8.03.	Compliance with Trust Indenture Act	73
SECTION 8.04.	Revocation and Effect of Consents	73
SECTION 8.05.	Notation on or Exchange of Notes	74
SECTION 8.06.	Trustee To Sign Amendments, etc.	74
ARTICLE NINE
DISCHARGE OF INDENTURE; DEFEASANCE SECTION
SECTION 9.01.	Discharge of Indenture	74
SECTION 9.02.	Legal Defeasance	75
SECTION 9.03.	Covenant Defeasance	76
SECTION 9.04.	Conditions to Legal Defeasance or Covenant Defeasance	76

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SECTION 9.05.		Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions	77
SECTION 9.06.		Reinstatement	78
SECTION 9.07.		Moneys Held by Paying Agent	78
SECTION 9.08.		Moneys Held by Trustee	78
ARTICLE TEN
GUARANTEE OF NOTES
SECTION 10.01.		Guarantee	79
SECTION 10.02.		Execution and Delivery of Guarantee	80
SECTION 10.03.		Limitation of Guarantee	80
SECTION 10.04.		Release of Guarantor	80
SECTION 10.05.		Waiver of Subrogation	81
ARTICLE ELEVEN
MISCELLANEOUS
SECTION 11.01.		Trust Indenture Act Controls	81
SECTION 11.02.		Notices	82
SECTION 11.03.		Communications by Holders with Other Holders	83
SECTION 11.04.		Certificate and Opinion as to Conditions Precedent	83
SECTION 11.05.		Statements Required in Certificate and Opinion	83
SECTION 11.06.		Rules by Trustee and Agents	84
SECTION 11.07.		Business Days	84
SECTION 11.08.		Governing Law	84
SECTION 11.09.		Waiver of Jury Trial	84
SECTION 11.10.		Force Majeure	84
SECTION 11.11.		No Adverse Interpretation of Other Agreements	85
SECTION 11.12.		No Recourse Against Others	85
SECTION 11.13.		Successors	85
SECTION 11.14.		Multiple Counterparts	85
SECTION 11.15.		Table of Contents, Headings, etc.	86
SECTION 11.16.		Separability	86
SECTION 11.17.		USA Patriot Act	86
EXHIBITS
Exhibit A.	Form of Global Initial Note		A-1
Exhibit B.	Form of Global Exchange Note		B-1
Exhibit C.	Form of Legends		C-1
Exhibit D.	Form of Notation of Guarantee		D-1

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CROSS REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.08; 7.10; 11.02
(b)(1)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.06
(b)(1)	11.03
(b)(2)	7.06; 7.07
(c)	7.06; 11.02
(d)	7.06
314(a)	4.02; 4.04; 11.02
(b)	N.A.
(c)(1)	11.04
(c)(2)	11.04
(c)(3)	N.A.
(d)	N.A.
(e)	11.05
(f)	N.A.
315(a)	7.01(b)
(b)	7.05; 11.02
(c)	7.01(a)
(d)	7.01(c)
(e)	6.12
316(a) (last sentence)	2.10
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.08
(c)	2.13; 8.04
317(a)(1)	6.09
(a)(2)	6.10
(b)	2.05; 7.12
318(a)	11.01
(b)	11.01
(c)	11.01

N.A. means Not Applicable

Note:      This Cross Reference Table shall not, for any purpose, be deemed to be a part of the Indenture

v

INDENTURE, dated as of September 13, 2012, among STARZ, LLC, a Delaware limited liability company, STARZ FINANCE CORP., a Delaware corporation, as joint and several obligors, the Guarantors (as hereinafter defined) party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as trustee.

Each party agrees as follows for the benefit of the other parties and for the equal and rat able benefit of the Holders.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.Definitions.

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to Starz or any Restricted Subsidiary, any Indebtedness of a Person (other than Starz or a Restricted Subsidiary) existing at the time such Person is merged with or into Starz or a Restricted Subsidiary, or Indebtedness expressly assumed by Starz or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” shall mean an unlimited principal amount of Notes having identical terms and conditions to the Notes issued pursuant to Article Two and in compliance with Section 4.06 and Section 4.10, except for issue date, issue price and first interest payment date.

“Adjusted Net Assets” of a Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities), but excluding liabilities under the Note Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts and all other fixed and contingent liabilities (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor under the Note Guarantee), excluding Indebtedness in respect of the Note Guarantee, as they become absolute and matured.

“Affiliate” of any Person means any other Person which directly or indirectly Controls or is Controlled by, or is under direct or indirect common Control with, the referent Person.  For purposes of the definition of “Qualified Equity Offering” only, “Affiliate” shall not include any Person who is an Affiliate of Starz solely because such Person is Controlled directly

or indirectly by John C. Malone so long as such Affiliate does not purchase securities in any Qualified Equity Offering with the proceeds, directly or indirectly, of any Restricted Payment permitted under this Indenture.

“Affiliated Persons” means, with respect to any specified Person, (a) such specified Per son’s parents, spouse, siblings, descendants, step children, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such specified Person and each of the Per sons referred to in clause (a), and (c) any company, partnership, trust or other entity or investment vehicle Controlled by any of the Persons referred to in clause (a) or (b) or the holdings of which are for the primary benefit of any of such Persons.

“Agent” means any Registrar, Paying Agent or agent for service of notices and demands.

“amend” means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “amendment” shall have a correlative meaning.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Temporary Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Note, to the extent applicable to such transaction and as in effect from time to time.

“asset” means any asset or property.

“Asset Acquisition” means

(1)an Investment by Starz or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary, or shall be merged with or into Starz or any Restricted Subsidiary, or

(2)the acquisition by Starz or any Restricted Subsidiary of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by Starz or any Restricted Subsidiary to any Person other than Starz or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger or consolidation) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of Starz or any of its Restricted Subsidiaries other than in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:

(1)transfers of cash or Cash Equivalents;

(2)transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 5.01 and transfers of Equity Interests in Unrestricted Subsidiaries;

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(3)Permitted Investments and Restricted Payments permitted under Section 4.07;

(4)the creation of or realization on any Lien permitted under this Indenture;

(5)transfers of inventory and damaged, worn out or obsolete equipment or assets that are no longer used or useful in the business of Starz or its Restricted Subsidiaries;

(6)sales or grants of licenses or sublicenses to use the patents, trade secrets, know how and other intellectual property, and licenses, leases or subleases of other assets, of Starz or any Restricted Subsidiary, or the sale, transfer, license or sublicenses of any films or film libraries owned by Starz or any Restricted Subsidiaries, in each case to the extent not materially interfering with the business of Starz and the Restricted Subsidiaries;

(7)any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $25.0 million;

(8)(x) Asset Sales by any Issuer or any Guarantor to any other Guarantor or Issuer and (y) Asset Sales of any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor; and

(9)any transfer of accounts receivable in connection with the collection thereof.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, or the functional equivalent of the foregoing, (ii) in the case of any limited liability company, the board of managers of such Person or such Person’s sole manager, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition of “Change of Control,” any duly authorized committee of such body.

“Board Resolution” means a copy of a resolution certified pursuant to an Officer’s Certificate to have been duly adopted by the Board of Directors of Starz and to be in full force and effect, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required by law to close.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance

3

with GAAP; provided however, that any obligations relating to a lease that would have been accounted by such Person as an operating lease in accordance with GAAP as of the Issue Date shall not be deemed Capitalized Lease Obligations for all purposes under this Indenture.

“Cash Equivalents” means:

(1)marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition;

(2)certificates of deposit, time deposits, euro-dollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof;

(3)commercial paper of an issuer rated at least A1 by Standard & Poor’s or P1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition;

(4)repurchase obligations of any commercial bank satisfying the requirements of clause (2) of this definition, having a term of not more than 30 days, with respect to securities is sued or fully guaranteed or insured by the United States government;

(5)securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard & Poor’s or A by Moody’s;

(6)securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (2) of this definition;

(7)money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (1) through (6) of this definition;

(8)money market funds that (i) comply with the criteria set forth in SEC Rule 2a7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by Standard & Poor’s or Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and

(9)in the case of any Foreign Subsidiary, investments substantially comparable to any of the foregoing investments with respect to the country in which such Foreign Subsidiary is organized.

“Change of Control” means the occurrence of any of the following events:

4

(1)the acquisition of beneficial ownership by any person or group (excluding any Permitted Holder or group Controlled by any Permitted Holder) of more than 30% of the aggregate voting power of all outstanding classes or series of Starz’s voting stock and such aggregate voting power exceeds the aggregate voting power of all outstanding classes or series of Starz’s voting stock beneficially owned by the Permitted Holders collectively, and on any day until the date that is six months after the date on which such person or group becomes such beneficial owner, Starz is rated by one of Moody’s or Standard & Poor’s and the rating assigned by either of them is not an investment grade rating;

(2)after the consummation of an initial public offering of Starz’s Equity Interests, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Starz (together with any new directors whose election by the Board of Directors or whose nomination for election by the equity holders of Starz was approved by a vote of the majority of the directors of Starz then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of Starz’s Board of Directors then in office; or

(3)Starz shall adopt a Plan of Liquidation or any such plan shall be approved by the stockholders of Starz.

For purposes of this definition, (a) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement and (b) “person” and “group” have the meanings given to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d5(b)(1) under the Exchange Act or any successor provision.

“Consolidated Interest Coverage Ratio” means the ratio of (i) Consolidated OIBDA during the most recent four consecutive full fiscal quarters for which financial statements are available (the “Four Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the “Transaction Date”) to (ii) Consolidated Interest Expense for such Four Quarter Period.  For purposes of this definition, Consolidated OIBDA and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1)the incurrence of any Indebtedness or the issuance of any Preferred Stock of Starz or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Indebtedness or redemption of other Preferred Stock (and the application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

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(2)any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of Starz or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition or as a result of a Redesignation) incurring Acquired Indebtedness and also including any Consolidated OIBDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation SX under the Exchange Act) associated with any such Asset Acquisition) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four Quarter Period.

In calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated Interest Coverage Ratio:

(a)interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

(b)if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a euro currency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and

(c)notwithstanding clause (a) or (b) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of the agreements governing such Hedging Obligations.

“Consolidated Interest Expense” means, for any period of four consecutive fiscal quarters, the interest expense for such period determined on a consolidated basis in accordance with GAAP with respect to Starz and its Restricted Subsidiaries (including that portion attributable to Capitalized Lease Obligations in accordance with GAAP and net payments (less net credits) pursuant to Hedging Ob ligations to the extent such net payments constitute interest expense and are allocable to such period, in each case, in accordance with GAAP), net of interest income of Starz and its Restricted Subsidiaries, for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio” means, at any date, the ratio of (i) Consolidated Total Debt to (ii) Consolidated OIBDA during the most recent four consecutive full fiscal quarters for which financial statements are available ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio.  In the event that Starz or any of its Restricted Subsidiaries incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to the event for which the calculation of the Consolidated Leverage Ratio is made, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, repayment, repurchase or redemption of Indebtedness

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as if the same had occurred at the beginning of the applicable four quarter period; provided that Starz may elect, pursuant to an Officer’s Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being incurred at such time, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time.

“Consolidated Leverage Test” means, at any date, that the Consolidated Leverage Ratio is no greater than (i) prior to January 1, 2014, 4.75 to 1.00 and (ii) thereafter, 4.25 to 1.00.

“Consolidated Net Income or Loss” means, for any period, the consolidated net income (or loss) for such period of Starz and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated OIBDA” means, for any period, Consolidated Net Income or Loss of Starz and its Restricted Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income or Loss, the sum of the following amounts for such period (i) any unusual or extraordinary items resulting in losses as determined under GAAP, (ii) any loss from discontinued operations, (iii) income tax expense, (iv) any noncash losses that are not operational in nature such as goodwill, asset and other impairment charges (including impairments of capitalized production and development costs), early extinguishment of debt, losses from asset sales or retirements and write offs of deferred financing costs, (v) any realized or unrealized losses resulting from adjustments to financial instruments to account for such instruments at fair market value, (vi) any realized or unrealized losses on foreign currency hedging transactions, (vii) interest expense, (viii) share of losses of affiliated entities accounted for under the equity method of accounting, (ix) net income attributable to noncontrolling (minority) interests, (x) depreciation and amortization expense (excluding programming license fee amortization and production cost amortization), (xi) noncash stock compensation expense or noncash phantom stock appreciation rights expense, (xii) nonrecurring cash charges associated with acquisition or disposition transactions, including integration costs, restructuring costs and severance charges, and (xiii) reason able pro forma cost savings resulting from acquisition or disposition transactions that have been realized or are expected to be realized within 12 months of such transaction (provided that any adjustments under clauses (xii) and (xiii) shall be limited in the aggregate to 7.5% of Consolidated OIBDA as calculated without the additions in clauses (xii) and (xiii)), and minus (b) without duplication and to the extent included in determining such Consolidated Net Income or Loss, (i) any unusual or extraordinary items resulting in gains as determined under GAAP, (ii) any gains from discontinued operations, (iii) income tax benefits, (iv) any noncash gains that are not operational in nature such as gains from asset sales, (v) any realized or unrealized gains resulting from adjustments to financial instruments to account for such instruments at fair market value, (vi) any realized or unrealized gains on foreign currency hedging transactions, (vii) interest income, (viii) share of earnings of affiliated entities accounted for under the equity method of accounting, and (ix) net loss attributable to noncontrolling (minority) interests.  All additions and subtractions shall be determined on a consolidated basis (excluding any Unrestricted Subsidiary) in accordance with GAAP.  For any period during which a purchase or other acquisition is made by Starz or the Restricted Subsidiaries, Consolidated OIBDA shall be calculated on a pro forma basis as if such purchase or other acquisition was consummated on the first day of such period, and for any period during which a Subsidiary or business was disposed of or discontinued,

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Consolidated OIBDA shall be calculated on a pro forma basis as if such Subsidiary or business had been disposed of on the first day of such period.

“Consolidated Total Debt” means, at any date, the aggregate principal amount of all Indebtedness of Starz and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Coverage Ratio Exception” has the meaning set forth in the proviso in the first paragraph of Section 4.06.

“Credit Agreement” means the Credit Agreement dated November 16, 2011, by and among Starz, LLC, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, The Bank of Nova Scotia, as administrative agent, SunTrust Bank, as syndication agent, The Bank of Nova Scotia, SunTrust Robinson Humphrey, Inc., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., RBC Capital Markets, and Barclays Capital, as joint lead arrangers and joint book-runners and JPMorgan Chase Bank, N.A., Bank of America, N.A., The Royal Bank of Scotland plc, Royal Bank of Canada, and Barclays Bank plc, as documentation agents, as amended from time to time.

“Credit Facilities” means one or more (A) debt facilities (which may be outstanding at the same time and including, without limitation, the Credit Agreement) or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding Subsidiaries of Starz as additional borrowers or guarantors thereunder).

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Definitive Note” means a certificated Note bearing, if required, the appropriate restricted securities legend set forth in Section 2.16(e).

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“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case on or prior to the date that is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Issuers to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the 91st day after the final maturity date of the Notes shall not constitute Disqualified Equity Interests if (1) the change of control or asset sale provisions applicable to such Equity Interests are no more favorable to such holders than the provisions of Sections 4.20 and 4.08, respectively, and (2) such Equity Interests specifically provide that the issuer will not redeem any such Equity Interests pursuant to such provisions prior to the Issuers’ purchase of the Notes as required pursuant to the provisions of Sections 4.20 and 4.08, respectively.

“Distribution Compliance Period,” with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes.

“Domestic Subsidiary” means any Subsidiary of Starz organized under the laws of any jurisdiction within the United States.

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the debt securities of the Issuers issued pursuant to this Indenture in exchange for, and in an aggregate principal amount equal to, the Notes, in compliance with the terms of the Registration Rights Agreement.

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“Exchange Offer” means the offer by the Issuers, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by the Board of Directors of Starz or a duly authorized committee thereof, as evidenced by a resolution of such Board or committee.

“Foreign Subsidiary” means any Subsidiary of Starz that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, consistently applied and as in effect from time to time.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take or pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.

“Guarantors” means each Person that is required to, or at the election of the Issuers does, become a Guarantor by the terms of this Indenture, in each case, until such Person is released from its Note Guarantee in accordance with the terms of this Indenture. On the Issue Date, only Starz Entertainment shall be a Guarantor.

“Hedging Obligations” of any Person means the obligations of such Person under any Swap Agreement.

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“Holder” means any registered holder, from time to time, of the Notes.

“incur” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Per son for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements constituting Liens hereunder relating to property acquired by such Person (excluding obligations arising from inventory transactions in the ordinary course of business), (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable and all accrued liabilities and deferred revenue incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all Capitalized Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.  “Indebtedness” shall not include any amounts payable under any long-term incentive or deferred compensation plans of any Person relating to its or its Subsidiaries’ directors, management, employees or consultants.

“Indenture” means this Indenture as amended, restated or supplemented from time to time.

“Initial Notes” means the 5.00% Senior Notes due 2019 issued on the Issue Date.

“Initial Purchasers” means (1) with respect to the Notes issued on the Issue Date, Sun Trust Robinson Humphrey, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, RBS Securities Inc., Scotia Capital (USA) Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, SMBC Nikko Capital Markets Limited, and U.S. Bancorp Investments, Inc. and (2) with respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement.

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“Institutional Accredited Investor” or “IAI” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act.

“interest” means, with respect to the Notes, interest on the Notes, and Additional Interest, if any.

“Interest Payment Dates” means each March 15 and September 15, commencing March 15, 2013.

“Investments” of any Person means:

(1)all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;

(2)all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person (other than any such purchase that constitutes a Restricted Payment of the type described in clause (2) of the definition thereof);

(3)all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP (including, if required by GAAP, purchases of assets outside the ordinary course of business); and

(4)the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (4) shall be the Fair Market Value of Starz’s proportionate interest in such Unrestricted Subsidiary as of the date of such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary.  If Starz or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, Starz shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained.  Notwithstanding the foregoing, purchases or redemptions of Equity Interests of Starz or Parent shall be deemed not to be Investments.

“Issue Date” means September 13, 2012, the date on which Notes are originally issued.

“Issuers” means Starz and Starz Finance until a successor replaces either such party pursuant to Article Five, and thereafter, the term “Issuers” shall mean each such successor and each such party that has not been replaced by such a successor.

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“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, easement, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, to secure payment of a debt or performance of an obligation, including the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“LMC” means Liberty Media Corporation (formerly known as Liberty CapStarz, Inc. and Liberty Splitco, Inc.), a Delaware corporation, and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets; and any subsequent successor (by merger, consolidation, transfer or otherwise) to all or substantially all of a successor’s assets, provided, that if a Transferee Parent becomes the beneficial owner of all or substantially all of the equity securities of Starz then beneficially owned by LMC as to which LMC has dispositive power, the term “LMC” shall also mean such Transferee Parent and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets.  “Transferee Parent” for this purpose means, in the event of any transaction or series of related transactions involving the direct or indirect transfer (or relinquishment of control) by LMC of a Person or Persons (a “Transferred Person”) that hold equity securities of Starz beneficially owned by LMC, such Transferred Person or its successor in such transaction or any ultimate parent entity (within the meaning of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) of such Transferred Person or its successor if immediately after giving effect to such transaction or the last transaction in such series, voting securities representing at least a majority of the voting power of the outstanding voting securities of such Transferred Person, successor or ultimate parent entity are beneficially owned by any combination of LMC, Persons who prior to such transaction were beneficial owners of a majority of, or a majority of the voting power of, the outstanding voting securities of LMC (or of any publicly traded class or series of voting securities of LMC designed to track the economic performance of a specified group of assets or businesses) or Persons who are Control Persons as of the date of such transaction or the last transaction in such series.  “Control Person” for this purpose means each of (a) the Chairman of the Board of LMC, (b) the President of LMC, (c) any Executive Vice President or Senior Vice President of LMC, (d) each of the directors of LMC and (e) the respective Affiliated Persons of the Persons referred to in clauses (a) through (d).

“Make Whole Amount” means, with respect to any Note at any Redemption Date, the greater of (A) 1.00% and (B) the excess, if any, of (1) an amount equal to the present value of (a) the redemption price of such Note at September 15, 2015 plus (b) the remaining scheduled interest payments on the Notes to be redeemed (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) to September 15, 2015 (other than interest accrued to the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the aggregate principal amount of the Notes to be redeemed.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its ratings agency business.

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“Net Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of:

(1)brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Sale;

(2)provisions for taxes payable as a result of such Asset Sale (after taking into ac count any available tax credits or deductions and any tax sharing arrangements);

(3)amounts required to be paid to any Person (other than Starz or any Restricted Subsidiary and other than under a Credit Facility) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;

(4)payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and

(5)appropriate amounts to be provided by Starz or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by Starz or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officer’s Certificate delivered to the Trustee; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds.

“Non-Recourse Debt” means Indebtedness of an Unrestricted Subsidiary:

(1)as to which neither Starz nor any Restricted Subsidiary (a) provides credit sup port of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, and

(2)no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Credit Facilities and the Notes) of Starz or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S.

“Notes” means the Initial Notes, the Exchange Notes and any Additional Notes.

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee.

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“Obligation” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum dated as of September 6, 2012, relating to the initial issuance of Notes under this Indenture.

“Officer” means any of the following of Starz: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

“Officer’s Certificate” means a certificate signed by an Officer.

“Opinion of Counsel” means a written opinion reasonably satisfactory in form and sub stance to the Trustee from legal counsel, which counsel is reasonably acceptable to the Trustee, opining on the matters required by Section 11.05 and delivered to the Trustee.

“Parent” means LMC.

“Permitted Business” means the businesses engaged in by Starz and its Subsidiaries on the Issue Date as described in the Offering Memorandum and businesses that are reasonably related there to or reasonable extensions thereof.

“Permitted Holders” means any one or more of (a) LMC, (b) John C. Malone, (c) each of the respective Affiliated Persons of the Person referred to in clause (b), and (d) any Person a majority of the aggregate voting power of all the outstanding classes or series of the equity securities of which are beneficially owned by any one or more of the Persons referred to in clauses (a), (b) or (c).

“Permitted Indebtedness” has the meaning set forth in Section 4.06.

“Permitted Investment” means:

(1)Investments by Starz or any Restricted Subsidiary in any Restricted Subsidiary;

(2)Investments in Starz by any Restricted Subsidiary;

(3)loans and advances to directors, employees and officers of Parent (prior to the consummation of an initial public offering of Starz’s Equity Interests) or Starz or any of the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Parent (prior to the consummation of an initial public offering of Starz’s Equity Interests) or Starz (after the consummation of an initial public offering of Starz’s Equity Interests) not in excess of $10.0 million at any one time outstanding;

(4)cash and Cash Equivalents;

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(5)receivables owing to Starz or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Starz or any such Restricted Subsidiary deems reasonable under the circumstances;

(6)Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(7)Investments made by Starz or any Restricted Subsidiary as a result of consideration received in connection with a sale of assets made in compliance with Section 4.08;

(8)lease, utility and other similar deposits in the ordinary course of business;

(9)stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to Starz or any Restricted Subsidiary or in satisfaction of judgments;

(10)any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date;

(11)Investments, including in joint ventures, not to exceed $200.0 million in the aggregate outstanding at any time; and

(12)Investments made in any Person so long as at the time of, and after giving effect to, such Investment the Consolidated Leverage Test would be satisfied.

“Permitted Liens” means the following types of Liens:

(1)Liens securing Indebtedness with an aggregate principal amount not exceeding the greater of (x) $1,500 million and (y) the amount of Indebtedness that may be incurred at such time such that the Secured Leverage Ratio would not exceed 3.0 to 1.0 at the time of its incurrence;

(2)Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which Starz or a Restricted Subsidiary shall have set aside on its books such reserves as may be required pursuant to GAAP;

(3)statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent by more than 30 days or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(4)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation (or pursuant to letters of credit issued in connection

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with such workers’ compensation compliance), unemployment insurance and other social security laws or regulations;

(5)Liens incurred or deposits made in the ordinary course of business to secure the performance of tenders, statutory obligations, surety and appeal bonds, performance bonds, bids, trade contracts, leases, government contracts, performance and return-of-money bonds, letters of credit and other similar obligations (exclusive of obligations for the payment of borrowed money);

(6)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(7)judgment Liens not giving rise to an Event of Default;

(8)easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of Starz or any Restricted Subsidiary;

(9)Liens securing obligations in respect of trade-related letters of credit and covering the goods (or the documents of title in respect of such goods) financed or the purchase of which is supported by such letters of credit and the proceeds and products thereof;

(10)Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Starz or any Restricted Subsidiary, including rights of offset and setoff;

(11)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by Starz or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(12)leases or subleases granted to others that do not materially interfere with the ordinary course of business of Starz or any Restricted Subsidiary;

(13)Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(14)Liens securing the Notes and Liens securing any guarantees of the Notes;

(15)Liens existing on the Issue Date securing obligations outstanding on the Issue Date (other than Liens securing the Credit Facilities);

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(16)Liens in favor of an Issuer or a Guarantor;

(17)Liens securing Purchase Money Indebtedness that do not exceed an aggregate principal amount of $150.0 million at any one time outstanding; provided that such Liens shall secure Capitalized Lease Obligations or be created within 90 days of the acquisition of such fixed or capital assets and shall not extend to any asset other than the specified asset being financed and additions and improvements thereon;

(18)Liens securing Acquired Indebtedness permitted to be incurred under this Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Starz or a Restricted Subsidiary;

(19)deposits and other Liens securing credit card operations of Starz and its Subsidiaries, provided the amount secured does not exceed amounts owed by Starz and its Subsidiaries in connection with such credit card operations;

(20)Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (15), (17) and (18); provided that in the case of Liens securing Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (15), (17) and (18) such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);

(21)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(22)Interests of vendors in inventory arising out of such inventory being subject to a “sale or return” arrangement with such vendor or any consignment by any third party of any inventory;

(23)Liens of Starz or any Restricted Subsidiary with respect to obligations that do not exceed an aggregate principal amount of $225.0 million at any one time outstanding;

(24)Liens securing Hedging Obligations; and

(25)Liens granted in favor of guilds in the ordinary course of business that secure ob ligations relating to collective bargaining agreements that are not overdue by more than 30 days or are being contested in good faith.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

“Physical Notes” means certificated Notes in registered form in substantially the form set forth in Exhibit A and Exhibit B.

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“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person other than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other equity interests (however designated) of such Person whether now outstanding or issued after the Issue Date.

“principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes.

“Purchase Agreement” means (1) with respect to the Notes issued on the Issue Date, the Purchase Agreement dated September 6, 2012 among the Issuers, the Guarantors and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Issuers, the Guarantors and the Persons purchasing such Additional Notes.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of Starz or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of Starz or any Restricted Subsidiary or the cost of installation, construction or improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost and (2) such Indebtedness shall be incurred within 90 days after such acquisition of such asset by Starz or such Restricted Subsidiary or such installation, construction or improvement.

“Qualified Equity Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan).  Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of Starz.

“Qualified Equity Offering” means the issuance and sale of Qualified Equity Interests of Starz to Persons other than (x) Parent or any of its Subsidiaries or (y) any other Person who is, prior to such issuance and sale, an Affiliate of Starz; provided, however, that cash proceeds therefrom equal to not less than the redemption price of the Notes to be redeemed are received by Starz as a capital contribution prior to such redemption.

“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A promulgated under the Securities Act.

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“redeem” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning; provided that this definition shall not apply for purposes of Section 3.01.

“Redemption Date” when used with respect to any Note to be redeemed means the date fixed for such redemption pursuant to the terms of the Notes.

“refinance” means to refinance, repay, prepay, replace, renew or refund.

“Refinancing Indebtedness” means Indebtedness of Starz or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of Starz or any Restricted Subsidiary (the “Refinanced Indebtedness”); provided that:

(1)the principal amount (and accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not exceed the principal amount (and accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any reasonable premium paid to the holders of the Re financed Indebtedness and reasonable expenses incurred in connection with the incurrence of the Refinancing Indebtedness;

(2)the obligor of Refinancing Indebtedness does not include any Person (other than Starz or any Restricted Subsidiary) that is not an obligor of the Refinanced Indebtedness;

(3)if the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes or the Note Guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness;

(4)the Refinancing Indebtedness has a final stated maturity either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Notes; and

(5)the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes; provided that Refinancing Indebtedness in respect of Refinanced Indebtedness that has no amortization may provide for amortization installments, sinking fund payments, senior maturity dates or other required payments of principal of up to 1% of the aggregate principal amount per annum.

“Registration Rights Agreement” means the Registration Rights Agreement dated the Is sue Date, among the Issuers, Starz Entertainment and SunTrust Robinson Humphrey, Inc., as representative of the several initial purchasers.

“Regulation S” means Regulation S promulgated under the Securities Act.

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“Responsible Officer” when used with respect to the Trustee, means an officer or assistant officer assigned to the corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Note” has the same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.

“Restricted Payment” means any of the following:

(1)the declaration or payment of any dividend or any other distribution on Equity Interests of Starz or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of Starz or any Restricted Subsidiary, including, without limitation, any such payment in connection with any merger or consolidation involving Starz but excluding (a) dividends or distributions payable solely in Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to Starz or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;

(2)the redemption of any Equity Interests of Starz or any Restricted Subsidiary, or any equity holder of Starz, including, without limitation, any payment in exchange for such Equity Interests in connection with any merger or consolidation involving Starz but excluding any such Equity Interests held by Starz or any Restricted Subsidiary; or

(3)any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of Starz other than an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.

“Sale and Leaseback Transactions” means with respect to any Person an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

“SEC” means the U.S. Securities and Exchange Commission.

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“Secured Leverage Ratio” means at any date the Consolidated Leverage Ratio at such date, except that in calculating Consolidated Total Debt for such purpose the following shall be excluded: (a) any Indebtedness that is not secured by a Lien on assets of Starz or any Restricted Subsidiary and (b) the Notes.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shelf Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Significant Subsidiary” means (1) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Regulation SX promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under Section 6.01 has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

“Standard & Poor’s” means Standard & Poor’s Ratings Services and any successor to its ratings agency business.

“Starz” means Starz, LLC and its successors and assigns.

“Starz Entertainment” means Starz Entertainment, LLC and its successors and assigns.

“Starz Finance” means Starz Finance Corp. and its successors and assigns.

“Stock Compensation Plans” means compensation plans in connection with which Starz and its Subsidiaries make payments to Parent and its Affiliates in consideration for securities of Parent issued to employees of Starz and its Subsidiaries.

“Subordinated Indebtedness” means Indebtedness of Starz or any Restricted Subsidiary that is expressly subordinated in right of payment to the Notes or the Note Guarantees.

“Subsidiary” means, with respect to any Person:

(1)any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

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Unless otherwise specified, “Subsidiary” refers to a Subsidiary of Starz.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Starz or any of its Subsidiaries shall be a Swap Agreement.

“Transfer Restricted Notes” means Notes that bear or are required to bear the legend set forth in Section 2.16(e) hereto.

“Treasury Rate” means, at the time of computation, the yield to maturity of United States Treasury Securities with a constant maturity (as compiled and published in the most recent Federal Re serve Statistical Release H.15(519) which has become publicly available at least three Business Days prior to the Redemption Date or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the Redemption Date to September 15, 2015; provided, however, that if such period is not equal to the constant maturity of a United States Treasury Security for which a weekly average yield is given the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury Securities for which such yields are given, except that if the period from the Redemption Date to September 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury Securities adjusted to a constant maturity of one year shall be used. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended.

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

“Unrestricted Subsidiary” means (1) initially, SEG Investments, Inc., Aries Pictures LLC, Chalk Line Productions, LLC, Film Roman, LLC, Namor Productions, LLC, Starz Media Group, LLC, Starz Independent, LLC and Starz Canada Holdco, LLC, (2) any Subsidiary that after the Issue Date shall be designated an Unrestricted Subsidiary by the Board of Directors of Starz in accordance with Section 4.13 and (3) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means direct non-callable obligations of, or guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by

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multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by Starz or through one or more Wholly-Owned Restricted Subsidiaries.

SECTION 1.02.Other Definitions.

The definitions of the following terms may be found in the sections indicated as follows:

Term	Defined in Section
“Affiliate Transaction”	4.	09
“Agent Members”	2.	02(c)
“Change of Control Offer”	4.	20
“Change of Control Purchase Price”	4.	20
“Covenant Defeasance”	9.	03
“Designation”	4.	13
“Event of Default”	6.	01
“Excess Proceeds”	4.	08
“Exchange Global Notes”	2.	02(b)
“Global Notes”	2.	02(b)
“IAI Global Note”	2.	02(b)
“IAI Notes”	2.	02(b)
“Legal Defeasance”	9.	02
“Net Proceeds Offer”	4.	08
“Net Proceeds Deficiency”	4.	08
“Note guarantee”	10.	01
“Offered Price”	4.	08
“Parity Indebtedness Price”	4.	08
“Paying Agent”	2.	04
“Payment Amount”	4.	08
“Permanent Regulation S Global Note”	2.	02(b)
“Permitted Indebtedness”	4.	06
“Redesignation”	4.	13
“Registrar”	2.	04
“Regulation S Global Note”	2.	02(b)
“Regulation S Notes”	2.	02(b)
“Rule 144A Global Note”	2.	02(b)
“Rule 144A Notes”	2.	02(b)
“Successor”	5.	01
“Tax Group”	4.	09
“Temporary Regulation S Global Note”	2.	02(b)
“Terminated Covenants”	4.	21

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SECTION 1.03.Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security-holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor on the indenture securities” means the Issuers, the Guarantors or any other obligor on the Notes.

All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings therein assigned to them.

SECTION 1.04.Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it herein, whether defined expressly or by reference;

(2)“or” is not exclusive;

(3)words in the singular include the plural, and in the plural include the singular;

(4)words used herein implying any gender shall apply to both genders;

(5)“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subsection;

(6)unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of Starz; and

(7)“$,” “U.S. Dollars” and “United States Dollars” each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts.

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ARTICLE TWO

THE NOTES

SECTION 2.01.Amount of Notes.

Upon written order of the Issuers, the Trustee shall authenticate (i) Notes for original is sue on the Issue Date in the aggregate principal amount not to exceed $500,000,000 and (ii) subject to Section 4.06, unless terminated pursuant to Section 4.21, and Section 4.10, Additional Notes in an unlimited principal amount, upon a written order of the Issuers in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder.

Upon receipt of a written order of the Issuers in the form of an Officer’s Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuers.  Any Additional Notes and the Exchange Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to purchase. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes and Exchange Notes, if any.

SECTION 2.02.Form and Dating; Book Entry Provisions.

(a)The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which either Issuer is subject.  Each Note shall be dated the date of its authentication.

(b)(i) The Notes will be offered and sold by the Issuers pursuant to a Purchase Agreement.  The Notes will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act.  Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein.  Notes initially re sold pursuant to Rule 144A shall be issued in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons (collectively, the “Rule 144A Global Note”); and Notes initially resold to IAIs (the “IAI Notes”) shall be issued in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons (collectively, the “IAI Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit C hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture.  Except as set forth in this

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Section 2.02(b), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, a permanent global security (the “Permanent Regulation S Global Note” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note or an IAI Global Note only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by Non-U.S. Persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of an institutional accredited investor.

(ii)Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

(iii)Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Trustee) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred to an “accredited investor” within the meaning of 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of Notes of US$250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

(iv)Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

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(v)Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes, and the IAI Notes will be issued in the form of a permanent global Note, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Registrar as hereinafter provided, including the appropriate legend set forth in Section 2.16(e) (the “Exchange Global Note”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Registrar as custodian for DTC, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.

(vi)The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note, the Permanent Regulation S Global Note and the Exchange Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

(c)Book-Entry Provisions. This Section 2.02(c) shall apply only to a Global Note deposited with or on behalf of the Depository.

(i)The Issuers shall execute and the Trustee shall, in accordance with this Section 2.02(c), authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (B) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.

(ii)Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d)Definitive Notes.  Except as provided in this Section 2.02 or Sections 2.16 or 2.17, owners of beneficial interests in Notes shall not be entitled to receive physical delivery of Definitive Notes.

(e)The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby.

(f)The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.

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SECTION 2.03.Execution and Authentication.

An officer of each Issuer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuers by manual or facsimile signature.

If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.  Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes.  Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture.

The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

SECTION 2.04.Registrar and Paying Agent.

The Issuers shall maintain an office or agency (which shall be located in the Borough of Manhattan in The City of New York, State of New York) where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Issuers, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. If and for so long as the Trustee is not the Registrar, the Trustee shall have the right to inspect the register of the Notes during regular business hours. The Issuers may have one or more additional Paying Agents. The term “Paying Agent” includes any additional Paying Agent.  Either of the Issuers or any Affiliate thereof may act as Paying Agent.

The Issuers shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent.  The Issuers

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shall notify the Trustee of the name and address of any such Agent.  If the Issuers fail to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07.  Either of the Issuers or any wholly owned Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuers initially appoint the Trustee as Registrar, Paying Agent and Agent for service of notices and demands in connection with the Notes and this Indenture.

SECTION 2.05.Paying Agent To Hold Money in Trust.

On or prior to each due date of the principal or interest on any Notes, the Issuers shall de posit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes or the Guarantors), and the Issuers and the Paying Agent shall notify the Trustee in writing of any default by the Issuers (or any other obligor on the Notes) in making any such payment.  If either of the Issuers or a Subsidiary of an Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuers at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06.Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most re cent list available to it of the names and addresses of the Holders and shall otherwise comply with TIA Section 312(a).  If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuers, and shall otherwise comply with TIA Section 312(a).

SECTION 2.07.Transfer and Exchange.

Subject to Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder thereof to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of this Indenture are met.  Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar, duly

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executed by the Holder thereof or his attorneys duly authorized in writing.  To permit registrations of transfers and exchanges, the Issuers shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuers may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.20 or 8.05 (in which events the Issuers shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part.

Any Holder of any Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law.

Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuers’ compliance with or have any responsibility with respect to the Issuers’ compliance with any Federal or state securities laws.

SECTION 2.08.Replacement Notes.

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the guarantee thereon) if such Holder furnishes to the Issuers and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met.  If required by the Trustee or the Issuers, an indemnity bond shall be posted by such Holder, sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Guarantors, the Trustee or any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuers and the Trustee may charge such Holder for their reasonable out-of-pocket expenses in replacing such Note (including, without limitation, attorneys’ fees and disbursements) in replacing such Note.  Every replacement Note shall constitute a contractual obligation of the Issuers.

SECTION 2.09.Outstanding Notes.

The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in

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Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding.  Subject to Section 2.10, a Note does not cease to be outstanding because either of the Issuers or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuers receive proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuers.

If the Paying Agent holds in trust, in its capacity as such, on any Redemption Date or maturity date, money sufficient to pay all accrued interest and principal with respect to the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10.Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes owned by either of the Issuers or any Affiliate of either of the Issuers shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has received an Officer’s Certificate stating that such Notes are so owned shall be so disregarded.  Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Notes and that the pledgee is not an Issuer, a Guarantor, any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.11.Temporary Notes.

Until definitive Notes are prepared and ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. With out unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.  Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes.

SECTION 2.12.Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall (subject to the record retention requirements of the Exchange Act) destroy cancelled Notes. The Trustee shall deliver a certificate of such destruction to the Issuers. The Issuers may not reissue

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or resell, or issue new Notes to replace, Notes that the Issuers have redeemed or paid, or that have been delivered to the Trustee for cancellation, other than in accordance with the express provisions of this Indenture.

SECTION 2.13.Defaulted Interest.

If the Issuers default on a payment of interest on the Notes, they shall pay the defaulted interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders of such Notes on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuers shall fix such special record date and payment date in a manner satisfactory to the Trustee. The Issuers shall promptly mail to each Holder of such Notes a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Issuers may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Issuers to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.14.CUSIP Number.

The Issuers in issuing the Notes may use a “CUSIP” number, ISIN and “Common Code” number (in each case if then generally in use), and if so, such CUSIP number, ISIN and Common Code number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of such number either as printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuers shall promptly notify, and in any event within 10 Business Days, the Trustee of any such CUSIP number, ISIN and Common Code number used by the Issuers in connection with the issuance of the Notes and of any change in the CUSIP number, ISIN and Common Code number.

SECTION 2.15.Deposit of Moneys.

Subject to the following paragraph, prior to 12:00 p.m., New York City time, on each Interest Payment Date and maturity date, the Issuers shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date or maturity date, as the case may be.  The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.

If a Holder has given wire transfer instructions to the Issuers at least ten Business Days prior to the applicable Interest Payment Date, the Issuers (through the Paying Agent) will make all payments on such Holder’s Notes by wire transfer of immediately available funds to the account specified in those instructions.  Otherwise, payments on the Notes will be made at the

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office or agency of the Payment Agent for the Notes within the City and State of New York unless the Issuers (with notice to the Paying Agent) elect to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

SECTION 2.16.Special Transfer Provisions.

(a)Transfer and Exchange of Definitive Notes.  When Definitive Notes are presented to the Registrar with a request:

(x)to register the transfer of such Definitive Notes; or

(y)to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(i)shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(ii)if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.16(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A)if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B)if such Definitive Notes are being transferred to the Issuers, a certification to that effect; or

(C)if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act:  (i) a certification to that effect (in the form set forth on the reverse of the Note) and (ii) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.16(e)(i).

(b)Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note.  A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

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(i)certification, in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution Compliance Period by a Per son who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Permanent Regulation S Global Note; and

(ii)written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(C)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled.  If no Rule 144A Global Notes, IAI Global Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Issuers shall issue and the Trustee shall authenticate, upon written order of the Issuers in the form of an Officer’s Certificate, a new Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

(c)Transfer and Exchange of Global Notes.

(i)The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in such Global Note. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii)If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be

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so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

(iii)Notwithstanding any other provisions of Article Two (other than the provisions set forth in Section 2.17), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iv)In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.17, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.16 (including the certification requirements set forth on the reverse of the Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuers.

(d)Restrictions on Transfer of Temporary Regulation S Global Notes. During the Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to Issuers, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Note) or (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.

(e)Legend.

(i)Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof), in the case of Notes offered otherwise than in reliance on Regulation S, shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANS ACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECU RITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUERS, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED IN STITUTIONAL BUYER (AS DEFINED IN

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RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVES TOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF US$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLA TION OF THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UN DER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATE MENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

Each certificate evidencing a Note offered in reliance on Regulation S shall, in addition to the foregoing, bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANS ACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SE CURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE AC COUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULA TION S UNDER THE SECURITIES ACT.

Each Definitive Note shall also bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RE STRICTIONS.

(ii)Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer

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Restricted Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).

(iii)After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes, all requirements pertaining to the restricted securities legend as set forth in Exhibit C hereto, on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.

(iv)Upon the consummation of an Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the restricted securities legend as set forth in Exhibit C hereto, shall be available to Holders that exchange such Initial Notes in such Exchange Offer.

(f)Cancellation or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

(g)No Obligation of the Trustee.

(i)The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes.  All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any

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transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.17.Certificated Notes.

(a)A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 hereof and (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuers within 90 days of such notice, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Per son that such Global Note Holder and the Depository identify as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing.

(b)Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.17 shall be surrendered by the Depository to the Trustee located at its corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.  Any portion of a Global Note transferred pursuant to this Section 2.17 shall be executed, authenticated and delivered only in denominations of US$2,000 principal amount or any integral multiple of US$1,000 in excess thereof and registered in such names as the Depository shall direct.  Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise pro vided by Section 2.16(e) hereof, bear the applicable restricted securities legend and definitive note legend set forth in Exhibit C hereto.

(c)Subject to the provisions of Section 2.17(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d)In the event of the occurrence of one of the events specified in Section 2.17(a) hereof, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.  In the event that the Definitive Notes are not issued to each such beneficial owner promptly after the Registrar has received a request from the Holder of a Global Note to issue such certificated Note, the Issuers expressly acknowledge, with respect to the right of any Holder to pursue a remedy pursuant to Article 6 of this Indenture, the right of any beneficial holder of Notes to pursue such remedy with

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respect to the portion of the Global Note that represents such beneficial holder’s Notes as if such certificated Notes had been issued.

(e)By its acceptance of any Note bearing any Legend in Section 2.16(e), each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in such Legend in Section 2.16(e) and agrees that it shall transfer such Note only as provided in this Indenture.

The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to Section 2.02 or this Section 2.17. The Issuers shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18.Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.  Additional Interest will be payable with respect to the Notes in certain circumstances if the Issuers do not consummate the Exchange Offer (or shelf registration, if applicable) as provided in the Registration Rights Agreement.

ARTICLE THREE

REDEMPTION

SECTION 3.01.Election To Redeem; Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to paragraph 6 of such Notes, at least 40 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee), the Issuers shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officer’s Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03.

SECTION 3.02.Selection by Trustee of Notes To Be Redeemed.

In the event that less than all of the Notes are to be redeemed pursuant to a redemption made pursuant to paragraph 6 of such Notes, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part.  If a partial redemption is made pursuant clause (c) of paragraph 6 of the Notes, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository), unless that method is otherwise prohibited. The Trustee shall promptly notify the Issuers of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.  The Trustee may

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select for redemption portions of the principal of the Notes that have denominations larger than $2,000.  For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Issuers may acquire Notes by means other than redemption, whether pursuant to an Issuer tender offer, open market purchase or otherwise, provided such acquisition does not otherwise violate the other terms of this Indenture.

SECTION 3.03.Notice of Redemption.

At least 30 days, and no more than 60 days, before a Redemption Date, the Issuers shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of this Indenture. If the Issuers mail such notice to Holders, it shall mail a copy of such notice to the Trustee at the same time.

The notice shall identify the Notes to be redeemed (including the CUSIP numbers, ISIN and Common Code numbers, if any thereof) and shall state:

(1)the Redemption Date;

(2)the redemption price and the amount of premium (or the manner of calculation the redemption price and/or premium) and accrued interest to be paid;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;

(4)the name and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)that unless the Issuers default in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(7)the provision of paragraph 6 of the Notes pursuant to which the Notes called for redemption are being redeemed; and

(8)the aggregate principal amount of Notes that are being redeemed.

At the Issuers’ written request made at least five Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption prepared by the Issuers, in the Issuers’ name and at the Issuers’ sole expense.  In such event, the Issuers shall provide the Trustee with the information required by this Section 3.03.

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SECTION 3.04.Effect of Notice of Redemption.

Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption become due and payable on the Redemption Date and at the redemption price, including any premium, plus interest accrued to the Redemption Date.  Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price, including any premium, plus interest accrued to the Redemption Date, provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date, and provided, further, that if a Redemption Date is not a Business Day, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05.Deposit of Redemption Price.

On or prior to 12:00 p.m., New York City time, on each Redemption Date, the Issuers shall deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption price of, including premium, if any, and accrued interest on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date which have been delivered by the Issuers to the Trustee for cancellation. Promptly after the calculation of the redemption price, the Issuers will give the Trustee and any Paying Agent written notice thereof.

On and after any Redemption Date, if money sufficient to pay the redemption price of, including premium, if any, and accrued interest on Notes called for redemption shall have been made available in accordance with the preceding paragraph, the Notes called for redemption will cease to accrue interest and the only right of the Holders of such Notes will be to receive payment of the redemption price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date.  If any Note surrendered for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case, at the rate and in the manner provided in the Notes.

SECTION 3.06.Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuers shall execute and the Trustee shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.Mandatory Redemption.

The Issuers shall not be required to make mandatory redemption payments with respect to the Notes.

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ARTICLE FOUR

COVENANTS

SECTION 4.01.Payment of Notes.

The Issuers shall pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture.  An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment.

The Issuers shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Notes.

SECTION 4.02.Reports to Holders.

(a)Whether or not required by the SEC, so long as any Notes are outstanding, Starz shall furnish to the Holders of Notes, or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system):

(1)within 60 days of the end of any fiscal quarter (other than any fiscal quarter end that coincides with the end of a fiscal year), all quarterly and, within 120 days of the end of any fiscal year, annual financial statements (including footnote disclosure) that would be required to be contained in a filing with the SEC on Forms 10Q and 10K, as applicable, if Starz were required to file these Forms (other than separate financial statements of any subsidiary of Starz that would be due solely to the fact that such Subsidiary’s securities secure the Notes as required by Rule 316 of Regulation SX under the Securities Act (or any successor regulation)), and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Starz’s certified independent accountants; and

(2)all current reports that would be required to be filed with the SEC on Form 8K if Starz were required to file these reports to the extent such reports relate to the occurrence of any event which would require an 8K to be filed pursuant to the following Items set forth in the instruction to Form 8K: (i) Item 1.03 Bankruptcy or Receivership, (ii) Item 2.01 Completion of Acquisition or Disposition (other than with respect to acquisitions and dispositions not exceeding $25.0 million), (iii) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement (other than with respect to lease obligations incurred in the ordinary course of business and not in excess of $25.0 million), (iv Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (v) Item 2.06 Material Impairment, (vi) Item 4.01 Change in Certifying Account ant, (vii) Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (viii) Item 5.01 Change in Control and (ix) Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers;

provided, however, that (A) reports provided pursuant to clauses (1) and (2) shall not be required to comply with (i) Sections 302 (Corporate Responsibility for Financial Reports), 906 (Corporate Responsibility for Financial Reports) and 404 (Management Assessment of Internal Controls) of the Sarbanes-Oxley Act of 2002, and Items 307 (Disclosure Controls and Procedures), 308

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(Internal Control Over Financial Re porting) and 402 (Executive Compensation) of Regulation SK; or (ii) Regulation G under the Exchange Act or Item 10(e) of Regulation SK with respect to any non-U.S. GAAP financial measures contained therein and (B) reports and information provided pursuant to clauses (1) and (2) shall not be required to be accompanied by any exhibits consisting of commercial agreements (not including notes or other debt instruments) with customers and suppliers.

Starz shall deliver with each report referred to in clause (1) above, a schedule eliminating Unrestricted Subsidiaries and reconciling the same to the financial statements in such report.

Starz shall maintain a website to which all of the reports and press releases required by this “Reports” covenant are posted or shall file such information with the SEC.

The requirements of this Section 4.02(a) shall be deemed satisfied prior to the commencement, if required, of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in this Section 4.02(a).

(b)The Issuers and the Guarantors have agreed that, for so long as any Notes remain outstanding, Starz shall furnish to the Holders and upon their request, to prospective investors and securities analysts, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)In the event that a direct or indirect parent has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the Holders of Notes, or filed electronically with the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), the reports described herein with respect to such parent (including any consolidating financial information required by Regulation SX relating to Starz and the Restricted Subsidiaries that explains in reasonable detail the differences between the information relating to such parent on the one hand, and the information relating to Starz and the Restricted Subsidiaries on a standalone basis on the other hand), Starz shall be deemed to be in compliance with the provisions of this covenant.

SECTION 4.03.Waiver of Stay, Extension or Usury Laws.

Each of the Issuers and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive any of the Issuers and the Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) each of the Issuers and the Guarantors hereby expressly waives all benefit or

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advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.04.Compliance Certificate; Notice of Default.

(a)Starz shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Issuers and their Subsidiaries during such fiscal year has been made under the supervision of the signing Officer with a view to deter mining whether the Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge, the Issuers and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and no Default occurred during such period (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action they are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers and the Guarantors are taking or propose to take with respect thereto.

(b)Starz and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default, an Officer’s Certificate specifying such Default and what action the Issuers and the Guarantors are taking or propose to take with respect thereto.

(c)The Issuers fiscal year currently ends on December 31.  The Issuers shall provide written notice to the Trustee of any change in their fiscal year.

SECTION 4.05.Payment of Obligations.

Starz shall, and shall cause each of its Restricted Subsidiaries to, pay its material obligations, including material tax liabilities before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Starz or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest is not adverse in any material respect to the Holders.

SECTION 4.06.Limitations on Incurrence of Indebtedness.

Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in cur any Indebtedness; provided that Starz or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”).

Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness.”

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(1)Indebtedness of the Issuers and any Guarantor under Credit Facilities (other than Indebtedness referred to in clause (2)) in an aggregate principal amount at any time outstanding not to exceed $1,500.0 million;

(2)the Notes issued on the Issue Date and the Note Guarantees and the Exchange Notes and related guarantees thereof to be issued in exchange for Notes and the Note Guarantees pursuant to the Registration Rights Agreement (but excluding any Additional Notes);

(3)Indebtedness of Starz and the Restricted Subsidiaries to the extent outstanding on the Issue Date after giving effect to the intended use of proceeds of the Notes (other than Indebtedness referred to in clause (1), (2) or (4));

(4)(x) Indebtedness of Starz or any Restricted Subsidiary owed to any other Restricted Subsidiary or Starz and (y) guarantees by any Restricted Subsidiary or Starz of any Indebtedness of Starz or any other Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than Starz or a Restricted Subsidiary, as applicable, Starz or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4);

(5)Indebtedness in respect of bid, performance or surety bonds issued for the account of Starz or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of Starz or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed);

(6)Purchase Money Indebtedness incurred by Starz or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate principal amount not to exceed at any time outstanding $150.0 million;

(7)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(8)Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(9)Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9);

(10)indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of Starz or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that (a) any amount of such obligations included on the face of the balance sheet of Starz or any Restricted Subsidiary shall not be permitted

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under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations out standing under this clause (10) shall at no time exceed the gross proceeds actually received by Starz and the Restricted Subsidiaries in connection with such disposition; and

(11)Indebtedness of Starz or any Restricted Subsidiary in an aggregate principal amount not to exceed $225.0 million at any time outstanding.

For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (11) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, Starz shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (11) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding or committed under the Credit Agreement on the Issue Date shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

SECTION 4.07.Limitations on Restricted Payments.

Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless at the time of such Restricted Payment:

(1)no Default shall have occurred and be continuing or shall occur as a consequence thereof; and

(2)after giving effect to such Restricted Payment and the application of proceeds therefrom the Consolidated Leverage Ratio would not be greater than 4.0 to 1.00.

The foregoing provisions will not prohibit:

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(1)the payment by Starz or any Restricted Subsidiary of any dividend within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture;

(2)the redemption of any Equity Interests of Starz or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests and the payment by Starz of dividends in the form of Qualified Equity Interests;

(3)(x) prior to the consummation of an initial public offering of Starz’s Equity Interests, payments to Parent to permit Parent, and which are used by Parent to redeem Equity Interests of Parent, and (y) after the consummation of an initial public offering of Starz’s Equity Interests, the redemption by Starz of Equity Interests of Starz, in each case, held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $25.0 million during any twelve consecutive months;

(4)payments permitted pursuant to clause (3) of Section 4.09;

(5)repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof;

(6)Restricted Payments by Starz and Restricted Subsidiaries pursuant to and in accordance with stock option plans or other benefit plans for directors, management, employees or consultants of Starz and its Subsidiaries;

(7)payment by Starz to Parent of a dividend in an amount not to exceed $1,400 mil lion to fund the dividend in connection with the reorganization as described in the Offering Memorandum provided that such Restricted Payments pursuant to this clause (7) shall be distributed no later than December 31, 2013; and

(8)other Restricted Payments in an aggregate amount from and after the Issue Date not to exceed $50.0 million;

provided that in the case of any Restricted Payment pursuant to clause (7) or (8) above, no Default shall have occurred and be continuing or occur as a consequence thereof.

For purposes of this covenant, if a particular Restricted Payment involves a noncash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the noncash portion of such Restricted Payment.

SECTION 4.08.Limitations on Asset Sales.

Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction (or, if earlier, the date of the commitment to enter into such transaction) and after giving effect thereto and to the

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use of proceeds thereof, (a) no Default shall have occurred and be continuing, and (b) the Consolidated Leverage Test would be satisfied.

If Starz or any Restricted Subsidiary engages in an Asset Sale, Starz or such Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to:

(1)satisfy all mandatory repayment obligations under the Credit Facilities arising by reason of such Asset Sale and, in the case of any such repayment under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility;

(2)repay any Indebtedness which was secured by the assets sold in such Asset Sale or any Indebtedness to which the Notes and the Note Guarantees are structurally subordinated;

(3)repay other pari passu Indebtedness (provided, that in the case of this clause (3), Starz shall also equally and ratably reduce Indebtedness under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest the pro rata principal amount of Notes); or

(4)(A) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities) to be used by Starz or any Restricted Subsidiary in the Permitted Business, (B) acquire Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B).

The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.” To the extent Net Available Proceeds are received by a Foreign Subsidiary and the Issuers determine that the application of such Net Available Proceeds in compliance with this paragraph would result in material adverse tax consequences to Starz or any of its Subsidiaries, such Net Available Proceeds shall not be subject to the requirements of this paragraph and shall not be included in Excess Proceeds.

When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Issuers will be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any other Indebtedness that ranks pari passu with the Notes of the Issuers and the Guarantors the provisions of which require the Issuers to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such other Indebtedness that ranks pari passu with the Notes equal to the amount of such Excess Proceeds as follows:

(1)the Issuers will (a) make an offer to purchase (a “Net Proceeds Offer”) to all Holders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Indebtedness that ranks pari passu with the Notes, pro rata in pro portion to the respective principal amounts of the Notes and such other Indebtedness

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required to be redeemed, the maximum principal amount of Notes and other Indebtedness that may be re deemed out of the amount (the “Payment Amount”) of such Excess Proceeds;

(2)the offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture, and the redemption price for such other Indebtedness that ranks pari passu with the Notes (the “Parity Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness;

(3)if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased will be selected on a pro rata basis; and

(4)upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Parity Indebtedness Price paid to the holders of such other Indebtedness that ranks pari passu with the Notes is less than the Payment Amount relating thereto (such short fall constituting a “Net Proceeds Deficiency”), the Issuers may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture.

In the event of the transfer of substantially all (but not all) of the assets of Starz and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01, the successor shall be deemed to have sold for cash at Fair Market Value the assets of Starz and the Restricted Subsidiaries not so transferred for purposes of this covenant, and the successor shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose).

The Issuers will comply with applicable tender offer rules, including the requirements of Rule 14e1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.08, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue of this compliance.

SECTION 4.09.Limitations on Transactions with Affiliates.

Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless such Affiliate Transaction is on terms that are no less favorable to Starz or

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the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by Starz or that Restricted Subsidiary from a Person that is not an Affiliate of Starz or that Restricted Subsidiary.

The foregoing restrictions shall not apply to:

(1)transactions between or among Starz and its Wholly-Owned Restricted Subsidiaries not involving any other Affiliate;

(2)reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, and Stock Compensation Plans) and indemnification arrangements and payments to Affiliates in consideration for securities issued in connection therewith;

(3)for any taxable period for which Starz and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable foreign, state or local income tax purposes of which a direct or indirect parent of Starz is the common parent (a “Tax Group”), the portion of any U.S. federal, state, local or foreign income taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of Starz and/or its Subsidiaries;

(4)loans and advances described in clause (3) of the definition of “Permitted In vestments” and Permitted Investments in the form of loans and advances by Starz Entertainment to Starz Media Group, LLC, Anchor Bay Entertainment, LLC, Film Roman, LLC and Starz Independent, LLC, and its subsidiaries;

(5)Restricted Payments which are made in accordance with Section 4.07;

(6)(x) any agreement in effect on the Issue Date and disclosed in the Offering Memorandum, as in effect on the Issue Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to the Holders or Starz in any material respect than such agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in the immediately preceding clause (x);

(7)any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because Starz or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of Starz or any of its Subsidiaries other than Starz or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity;

(8)ordinary overhead arrangements in which Starz or any of its Subsidiaries participate; and

(9)(a) any transaction with an Affiliate where the only consideration paid by Starz or any Restricted Subsidiary is Qualified Equity Interests or (b) the issuance or sale of any Qualified Equity Interests.

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SECTION 4.10.Limitations on Liens.

Starz will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than a Permitted Lien) on any as set (including Equity Interests of a Restricted Subsidiary owned by Starz or any Restricted Subsidiary) or property of Starz or such Restricted Subsidiary securing Indebtedness unless:

(1)in the case of Liens securing Subordinated Indebtedness, the Notes and Note Guarantees issued by the Persons granting such Liens, if any, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2)in the case of Liens securing any other Indebtedness, the Notes and the Note Guarantees issued by the Persons granting such Liens, if any, are equally and ratably secured.

Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the Liens described in clauses (1) and (2) above that resulted in the creation of such Lien for the benefit of the Holders.

The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this covenant.

SECTION 4.11.Additional Note Guarantees.

If, after the Issue Date, (a) any Restricted Subsidiary guarantees any Indebtedness under the Credit Agreement or any supplement, amendment or restatement thereof, or (b) Starz otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Starz shall cause such Subsidiary to:

(1)execute and deliver to the Trustee (a) a supplemental indenture in form and sub stance satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuers’ obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and

(2)deliver to the Trustee one or more opinions of counsel that such supplemental in denture (a) has been duly authorized, executed and delivered by such Subsidiary and (b) constitutes a valid and legally binding obligation of such Subsidiary in accordance with its terms (subject to customary qualifications).

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SECTION 4.12.Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries.

Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a)pay dividends or make any other distributions on or in respect of its Equity Interests held by Starz or any other Restricted Subsidiary;

(b)make loans or advances or pay any Indebtedness owed to Starz or any other Restricted Subsidiary; or

(c)transfer any of its assets to Starz or any other Restricted Subsidiary;

except for:

(1)encumbrances or restrictions existing under or by reason of applicable law, regulation or order;

(2)encumbrances or restrictions existing under this Indenture, the Notes, the Note Guarantees and the Exchange Notes (and any guarantees thereof);

(3)non-assignment provisions of any contract or any lease;

(4)encumbrances or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Credit Agreement) as in effect on that date;

(5)restrictions relating to any Lien permitted under this Indenture imposed by the holder of such Lien that limit the right of the relevant obligor to transfer assets that are subject to such Lien;

(6)restrictions imposed under any agreement to sell assets permitted under this In denture to any Person pending the closing of such sale;

(7)any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and restrictions under any agreement of any Person that becomes a Restricted Subsidiary provided that such restrictions are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary;

(8)any agreement governing Indebtedness entered into after the Issue Date in accordance with Section 4.06;

(9)customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, shareholder agreements and

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other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture, corporation or similar Person or assets of such entities;

(10)Purchase Money Indebtedness incurred in compliance with Section 4.06 that impose restrictions of the nature described in clause (c) above on the assets acquired;

(11)restrictions on cash or other deposits or net worth imposed by suppliers or land lords under contracts entered into in the ordinary course of business; and

(12)any encumbrances or restrictions imposed by any amendments, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments, replacements or refinancings are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment, replacement or refinancing.

SECTION 4.13.Limitations on Designation of Unrestricted Subsidiaries.

Starz may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of Starz as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

(1)no Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation; and

(2)at the time of and immediately after giving effect to such Designation, the Consolidated Leverage Test would be satisfied.

No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:

(1)has no Indebtedness other than Non-Recourse Debt and other obligations arising by operation of law, including joint and several liability for taxes, ERISA obligations and similar items, except, in each case, pursuant to Investments which are made in accordance with Section 4.07;

(2)is not party to any agreement, contract, arrangement or understanding with Starz or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or under standing comply with Section 4.09;

(3)is a Person with respect to which neither Starz nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, except, in each case, pursuant to Investments which are made in accordance with Section 4.07; and

(4)is not a Subsidiary of Starz or its other Subsidiaries (other than another Unrestricted Subsidiary) where Starz or such other Subsidiary is a general partner of any such Subsidiary.

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Notwithstanding the foregoing, Starz Finance may not be designated as an Unrestricted Subsidiary.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this In denture on the date that is 30 days after Starz or any Restricted Subsidiary has obtained knowledge of such failure (unless such failure has been cured by such date), and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 4.06 or the Lien is not permit ted under Section 4.10, Starz shall be in default of the applicable covenant.

Starz may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(1)no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

(2)all Liens, Indebtedness and Investments of such Unrestricted Subsidiary out standing immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Indenture.

All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of Starz and an Officer’s Certificate certifying compliance with the foregoing provisions delivered to the Trustee.

SECTION 4.14.Limitations on Sale and Leaseback Transactions.

Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction other than the sale and leaseback of Starz’s corporate office building and related building improvements; provided that Starz or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

(1)no Default shall have occurred or be continuing;

(2)(a) the lease in such Sale and Leaseback Transaction is a capital lease and Starz or such Restricted Subsidiary could have incurred the Indebtedness attributable to such Sale and Leaseback Transaction pursuant to Section 4.06 or (b) the lease in the Sale and Leaseback Trans action is not a capital lease and the aggregate proceeds from such arrangements since the Issue Date do not exceed $100.0 million; and

(3)the transfer of assets in such Sale and Leaseback Transaction is not prohibited by Section 4.08.

SECTION 4.15.Conduct of Business.

Starz will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses.

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SECTION 4.16.Maintenance of Properties; Insurance.

Starz shall, and shall cause each of its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies or in accordance with self insurance practices, insurance in such amounts and against such risks as are customarily maintained by companies of similar size engaged in the same or similar businesses operating in the same or similar locations.

SECTION 4.17.Compliance with Laws.

Starz shall, and shall cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so would not be adverse in any material respect to the Holders.

SECTION 4.18.Existence.

Starz shall, and shall cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the fore going shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 5.01, and Starz shall not be required to preserve any such right, franchise, permit, license or legal existence with respect to itself or any Restricted Subsidiary if Starz shall determine in good faith the preservation thereof is no longer desirable in the conduct of the business of Starz and its Restricted Subsidiaries.

SECTION 4.19.Payments for Consent.

Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.20.Change of Control Offer.

Upon the occurrence of any Change of Control, each Holder will have the right to require that the Issuers purchase that Holder’s Notes for a cash price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase.

Within 30 days following any Change of Control, Starz will mail, or caused to be mailed, to the Holders a notice:

(1)describing the transaction or transactions that constitute the Change of Control;

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(2)offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a “Change of Control Offer”), on a date specified in the notice (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to such Change of Control Offer; and

(3)describing the procedures that Holders must follow to accept the Change of Control Offer. The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law.

Starz will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase.

The Issuers’ obligation to make a Change of Control Offer will be satisfied if a third party makes the Change of Control Offer in the manner and at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The Issuers will comply with applicable tender offer rules, including the requirements of Rule 14el under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.20, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.20 by virtue of this compliance.

SECTION 4.21.Fall-Away Event.

If on any date following the Issue Date (i) the Notes have investment grade ratings from both Moody’s and Standard & Poor’s, and Starz has delivered written notice of such investment grade ratings to the Trustee, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes or the occurrence of any Default, the provisions in the following sections shall no longer be applicable to the Notes (collectively, the “Terminated Covenants”):  Sections 4.06, 4.07, 4.08, 4.09, 4.12, clause (2) of Section 4.14, Section 4.20 and clause (3) of Section 5.01.

No Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture or the Notes with respect to the Terminated Covenants based on, and none of Starz or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring after the Notes attain such investment grade ratings, regardless of whether such actions or event would have been permitted if the applicable Terminated Covenants remained in effect.

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ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01.Limitations on Mergers, Consolidations, etc.

Starz will not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of Starz or Starz and the Restricted Subsidiaries (taken as a whole), (b) permit Starz Finance to consolidate or merge with or into another Person or (c) adopt a Plan of Liquidation unless, in either case:

(1)either:

(a)such Issuer will be the surviving or continuing Person; or

(b)the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia and the Successor (if not Starz) expressly assumes, by agreements in form and substance reasonably satisfactory to the Trustee, all of the obligations of such Issuer under the Notes, the Indenture and the Registration Rights Agreement; provided that, for so long as Starz or any Successor is a limited liability company or partnership, there must be a co-issuer of the Notes that is a Wholly-Owned Restricted Subsidiary of Starz and that is a corporation organized and existing under the laws of the United States, any State there of or the District of Columbia;

(2)immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, no Default shall have occurred and be continuing; and

(3)immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Leverage Test would be satisfied.

For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuers immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Except as provided in Section 10.04, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, unless:

(1)either:

(a)such Guarantor will be the surviving or continuing Person; or

(b)the Person formed by or surviving any such consolidation or merger is an Issuer or another Guarantor or assumes, by agreements in form and substance

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reasonably satisfactory to the Trustee, all of the obligations of such Guarantor under the Note Guarantee of such Guarantor, this Indenture and the Registration Rights Agreement; and

(2)immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the proper ties and assets of Starz, will be deemed to be the transfer of all or substantially all of the properties and assets of Starz.

Upon any consolidation, combination or merger of an Issuer or a Guarantor, or any transfer of all or substantially all of the assets of an Issuer or Guarantor in accordance with the foregoing, in which such Issuer or such Guarantor is not a continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which such Issuer or such Guarantor is merged or the Person to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, such Issuer or such Guarantor under this Indenture, the Registration Rights Agreement, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as such Issuer or such Guarantor and, except in the case of a lease, such Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of such Issuer’s or such Guarantor’s other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable.

Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to Starz or another Restricted Subsidiary; provided if such Restricted Subsidiary is a Guarantor, that the surviving entity remains or becomes a Guarantor.

SECTION 5.02.Successor Person Substituted.

Upon any consolidation or merger or any transfer of all or substantially all of the assets of an Issuer or any Restricted Subsidiary in accordance with Section 5.01, the successor entity formed by such consolidation or into which an Issuer or a Restricted Subsidiary is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer or such Restricted Subsidiary under this Indenture with the same effect as if such successor entity had been named as such Issuer or such Restricted Subsidiary herein, and thereafter the predecessor entity shall be relieved of all obligations and covenants under this Indenture and the Notes.

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ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01.Events of Default.

Each of the following will constitute an “Event of Default”:

(1)failure by the Issuers to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

(2)failure by the Issuers to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;

(3)failure by the Issuers to comply with Section 5.01 or in respect of its obligations to make a Change of Control Offer;

(4)failure by the Issuers to comply with any other agreement or covenant in this Indenture and continuance of this failure for 30 days after notice of the failure has been given to the Issuers by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

(5)default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of Starz or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default:

(a)is caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period and any extensions thereof,

(b)results in the acceleration of such Indebtedness prior to its express final maturity, or

(c)results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and

in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $50.0 million or more (and provided that for purposes of this clause (5) only, “Indebtedness” shall include any Hedging Obligations with the “principal amount” of any Hedging Obligations at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Starz or such Restricted Subsidiary would be required to pay if the agreement with respect to such Hedging Obligations terminated at such time);

(6)one or more judgments or orders that exceed $50.0 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against Starz or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

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(7)Starz, Starz Finance or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

(d)makes a general assignment for the benefit of its creditors;

(8)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)is for relief against Starz, Starz Finance or any Significant Subsidiary as debtor in an involuntary case,

(b)appoints a Custodian of Starz, Starz Finance or any Significant Subsidiary or a Custodian for all or substantially all of the assets of Starz, Starz Finance or any Significant Subsidiary, or

(c)orders the liquidation of Starz, Starz Finance or any Significant Subsidiary.

and the order or decree remains unstayed and in effect for 60 days;

(9)any Note Guarantee ceases to be in full force and effect (other than in accordance with the terms of this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture).

SECTION 6.02.Acceleration.

If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to any Issuer or any Guarantor) shall have occurred and be continuing hereunder, the Trustee, by written notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and the Trustee, may declare all amounts owing under the Notes to be due and payable. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, in accordance with the terms of this Indenture, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to any

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Issuer or any Guarantor occurs, all outstanding Notes shall become due and payable without any further action or notice.

The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is in the interest of the Holders.

SECTION 6.03.Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes and this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.  Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Issuers.

SECTION 6.04.Waiver of Past Defaults and Events of Default.

Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding have the right to waive any existing Default or compliance with any provision of this Indenture or the Notes.  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

SECTION 6.05.Control by Majority.

The Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed may result in costs and expenses of the Trustee for which it has no source of payment or recovery or involve it in personal liability; provided that

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the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 6.06.Limitation on Suits.

No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless the Trustee:

(1)has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding;

(2)has been offered indemnity satisfactory to it in its reasonable judgment; and

(3)has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of Section 6.01).

SECTION 6.07.No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of either Issuer or any Guarantor shall have any liability for any obligations of any Issuer under the Notes or this Indenture or of any Guarantor under its Note Guarantee or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.

SECTION 6.08.Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, or premium, if any, and interest of the Note on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

SECTION 6.09.Collection Suit by Trustee.

If an Event of Default in payment of principal, premium or interest specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any Guarantor (or any other obligor on the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate set forth in the Notes.

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SECTION 6.10.Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuers or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings.

SECTION 6.11.Priorities.

If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

FIRST:to the Trustee for amounts due under Section 7.07;

SECOND:to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and

THIRD:to the Issuers or, to the extent the Trustee collects any amount from any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11.  At least 15 days before such record date, the Trustee shall mail to each Holder and the Issuers a notice that states the record date, the payment date and the amount to be paid.

SECTION 6.12.Undertaking for Costs.

In any suit for the enforcement of any right or remedy hereunder or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a

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suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in principal amount of the Notes then outstanding.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01.Duties of Trustee.

(a)If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the same circumstances in the conduct of his or her own affairs.

(b)Except during the continuance of an Event of Default:

(1)the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any provision hereof are required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether they conform on their face to the requirements hereof (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)this clause (c) does not limit the effect of clause (b) of this Section 7.01;

(2)the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms hereof; and

(4)no provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

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(d)Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee.

(e)The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against any loss, liability, expense or fee.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers or any Guarantor.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

(g)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and to the provision of the TIA.

SECTION 7.02.Rights of Trustee.

Subject to Section 7.01:

(1)The Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(2)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 11.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(3)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.

(4)The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct.

(5)The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(6)The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to clause (1) or (2) of Section 6.01 or (ii) any Event of Default of which the Trustee shall have received written notification or otherwise obtained actual knowledge.  In the absence of such notice, the Trustee may conclusively assume there is no Default except as aforesaid.

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(7)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, and may refuse to perform any duty or exercise any such rights or powers, unless it shall have been offered reasonable security or indemnity satisfactory to it against the cost, expenses and liabilities which may be incurred by it in connection with such exercise of its rights or powers.

(8)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuers, to examine the books, records, and premises of the Issuers, personally or by agent or attorney at the sole cost of the investigation. Except with respect to Sections 4.01, 4.02 (subject to paragraph 12 below) and 4.04, the Trustee shall have no duty to inquire as to the performance of the Issuers’ and the Guarantors’ covenants set forth herein.

(9)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(10)The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties hereunder.

(11)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(12)Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as which the Trustee is entitled to rely exclusively on the Officer’s Certificate).

SECTION 7.03.Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with either of the Issuers or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04.Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or any Note Guarantee, it shall not be accountable for the Issuers’ or any Guarantor’s use of the proceeds from the sale of Notes or any

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money paid to the Issuers or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for the use or application of money received by any Paying Agent other than the Trustee. The Trustee shall not be responsible for any statement in the Notes, Note Guarantee, this Indenture or any other document in connection with the sale of the Notes other than its certificate of authentication.

SECTION 7.05.Notice of Defaults.

The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is not opposed to the interest of the Holders.

SECTION 7.06.Reports by Trustee to Holders.

If required by TIA § 313(a), within 60 days after May 15th of any year, commencing May 15, 2013, the Trustee shall mail to each Holder a brief report dated as of such reporting date that complies with TIA § 313(a).  The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c) and TIA § 313(d).

Reports pursuant to this Section 7.06 shall be transmitted by mail:

(1)to all Holders, as the names and addresses of such Holders appear on the Registrar’s books; and

(2)to such Holders as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose.

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange on which the Notes are listed. The Issuers shall promptly notify the Trustee, and in any event within 10 Business Days, when the Notes are listed on any stock exchange and of any delisting thereof.

SECTION 7.07.Compensation and Indemnity.

The Issuers and the Guarantors shall pay to the Trustee and Agents from time to time reasonable compensation for its services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as agreed to from time to time by the Trustee and the Issuers. The Issuers and the Guarantors shall reimburse the Trustee and Agents upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it in connection with its duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

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The Issuers and the Guarantors shall indemnify each of the Trustee and any predecessor Trustee for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Issuers and the Guarantors in writing promptly of any claim asserted against the Trustee or Agent for which it may seek indemnity.  However, the failure by the Trustee or Agent to so notify the Issuers and the Guarantors shall not relieve the Issuers and Guarantors of their obligations hereunder except to the extent the Issuers and the Guarantors are prejudiced thereby.

Notwithstanding the foregoing, the Issuers and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence, bad faith or willful misconduct. To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee except such money or property held in trust to pay principal of and interest on particular Notes. The obligations of the Issuers and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law.

When the Trustee incurs expenses or renders services after an Event of Default specified in clause (7) or (8) of Section 6.01 occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven.

SECTION 7.08.Replacement of Trustee.

The Trustee may resign by so notifying the Issuers and the Guarantors in writing.  The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by notifying the Issuers and the removed Trustee in writing and may appoint a successor Trustee with the Issuers’ written consent, which consent shall not be unreasonably withheld. The Issuers may remove the Trustee at its election if:

(1)the Trustee fails to comply with Section 7.10;

(2)the Trustee is adjudged a bankrupt or an insolvent;

(3)a receiver or other public officer takes charge of the Trustee or its property; or

(4)the Trustee otherwise becomes incapable of acting.

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If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee.  If a Trustee is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Trustee incurred in the administration of the trust or in performing the duties hereunder shall be paid to the Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee shall mail notice of its succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.Successor Trustee by Consolidation, Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another entity, subject to Section 7.10, the successor entity without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10.Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1) and (2) in every respect. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $50,000,000 as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA § 310(b), including the provision in § 310(b)(1).

SECTION 7.11.Preferential Collection of Claims Against Issuers.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311 (b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

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SECTION 7.12.Paying Agents.

The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12:

(A)that it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Issuers or by any obligor on the Notes) in trust for the benefit of Holders or the Trustee;

(B)that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and

(C)that it will give the Trustee written notice within three (3) Business Days of any failure of the Issuers (or by any obligor on the Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Notes when the same shall be due and payable.

ARTICLE EIGHT

AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION

SECTION 8.01.Without Consent of Holders.

The Issuers and the Trustee may amend, waive or supplement this Indenture, the Note Guarantees or the Notes without prior notice to or consent of any Holder:

(1)to provide for the assumption of the Issuers’ or a Guarantor’s obligations to the Holders pursuant to Section 5.01;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)to cure any ambiguity, defect or inconsistency;

(4)to add Note Guarantees with respect to the Notes or to secure the Notes;

(5)to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture) or add a Guarantor;

(6)to qualify or maintain the qualification of this Indenture under the TIA;

(7)to add to the covenants of an Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon an Issuer or a Guarantor with respect to the Notes;

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(8)to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture;

(9)to mortgage, pledge, hypothecate or grant any Lien in favor of the Trustee for the benefit of the Holders as security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee pursuant to this Indenture or otherwise; or

(10)to make any other change that does not materially adversely affect the rights of any Holder hereunder.

The Trustee is hereby authorized to join with the Issuers and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture. The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment.  It is sufficient if such consent approves the substance of the proposed amendment.

SECTION 8.02.With Consent of Holders.

This Indenture or the Notes may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default under, or compliance with any provision of, this Indenture may be waived (other than any continuing Default in the payment of the principal or interest on the Notes) with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding; provided that, without the consent of each Holder affected, no amendment or waiver may:

(1)reduce, or change the maturity of, the principal of any Note;

(2)reduce the rate of, or extend the time for payment of, interest on any Note;

(3)reduce any premium payable upon redemption of the Notes or change the date on, or the circumstances under, which any Notes are subject to redemption (other than provisions relating to the purchase of Notes described in Sections 4.08 and 4.20, except that if a Change of Control has occurred, no amendment or other modification of the obligation of the Issuers to make a Change of Control Offer relating to such Change of Control shall be made without the consent of each Holder of the Notes);

(4)make any Note payable in money or currency other than that stated in the Notes;

(5)modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders;

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(6)reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes;

(7)waive a Default in the payment of principal of or premium or interest on any Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration);

(8)impair the rights of Holders to receive payments of principal of or interest on the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on the Notes;

(9)release all or substantially all of the Guarantors from their obligations under their Note Guarantees, except as permitted by this Indenture; or

(10)make any change in this Section 8.02.

After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuers shall mail to the Holders a notice briefly describing the amendment, supplement or waiver.

Upon the written request of the Issuers, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Issuers and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

SECTION 8.03.Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall comply with the TIA as then in effect.

SECTION 8.04.Revocation and Effect of Consents.

Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Note.  Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or portion of a Note, if the Trustee receives the written notice of revocation before the date the amendment, supplement, waiver or other action becomes effective.

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The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

After an amendment, supplement, waiver or other action becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (10) of Section 8.02.  In that case the amendment, supplement, waiver or other action shall bind each Holder who has consented to it and every subsequent Holder or portion of a Note that evidences the same debt as the consenting Holder’s Note.

SECTION 8.05.Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific written direction of the Issuers) shall request the Holder (in accordance with the specific written direction of the Issuers) to deliver it to the Trustee.  In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the Holder.  Alternatively, if the Issuers or the Trustee so determines, the Issuers in exchange for the Note shall issue, the Guarantors shall endorse, and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 8.06.Trustee To Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying conclusively upon an Officer’s Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 11.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and all conditions precedent required hereunder to such amendment, supplement or waiver have been satisfied.

ARTICLE NINE

DISCHARGE OF INDENTURE; DEFEASANCE SECTION

SECTION 9.01.Discharge of Indenture.

The Issuers may terminate their obligations and the obligations of the Guarantors under the Notes, the Note Guarantees, the Registration Rights Agreement and this Indenture, except the obligations referred to in the last paragraph of this Section 9.01, if

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(1)all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from this trust) have been delivered to the Trustee for cancellation, or

(2)(a)  all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to paragraph 6 of the Notes, and, in any case, the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation,

(b)the Issuers have paid all sums payable by them under this Indenture, and

(c)Starz has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

In addition, Starz must deliver an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ obligations under the Notes, the Note Guarantees, the Registration Rights Agreement and this Indenture except for those surviving obligations specified below.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuers in Sections 7.07, 9.05 and 9.06 shall survive.

SECTION 9.02.Legal Defeasance.

The Issuers may at their option, by Board Resolution, be discharged from their obligations with respect to the Notes and the Guarantors discharged from their obligations under the Note Guarantees on the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and the Note Guarantees with respect thereto and to have satisfied all their other obligations under such Notes, such Note Guarantees and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Issuers acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:

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(a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely from the trust funds described in Section 9.04 and as more fully set forth in such Section, (b) the Issuers’ obligations with respect to the Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.11 and 4.18, (c) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07) and (d) this Article Nine. Subject to compliance with this Article Nine, the Issuers may exercise their option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of their option under Section 9.03 with respect to the Notes.

SECTION 9.03.Covenant Defeasance.

At the option of the Issuers, pursuant to a Board Resolution, (x) the Issuers and the Guarantors shall be released from their respective obligations under Sections 4.02 (except for obligations mandated by the TIA), 4.05 through 4.16, inclusive, 4.20 and clause (3) of the first paragraph of Section 5.01 and (y) clauses (4), (5), (6) and (9) of Section 6.01 shall no longer apply with respect to the Notes on and after the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such specified Section or portion thereof or by reason of any reference in any such specified Section or portion thereof to any other provision herein or in any other document, but the remainder of this Indenture and the Notes shall be unaffected thereby.

SECTION 9.04.Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 9.02 or Section 9.03 to the outstanding Notes:

(1)the Issuers must irrevocably deposit with the Trustee, as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the opinion of a nationally recognized firm of independent public accountants selected by Starz, to pay the principal of and interest on the Notes on the stated date for payment or on the Redemption Date of the principal or installment of principal of or interest on the Notes,

(2)in the case of Legal Defeasance, Starz shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that:

(a)the Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or

(b)since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and will be subject to U.S. federal

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income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

(3)in the case of Covenant Defeasance, Starz shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred,

(4)no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit),

(5)the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute (a) a Default under this Indenture or (b) a default under any other material agreement or instrument to which Starz or any of its Subsidiaries is a party or by which Starz or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit),

(6)Starz shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other of their creditors or with the intent of defeating, hindering, delaying or defrauding any other of their creditors or others, and

(7)Starz shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officer’s Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (2) and/or (3) and (5) of this paragraph have been complied with.

If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the obligations of the Issuers and the obligations of the Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

SECTION 9.05.Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.

All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the

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U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06.Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and each Guarantor’s obligations under this Indenture, the Registration Rights Agreement, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 9.01; provided that if the Issuers or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Issuers or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

SECTION 9.07.Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Issuers, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.04, to the Issuers (or, if such moneys had been deposited by the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 9.08.Moneys Held by Trustee.

Subject to applicable law, any moneys deposited with the Trustee or any Paying Agent or then held by the Issuers or the Guarantors in trust for the payment of the principal of, or premium, if any, or interest on any Note that are not applied but remain unclaimed by the Holder of such Note for two years after the date upon which the principal of, or premium, if any, or interest on such Note shall have respectively become due and payable shall be repaid to the Issuers (or, if appropriate, the Guarantors), or if such moneys are then held by the Issuers or the Guarantors in trust, such moneys shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Issuers and the Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee

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or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Issuers and the Guarantors, either mail to each Holder affected, at the address shown in the register of the Notes maintained by the Registrar pursuant to Section 2.03, or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Issuers.  After payment to the Issuers or the Guarantors or the release of any money held in trust by the Issuers or any Guarantors, as the case may be, Holders entitled to the money must look only to the Issuers and the Guarantors for payment as general creditors unless applicable abandoned property law designates another Person.

ARTICLE TEN

GUARANTEE OF NOTES

SECTION 10.01.Guarantee.

Subject to the provisions of this Article Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the “Note Guarantees”) to each Holder (i) the due and punctual payment of the principal of and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise.  Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note, this Indenture or the Registration Rights Agreement, any failure to enforce the provisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor.

Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee shall not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon.  Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such

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acceleration in respect of the Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.

SECTION 10.02.Execution and Delivery of Guarantee.

To further evidence the Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee, substantially in the form included in Exhibit D hereto, shall be endorsed on each Note authenticated and delivered by the Trustee and such Note Guarantee shall be executed by either manual or facsimile signature of an officer or an officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor’s Note Guarantee of such Note shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantor.

SECTION 10.03.Limitation of Guarantee.

The obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.  Each Guarantor that makes a payment or distribution under a Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

SECTION 10.04.Release of Guarantor.

A Guarantor will be released from its obligations under its Note Guarantee and its obligations under this Indenture:

(1)in the event of dissolution of such Guarantor;

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(2)if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the provisions of this Indenture, upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; or

(3)upon the release or discharge of the guarantee by such Guarantor of the Credit Agreement, except a discharge or release by or as a result of payment under such other guarantee, and in each such case, Starz has delivered to the Trustee an Officer’s Certificate or an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder.

The Trustee shall execute any documents reasonably requested by the Issuers or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

SECTION 10.05.Waiver of Subrogation.

Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuers that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights.  If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture.  Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits.

ARTICLE ELEVEN

MISCELLANEOUS

SECTION 11.01.Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.  If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified.  If any

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provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.02.Notices.

Except for notice or communications to Holders, any notice or communication shall be given in writing and delivered in person, sent by facsimile, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:

If to the Issuers or any Guarantor:

Starz, LLC,

8900 Liberty Circle

Englewood, CO  80112

Attention:  General Counsel

Fax Number: (720) 852-6279

with copies to:

Liberty Media Corporation

12300 Liberty Boulevard

Englewood, CO  80112

Attention: Treasurer

Fax: (220) 875-5915

with, in the case of any notice furnished pursuant to Article Six, a copy to:

Sherman & Howard L.L.C.

633 17th Street, Suite 3000

Denver, Colorado 80202

Attention:  Steve Miller

Fax Number:  (303) 298-0940

If to the Trustee:

U.S. BANK NATIONAL ASSOCIATION

Corporate Trust Service

Two Liberty Place

50 S. 16th Street, Suite 2000

Mail Station:  EX-PA-WBSP

Philadelphia, PA  19102

Attention:  George J. Rayzis

Fax Number:  (215) 761-9412

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Such notices or communications shall be effective when received and shall be sufficiently given if so given within the time prescribed in this Indenture.

The Issuers, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to him by first-class mail, postage prepaid, at his address shown on the register kept by the Registrar.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03.Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 11.04.Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any Guarantor to the Trustee to take any action or refrain from taking any action under this Indenture, Starz or such Guarantor shall furnish to the Trustee:

(1)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 11.05.Statements Required in Certificate and Opinion.

Each certificate and opinion with respect to compliance by or on behalf of the Issuers or any Guarantor with a condition or covenant provided for in this Indenture (other than the Officer’s Certificate required by Sections 3.01 or 4.04) shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture and shall include:

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(1)a statement that the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such Person, it or he or she has made such examination or investigation as is necessary to enable it or him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with; provided, however, that with respect to such matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificate of public officials, and provided, further, that an Opinion of Counsel may have customary qualifications for opinions of the type required.

SECTION 11.06.Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions.

SECTION 11.07.Business Days.

If a payment date is not a Business Day, payment may be made on the next succeeding Business Day, and no interest shall accrue for the intervening period.

SECTION 11.08.Governing Law.

This Indenture, the Notes and the Note Guarantees shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.

SECTION 11.09.Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 11.10.Force Majeure.

In no event shall the Trustee, Paying Agent, Registrar or Transfer Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or

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military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

SECTION 11.11.No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Issuers or any Subsidiary.  No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

SECTION 11.12.No Recourse Against Others.

No recourse for the payment of the principal of or premium, if any, or interest, on any of the Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of any Issuer or any Guarantor in this Indenture or in any supplemental indenture, or in any of the Notes, or because of the creation of any Indebtedness represented thereby, shall be had against any member, manager, stockholder, officer, director or employee, as such, past, present or future, of any Issuer or of any successor corporation or against the property or assets of any such member, manager, stockholder, officer, employee or director, either directly or through any Issuer or any Guarantor, or any successor corporation thereof, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Notes are solely obligations of the Issuers and the Guarantors, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any member, manager, stockholder, officer, employee or director of any Issuer or any Guarantor, or any successor corporation thereof, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or the Notes or implied there from, and that any and all such personal liability of, and any and all claims against every member, manager, stockholder, officer, employee and director, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Notes.  It is understood that this limitation on recourse is made expressly for the benefit of any such shareholder, employee, officer or director and may be enforced by any of them.

SECTION 11.13.Successors.

All agreements of the Issuers and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind its successor.

SECTION 11.14.Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture.  Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

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SECTION 11.15.Table of Contents, Headings, etc.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 11.16.Separability.

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.17.USA Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee and Agents, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this agreement agree that they shall provide the Trustee and the Agents with such information as they may request in order to satisfy the requirements of the USA Patriot Act.

The Issuers have agreed to qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and to pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Trustee and the Holders) incurred in connection therewith to the extent set forth in the Registration Rights Agreement, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers any such Officer’s Certificate, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

STARZ, LLC
By	/s/ Scott D. Macdonald
	Name:	Scott D. Macdonald
	Title:	Chief Financial Officer, Executive Vice President & Treasurer
STARZ FINANCE CORP.
By:	/s/ Scott D. Macdonald
	Name:	Scott D. Macdonald
	Title:	Chief Financial Officer, Executive Vice President & Treasurer
Guarantor:
STARZ ENTERTAINMENT, LLC
By	/s/ Scott D. Macdonald
	Name:	Scott D. Macdonald
	Title:	Chief Financial Officer, Executive Vice President & Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By	/s/ George Rayzis
	Name:	George Rayzis
	Title:	Vice President

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EXHIBIT A

FORM OF GLOBAL INITIAL NOTE

STARZ, LLC

STARZ FINANCE CORP.

5.00% SENIOR NOTE DUE 2019

CUSIP No. $

STARZ, LLC, a Delaware limited liability company, and STARZ FINANCE CORP., a Delaware corporation, as joint and several obligors, for value received, promise to pay to CEDE & CO. or registered assigns the principal sum of [        ] dollars on September 15, 2019.

Interest Payment Dates: March 15 and September 15.

Record Dates: March 1 and September 1.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

A-1

IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by their duly authorized officers.

	STARZ, LLC
	By:
		Name:
		Title:
	STARZ FINANCE CORP.
	By:
		Name:
		Title:
Dated:

Certificate of Authentication

This is one of the 5.00% Senior Notes due 2019 referred to in the within-mentioned Indenture.

	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
Dated:

A-2

[FORM OF REVERSE OF GLOBAL INITIAL NOTE]

STARZ, LLC

STARZ FINANCE CORP.

5.00% SENIOR NOTE DUE 2019

1.Interest.  STARZ, LLC, a Delaware limited liability company, and STARZ FINANCE CORP. (collectively, the “Issuers”), jointly and severally promise to pay, until the principal hereof is paid or made available for payment, interest (including Additional Interest, if any) on the principal amount set forth on the face hereof at a rate of 5.00% per annum.  Interest hereon shall accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including September 13, 2012 to but excluding the date on which interest is paid.  Interest shall be payable in arrears on each March 15 and September 15 commencing on March 15, 2013.  Interest (including Additional Interest) shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuers shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.

In addition to the rights provided to Holders of the Notes under the Indenture, Holders of Registrable Notes (as defined in the Registration Rights Agreement) shall have all rights set forth in the Registration Rights Agreement, dated as of September 13, 2012, among the Issuers, the Guarantors named therein and the other parties named on the signature pages thereto (the “Registration Rights Agreement”), including the right to receive Additional Interest pursuant to the Registration Rights Agreement in certain circumstances.  If applicable, Additional Interest payable pursuant to the Registration Rights Agreement shall be paid to the same Persons, in the same manner and at the same times as regular interest.

[Until this Temporary Regulation S Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest (including Additional Interest, if any) hereon; until so exchanged in full, this Temporary Regulation S Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.]

2.Method of Payment.  The Issuers shall pay interest hereon (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders at the close of business on March 1 or September 1 next preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments.  The Issuers (through the Paying Agent) shall pay principal and interest (including Additional Interest, if any) in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  If the Holder has given wire transfer instructions to the Issuers at least ten Business Days prior to the payment date, the Issuers shall make all payments on this Note by wire transfer of immediately available funds to the account specified in those instructions.  Otherwise, payments on this Note shall be made at

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the office or agency of the Payment Agent unless the Issuers elect to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

3.Paying Agent and Registrar.  Initially, U.S. Bank National Association, a national banking association (the “Trustee”), will act as a Paying Agent and Registrar.  The Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice.  Any Issuer or any of its Affiliates may act as Paying Agent or Registrar.

4.Indenture.  The Issuers issued the Notes under an Indenture dated as of September 13, 2012 (the “Indenture”) among the Issuers, the Guarantors (as defined in the Indenture) and the Trustee.  This is one of an issue of Notes of the Issuers issued, or to be issued, under the Indenture.  The Notes include (i) $500,000,000 aggregate principal amount of the Issuers’ 5.00% Senior Notes due 2019 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 13, 2012 (the “Additional Notes”) and (iii) if and when issued, the Issuers’ 5.00% Senior Notes due 2019 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”).  The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time.  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them.  Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

5.Mandatory Redemption.  Except as set forth in paragraph 8 below, the Issuers shall not be required to make mandatory redemption payments with respect to the Notes.

6.Optional Redemption. (a) At any time or from time to time on or after September 15, 2015, the Issuers, at their option, may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed to the registered address of each Holder to be so redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest, if any, to the Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on September 15, 2015 of the years indicated below:

Year	Redemption Price
2015	102.50	%
2016	101.25	%
2017 and thereafter	100.00	%

(b)Before September 15, 2015, the Issuers may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to:

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(i)100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), plus

(ii)the Make Whole Amount.

(c)At any time or from time to time prior to September 15, 2015, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 105.00% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering.

(d)In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part. The Notes shall be redeemable in whole or in part upon not less than 30 nor more than 60 days’ prior written notice, mailed by first class mail to a Holder’s last address as it shall appear on the register maintained by the Registrar of the Notes.  On and after any Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption unless the Issuers shall fail to redeem any such Note.

7.Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at his registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of the Indenture. On and after the Redemption Date, unless the Issuers default in making the redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption.

8.Offers To Purchase.  The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Issuers shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

9.Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000.  A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Notes or a portion of a Note selected for redemption for a period of 15 days before a mailing of notice of redemption.

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[This Temporary Regulation S Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the expiration of the Restricted Period and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article Two of the Indenture. Upon exchange of this Temporary Regulation S Global Note for one or more Global Notes, the Trustee shall cancel this Temporary Regulation S Global Note.]

10.Persons Deemed Owners.  The registered Holder of this Note may be treated as the owner of this Note for all purposes.

11.Unclaimed Money.  If money for the payment of principal or interest or Additional Interest, if any, remains unclaimed for two years, the Trustee shall pay the money back to the Issuers at their written request. After that, Holders entitled to the money must look to the Issuers for payment as general creditors unless an “abandoned property” law designates another Person.

12.Amendment, Supplement, Waiver, Etc.  The Issuers, the Guarantors and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and making any change that does not materially and adversely affect the rights of any Holder.  Other amendments and modifications of the Indenture or the Notes may be made by the Issuers, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected.

13.Successor Corporation.  When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation shall, except as provided in Article Five, be released from those obligations.

14.Defaults and Remedies.  Events of Default are set forth in the Indenture.  Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to any Issuer or any Guarantor) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, by written notice to the Trustee and the Issuers, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all principal of and accrued interest on all Notes to be immediately due and payable and such amounts shall become immediately due and payable.  If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs with respect to any Issuer or any Guarantor, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in

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payment of principal, premium, if any, or interest on the Notes or a default in the observance or performance of any of the obligations of the Issuers under Article Five of the Indenture) if it determines that withholding notice is in their best interests.

15.Trustee Dealings with Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not Trustee.

16.Discharge.  The Issuers’ obligations pursuant to the Indenture shall be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of United States dollars or U.S. Government Obligations sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

17.Guarantees. his Note shall be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders, and for events causing release of the Guarantors from the Note Guarantees.

18.Authentication.  This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

19.Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.  The Trustee, the Issuers, the Guarantor and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

20.Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

21.CUSIP/ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to:

Starz, LLC,

8900 Liberty Circle

Englewood, CO  80112

Attention:  General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint               agent to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by an Issuer or any Affiliate of an Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o	to the Issuers; or
(2)	o	pursuant to an effective registration statement under the Securities Act of 1933; or
(3)	o	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(4)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or

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(5)	o	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or
(6)	o	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

	Signature
Signature Guarantee:
Signature must be guaranteed	Signature

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:

Notice: To be executed by an executive officer

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, check the appropriate box:

o Section 4.08 o Section 4.20

If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, state the amount you elect to have purchased:

$                                                                 

($2,000 or any integral multiple of $1,000)

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature Guaranteed

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of decrease in
Principal amount of this
Global Note Amount of increase in
Principal amount of this
Global Note Principal amount of this
Global Note following
such decrease or increase Signature of authorized
officer of Trustee or
Notes Custodian

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FORM OF TRANSFEREE LETTER OF REPRESENTATION

Starz, LLC

8900 Liberty Circle

Englewood, CO  80112

U.S. Bank, National Association

Corporate Trust Services

Two Liberty Place

50 S. 16th Street, Suite 2000

Mail Station:  EX-PA-WBSP

Philadelphia, PA  19102

Attention:  Corporate Trust Administration — Global Finance Unit

Ladies and Gentlemen:

This certificate is delivered to request a transfer of US$             principal amount of the 5.00% Senior Notes due 2019 (the “Notes”) of Starz, LLC, a Delaware limited liability company, and Starz Finance Corp., a Delaware corporation (collectively, the “Issuers”), all as described in the confidential offering memorandum (the “offering memorandum”) relating to the offering.

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

1.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor” at least US$250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2.We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any investor account for which we

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purchasing Notes, to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which an Issuer or any affiliate of an Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuers, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”) to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is purchasing for its own account or the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirements of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in form of this letter to the Issuers and the trustee which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and that the transferee is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act.

	(Name of Transferee)
	By:
		Name:
		Title:
	Address:
Date:

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EXHIBIT B

FORM OF GLOBAL EXCHANGE NOTE

STARZ, LLC

STARZ FINANCE CORP.

5.00% SENIOR NOTE DUE 2019

CUSIP No. $

STARZ, LLC, a Delaware limited liability company, and STARZ FINANCE CORP., a Delaware corporation, as joint and several obligors, for value received, promise to pay to CEDE & CO. or registered assigns the principal sum of [        ] dollars on September 15, 2019.

Interest Payment Dates: March 15 and September 15.

Record Dates: March 1 and September 1.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by their duly authorized officers.

	STARZ, LLC
	By:
		Name:
		Title:
	STARZ FINANCE CORP.
	By:
		Name:
		Title:
Dated:

Certificate of Authentication

This is one of the 5.00% Senior Notes due 2019 referred to in the within-mentioned Indenture.

	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
Dated:

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[FORM OF REVERSE OF GLOBAL EXCHANGE NOTE]

STARZ, LLC

STARZ FINANCE CORP.

5.00% SENIOR NOTE DUE 2019

1.Interest.  STARZ, LLC, a Delaware limited liability company, and STARZ FINANCE CORP. (collectively, the “Issuers”), jointly and severally promise to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 5.00% per annum.  Interest hereon shall accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including September 13, 2012 to but excluding the date on which interest is paid.  Interest shall be payable in arrears on each March 15 and September 15 commencing on March 15, 2013.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.  The Issuers shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.

2.Method of Payment.  The Issuers shall pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on March 1 or September 1 next preceding the interest payment date (whether or not a Business Day).  Holders must surrender Notes to a Paying Agent to collect principal payments.  The Issuers (through the Paying Agent) shall pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  If the Holder has given wire transfer instructions to the Issuers at least ten Business Days prior to the payment date, the Issuers will make all payments on this Note by wire transfer of immediately available funds to the account specified in those instructions.  Otherwise, payments on this Note shall be made at the office or agency of the Payment Agent unless the Issuers elect to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

3.Paying Agent and Registrar.  Initially, U.S. Bank National Association, a national banking association (the “Trustee”), shall act as a Paying Agent and Registrar.  The Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice.  Any Issuer or any of its Affiliates may act as Paying Agent or Registrar.

4.Indenture.  The Issuers issued the Notes under an Indenture dated as of September 13, 2012 (the “Indenture”) among the Issuers, the Guarantors (as defined in the Indenture) and the Trustee.  This is one of the Exchange Notes referred to in the Indenture.  The Notes include (i) $500,000,000 aggregate principal amount of the Issuers’ 5.00% Senior Notes due 2019 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 13, 2012 (the “Additional Notes”).  The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time.  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them.

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Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

5.Mandatory Redemption.  Except as set forth in paragraph 8 below, the Issuers shall not be required to make mandatory redemption payments with respect to the Notes.

6.Optional Redemption.  (a) At any time or from time to time on or after September 15, 2015, the Issuers, at their option, may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed to the registered address of each Holder to be so redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest, if any, to the Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on September 15, 2015 of the years indicated below:

Year	Redemption Price
2015	102.50	%
2016	101.25	%
2017 and thereafter	100.00	%

(b)Before September 15, 2015, the Issuers may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to:

(i)100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), plus

(ii)the Make Whole Amount.

(c)At any time or from time to time prior to September 15, 2015, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 105.00% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering.

(d)In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part.  The Notes shall be redeemable in whole or in part

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upon not less than 30 nor more than 60 days’ prior written notice, mailed by first class mail to a Holder’s last address as it shall appear on the register maintained by the Registrar of the Notes.  On and after any Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption unless the Issuers shall fail to redeem any such Note.

7.Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at his registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and discharge of the Indenture. On and after the Redemption Date, unless the Issuers default in making the redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption.

8.Offers To Purchase.  The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Issuers shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

9.Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange of any Notes or a portion of a Note selected for redemption for a period of 15 days before a mailing of notice of redemption.

10.Persons Deemed Owners.  The registered Holder of this Note may be treated as the owner of this Note for all purposes.

11.Unclaimed Money.  If money for the payment of principal or interest remains unclaimed for two years, the Trustee shall pay the money back to the Issuers at their written request.  After that, Holders entitled to the money must look to the Issuers for payment as general creditors unless an “abandoned property” law designates another Person.

12.Amendment, Supplement, Waiver, Etc.  The Issuers, the Guarantors and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and making any change that does not materially and adversely affect the rights of any Holder.  Other amendments and modifications of the Indenture or the Notes may be made by the Issuers, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected.

13.Successor Corporation.  When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies

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with the terms of Article Five of the Indenture, the predecessor corporation shall, except as provided in Article Five, be released from those obligations.

14.Defaults and Remedies.  Events of Default are set forth in the Indenture.  Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to any Issuer or any Guarantor) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, by written notice to the Trustee and the Issuers, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all principal of and accrued interest on all Notes to be immediately due and payable and such amounts shall become immediately due and payable.  If an Event of Default specified in clause (7) or (8) of Section 6.01 occurs with respect to any Issuer or any Guarantor, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Notes or a default in the observance or performance of any of the obligations of the Issuers under Article Five of the Indenture) if it determines that withholding notice is in their best interests.

15.Trustee Dealings with Issuers.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not Trustee.

16.Discharge.  The Issuers’ obligations pursuant to the Indenture shall be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of United States dollars or U.S. Government Obligations sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

17.Guarantees.  This Note shall be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders, and for events causing release of the Guarantors from the Note Guarantees.

18.Authentication.  This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

19.Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.  The Trustee, the Issuers, the Guarantor and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

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20.Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

21.CUSIP/ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to:

Starz, LLC,

8900 Liberty Circle

Englewood, CO  80112

Attention:  General Counsel

B-19

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                                      agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:   Your Signature:

Sign exactly as your name appears on the other side of this Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by an Issuer or any Affiliate of an Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o	to the Issuers; or
(2)	o	pursuant to an effective registration statement under the Securities Act of 1933; or
(3)	o	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(4)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or

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(5)	o	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or
(6)	o	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

	Signature
Signature Guarantee:
Signature must be guaranteed	Signature

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	Notice:  To be executed by an executive officer

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, check the appropriate box:

o Section 4.08 o Section 4.20

If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, state the amount you elect to have purchased:

$                                   

($2,000 or any integral multiple of $1,000)

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guaranteed

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of decrease in
Principal amount of this
Global Note Amount of increase in
Principal amount of this
Global Note Principal amount of this
Global Note following
such decrease or increase Signature of authorized
officer of Trustee or
Notes Custodian

B-24

FORM OF TRANSFEREE LETTER OF REPRESENTATION

Starz, LLC

8900 Liberty Circle

Englewood, CO  80112

U.S. Bank, National Association

Corporate Trust Services

Two Liberty Place

50 S. 16th Street, Suite 2000

Mail Station:  EX-PA-WBSP

Philadelphia, PA  19102

Attention:  Corporate Trust Administration — Global Finance Unit

Ladies and Gentlemen:

This certificate is delivered to request a transfer of US$             principal amount of the 5.00% Senior Notes due 2019 (the “Notes”) of Starz, LLC, a Delaware limited liability company, and Starz Finance Corp., a Delaware corporation (collectively, the “Issuers”), all as described in the confidential offering memorandum (the “offering memorandum”) relating to the offering.

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

1.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor” at least US$250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act.  We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business.  We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2.We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following

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sentence. We agree, on our own behalf and on behalf of any investor account for which we purchasing Notes, to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which an Issuer or any affiliate of an Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuers, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”) to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is purchasing for its own account or the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirements of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws.  The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in form of this letter to the Issuers and the trustee which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and that the transferee is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act.

	(Name of Transferee)
	By:
		Name:
		Title:
	Address:
Date:

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EXHIBIT C

FORM OF LEGENDS

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

[Restricted Notes Legend for Notes Offered

Otherwise than in Reliance on Regulation S]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUERS, (II) WITHIN THE UNITED

C-1

STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF NOTES OF US$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

[Restricted Notes Legend for Notes Offered in Reliance on Regulation S.]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.  TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

[Temporary Regulation S Global Note Legend]

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED

C-2

OR TRANSFERRED (I) TO THE ISSUERS, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF NOTES OF US$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A

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WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).

[Definitive Notes Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

C-4

EXHIBIT D

NOTATION OF GUARANTEE

Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of September 13, 2012 by and among Starz, LLC and Starz Finance Corp., as issuers, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee.  Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

[Signatures on Following Pages]

D-1

IN WITNESS WHEREOF, each of the Guarantors has caused this Notation of Guarantee to be signed by a duly authorized officer.

STARZ ENTERTAINMENT, LLC
By:
	Name:
	Title:

D-2

EX-4.2

Exhibit 4.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

Dated as of September 13, 2012

by and among

STARZ, LLC

STARZ FINANCE CORP.,

as Issuers

STARZ ENTERTAINMENT, LLC,

as the Guarantor

and

SUNTRUST ROBINSON HUMPHREY, INC.

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 13, 2012, by and among Starz, LLC, a Delaware limited liability company (the “Company”), Starz Finance Corp., a Delaware corporation (the “Finance Corp” and, together with the Company, the “Issuers”), Starz Entertainment, LLC, a Colorado limited liability company (the “Guarantor”) and SunTrust Robinson Humphrey, Inc., as representative (the “Representative”) of the several initial purchasers named in Schedule I attached to the Purchase Agreement (as defined below) (each such initial purchaser, an “Initial Purchaser” and, together, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ $500,000,000 Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated September 6, 2012 (the “Purchase Agreement”), by and among the Issuers, the Guarantor and the Representative.  In order to induce the Initial Purchasers to purchase the Initial Notes, the Issuers and the Guarantor have agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(n) of the Purchase Agreement.  Unless indicated otherwise, capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of September 13, 2012, among the Issuers, the Guarantor and U.S. Bank National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).

The parties hereby agree as follows:

1.DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act:  The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Affiliate:  As defined in Rule 144 of the Act.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

Closing Date:  The date hereof.

Commission:  The Securities and Exchange Commission.

Consummate:  An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and

the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (c) the delivery by the Issuers to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.

Consummation Deadline:  As defined in Section 3(b) hereof.

Effectiveness Target Date:  As defined in Section 5 hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Exchange Notes: The Issuers’ 5.00% Senior Notes due 2019 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

Exchange Offer:  The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn by such Holders in connection with such exchange and issuance.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Free Writing Prospectus:  Each offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, prepared by or on behalf of the Issuers or used or referred to by the Issuers in connection with the sale of the Initial Notes or the Exchange Notes.

Holders:  As defined in Section 2 hereof.

Interest Payment Date:  As defined in the Initial Notes and Exchange Notes.

Prospectus:  The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Recommencement Date:  As defined in Section 6(d) hereof.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Issuers and the Guarantor relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

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Rule 144:  Rule 144 promulgated under the Act.

Shelf Effectiveness Deadline:  As defined in Section 4(a) hereof.

Shelf Filing Deadline:  As defined in Section 4(a) hereof.

Shelf Registration Statement:  As defined in Section 4 hereof.

Special Interest:  As defined in Section 5 hereof.

Suspension Notice:  As defined in Section 6(d) hereof.

TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

Transfer Restricted Securities:  Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement or (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes).

2.HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

3.REGISTERED EXCHANGE OFFER

(a)No later than 365 days after the Closing Date, the Issuers and the Guarantor shall (i) use all commercially reasonable efforts to file and cause the Exchange Offer Registration Statement to be declared effective by the Commission, (ii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iii) unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer.  The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own

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account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Issuers or any of their Affiliates) as contemplated by Section 3(c) below.

(b)The Issuers and the Guarantor shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days.  The Issuers and the Guarantor shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.  The Issuers and the Guarantor shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 365 days after the Closing Date (such date, being the “Consummation Deadline”).

(c)The Issuers shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement that contains the information included in Annex A attached hereto and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Issuers or any Affiliate of the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer.  Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement.  See the Shearman & Sterling no-action letter (available July 2, 1993).

Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Issuers and the Guarantor shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Issuers and the Guarantor agree to use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuers and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after such request, at any time during such period.

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4.SHELF REGISTRATION

(a)Shelf Registration.  If (i) the Issuers and the Guarantor are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the Issuers and the Guarantor have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder notifies the Issuers prior to the 20th Business Day following Consummation of the Exchange Offer that (A) such Holder is prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Issuers or any of their Affiliates, then the Issuers and the Guarantor shall:

(x) use all commercially reasonable efforts on or prior to 30 days after the earlier of (i) the date as of which the Issuers determine that the Exchange Offer Registration Statement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the date on which the Issuers receive the notice specified in clause (a)(ii) above (30) days after such earlier date, the “Shelf Filing Deadline”), to file a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), covering the resale of all Transfer Restricted Securities, and

(y) use all commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Shelf Filing Deadline for the Shelf Registration Statement (such 90th day the “Shelf Effectiveness Deadline”).

If, after the Issuers and the Guarantor have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Issuers and the Guarantor are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Issuers and the Guarantor shall remain obligated to meet the Shelf Effectiveness Deadline set forth in clause (y).

To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers and the Guarantor shall use all commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i) or 6(d)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf

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Registration Statement have been sold pursuant thereto or are no longer Transfer Restricted Securities.

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 15 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act, or other information reasonably requested by the Issuers and required by Regulation S-K of the Act, for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  No Holder shall be entitled to Special Interest pursuant to Section 5 hereof unless and until (and from and after such time) such Holder shall have provided all such information.  Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading and shall promptly supply such other information as the Issuers may from time to time reasonably request.

5.SPECIAL INTEREST

If (i) any Registration Statement required by this Agreement has not been filed with the Commission on or prior to the date specified for such filling in this Agreement, (ii) any such Registration Statement has been filed but not declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within the period required by this Agreement after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement unless the Issuers have filed a Shelf Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during any period in which such Registration Statement is required to remain effectiveness or be usable pursuant to this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that is itself immediately declared effective and that cures such failure (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers and the Guarantor hereby jointly and severally agree to pay to each Holder affected thereby special interest (“Special Interest”) at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities held by such Holder for the first 90 days from and including such specified date, and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter, until all Registration Defaults have been cured; provided that Special Interest in the aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities.  Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Special Interest

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payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii), or (iv), as applicable, shall cease.

All accrued Special Interest shall be paid by the Issuers and the Guarantor (or the Issuers and the Guarantor will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes.  Notwithstanding the fact that any securities for which Special Interest are due cease to be Transfer Restricted Securities, all obligations of the Issuers and the Guarantor to pay Special Interest with respect to securities that accrued prior to the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full, but the interest rate borne by such securities will be reduced to the original interest rate borne by the Initial Notes at the time such securities cease to be a Transfer Restricted Securities.

6.REGISTRATION PROCEDURES

(a)Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Issuers and the Guarantor shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Issuers or any of their Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:

(i)If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers and the Guarantor hereby agree either to (x) seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantor to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy.  In the case of clause (x) above, the Issuers and the Guarantor hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take action not commercially reasonable to affect a change of Commission policy.  In connection with the foregoing, the Issuers and the Guarantor hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted, and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

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(ii)As a condition to its participation in the Exchange Offer, each Holder (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Issuers, prior to the Consummation of the Exchange Offer, a written representation to the Issuers and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary course of business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes.  As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from the Issuers or an Affiliate of either of the Issuers, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.

(iii)Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantor shall provide a supplemental letter to the Commission (A) stating that the Issuers and the Guarantor are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers and the Guarantor have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of each Issuer’s and the Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

(b)Shelf Registration Statement.  In connection with the Shelf Registration Statement, the Issuers and the Guarantor shall:

(i)comply with all the provisions of Section 6(c) below and use all commercially reasonable efforts to effect such registration to permit the sale of the Transfer

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Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 4(b) hereof), and pursuant thereto the Issuers and the Guarantor will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and

(ii)issue to any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, upon the request of any such Holder or purchaser, registered Initial Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes in the names as such Holder or purchaser shall designate.

(c)General Provisions.  In connection with any Registration Statement and any related Prospectus required by this Agreement, the Issuers and the Guarantor shall:

(i)use all commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable.  Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers and the Guarantor shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use all commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable;

(ii)prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold or are no longer Transfer Restricted Securities; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A, and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)advise (a) each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement), and (b) each Holder who has provided notice to the Issuers promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any

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request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the happening of any event that requires the Issuers to make changes in the Registration Statement or the Prospectus in order that the Registration Statement or the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein do not contain an untrue statement of material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuers and the Guarantor shall use all commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)subject to Section 6(d), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v)furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the reasonable review and comment of such Holders in connection with such sale, if any, for a period of at least three Business Days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within three Business Days after the receipt thereof.  A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;

(vi)promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus in connection with such exchange, registration or sale, if any, provide copies of such document to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf

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Registration Statement) in connection with such exchange, registration or sale, if any, make the Issuers’ and the Guarantor’s representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request;

(vii)make available, at reasonable times, for inspection by each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) and any attorney or accountant retained by such Holders, all financial and other records and pertinent corporate documents of the Issuers and the Guarantor reasonably requested and cause the Issuers’ and the Guarantor’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness as is customary for similar due diligence examinations; provided that any Holder or representative thereof requesting or receiving such information shall agree to be bound by reasonable confidentiality agreements and procedures with respect thereto;

(viii)if requested by any Holders whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities and the use of the Registration Statement or Prospectus for market making activities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuers are notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(ix)furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x)deliver to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement) without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holders reasonably may request; the Issuers and the Guarantor hereby consent to the use (in accordance with law and subject to Section 6(d) hereof) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to

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any Registration Statement contemplated by this Agreement, all to such extent as may be customarily and reasonably requested by the Initial Purchasers or, in the case of registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, by any Holder or Holders of Transfer Restricted Securities who hold at least 50% in aggregate principal amount of such class of Transfer Restricted Securities; provided, that, the Issuers and the Guarantor shall not be required to enter into any such agreement more than once with respect to all of the Transfer Restricted Securities and, in the case of a Shelf Registration Statement, may delay entering into such agreement if the Board of Directors of each Issuer determines in good faith that it is in the best interests of the Issuers and the Guarantor not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Issuers and the Guarantor. In such connection, the Issuers and the Guarantor shall:

(a)upon the request of any Holder, furnish (or in the case of paragraphs (ii) and (iii), use its commercially reasonable efforts to cause to be furnished) to each such Holder (in the case of the Shelf Registration Statement) and any underwriter, upon Consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as the case may be:

(i)a certificate, dated such date, signed on behalf of each Issuer and the Guarantor by (x) the Chief Executive Officer or any Vice President, and (y) a principal financial or accounting officer of such Issuer and the Guarantor, confirming, as of the date thereof, such matters as such Holders may reasonably request;

(ii)an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuers and the Guarantor in customary form and covering such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Issuers and the Guarantor and representatives of the independent public accountants for the Issuers and the Guarantor and representatives of the underwriters, if any, and their counsel at which the contents of the Registration Statement and related matters were discussed and, although such counsel need not pass upon or assume responsibility for the accuracy, completeness or fairness of such statements (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Issuers and the Guarantor and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, schedules or other financial data included in any Registration Statement

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contemplated by this Agreement or the related Prospectus and need express no view as to the accounting or financial records from which such financial statements, schedules and data are derived; and

(iii)a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 7(e) of the Purchase Agreement; and

(b)deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (a) above and with any customary conditions contained in any agreement entered into by the Issuers and the Guarantor pursuant to this clause (xi);

(xii)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that the Issuers and the Guarantor shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

(xiii)in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities;

(xiv)use all commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xii) above;

(xv)provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company;

(xvi)otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security

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holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act);

(xvii)cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, co- operate with the Trustee and the Holders to effect such changes to the Indenture as may be re- quired for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

(xviii)provide promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.

(d)Restrictions on Holders.  Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”).  Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Issuers with more recently dated Prospectuses, or (ii) deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice.  The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date.

7.REGISTRATION EXPENSES

(a)All expenses incident to the Issuers’ and the Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers and the Guarantor and one counsel for all of the Holders of Transfer Restricted Securities selected by the

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Holders of a majority in principal amount of Transfer Restricted Securities being registered; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantor (including the expenses of any special audit and comfort letters required by or incident to such performance); provided, however, that in no event shall the Issuers or the Guarantor be responsible for any underwriting discounts, commissions or fees attributable to the sale or other disposition of Transfer Restricted Securities.

The Issuers will, in any event, bear their and the Guarantor’s internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantor.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantor will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared, if any.

8.INDEMNIFICATION

(a)The Issuers and the Guarantor agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities or judgments, (including without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus, Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission (A) that is based upon information relating to any of the Holders furnished in writing to the Issuers by or on behalf of any of the Holders or (B) that is included in a Registration Statement or Prospectus (or any amendment or supplement thereto), or document incorporated by reference therein, which is used, relied upon or disseminated by any Holder or any underwriter for such Holder following the delivery of a notice by the Issuers to such Holder or any such underwriter pursuant to Section 6(c)(iii)(B), (C) or (D).  This indemnity

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agreement shall be in addition to any liability which any of the Issuers or the Guarantor may otherwise have.

(b)Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers and the Guarantor, and their respective directors and officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Issuers, or the Guarantor to the same extent as the foregoing indemnity from the Issuers and the Guarantor set forth in section (a) above, but only with reference to (A) information relating to such Holder furnished in writing to the Issuers by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus (or any amendment or supplement thereto), or (B) the use, reliance or dissemination by such Holder or any underwriter for such Holder of a Registration Statement or Prospectus (or any amendment or supplement thereto), or any document incorporated by reference therein, which was the subject of a notice delivered by the Issuers to such Holder or any such underwriter pursuant to Section 6(c)(iii)(B), (C) or (D).

(c)In case any action shall be commenced involving any Person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder).  Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party has failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party, or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party has been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party).  In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred.  Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Issuers and the Guarantor, in the case of parties indemnified pursuant to Section 8(b).  The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action effected with (i) its written consent, or (ii) effected without its written consent if the settlement is entered into more than 20 Business Days after the indemnifying party received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in

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any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party has failed to comply with such reimbursement request.  No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d)To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantor, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities, or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Issuers and the Guarantor, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations.  The relative fault of the Issuers and the Guarantor, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Issuer or the Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Issuers, the Guarantor and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments.  Notwithstanding the provisions of this Section 8, in no event shall a Holder, its directors, its officers or any Person, if any, who controls such Holder be required to contribute, in the aggregate, any amount in excess of the amount by which the total price at which the Transfer

17

Restricted Securities sold by such Holder exceeds the amount of any damages that such Holder has other- wise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint.

9.RULE 144A AND RULE 144

Each Issuer and the Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which such Issuer or the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Act.

10.MISCELLANEOUS

(a)Remedies.  The Issuers and the Guarantor acknowledge and agree that any failure by the Issuers and/or the Guarantor to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers’ and the Guarantor’s obligations under Sections 3 and 4 hereof.  The Issuers and the Guarantor further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)Free Writing Prospectus.  Each Issuer represents, warrants and covenants that it (including their agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) in connection with the issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication pursuant to Rule 134, Rule 135 or Rule 135c under the Securities Act, (ii) any document constituting an offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Securities Act, or (iii) a prospectus satisfying the requirements of section 10(a) of the Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities Act.

(c)No Inconsistent Agreements.  Each Issuer and the Guarantor will not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Each Issuer and the Guarantor have not previously entered into, nor is currently a party to, any agreement granting any registration rights with respect to its securities to

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any Person that would require such securities to be included in any Registration Statement filed hereunder.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ and the Guarantor’s securities under any agreement in effect on the date hereof.

(d)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Issuers have obtained the written consent of Holders of all outstanding Transfer Restricted Securities, and (ii) in the case of all other provisions hereof, the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Issuers or their Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

(e)Additional Guarantors.  The Company shall cause any of its Restricted Subsidiaries (as defined in the Indenture) that become, prior to the consummation of the Exchange Offer, a Guarantor in accordance with the terms and provisions of the Indenture to become a party to this Agreement as a Guarantor.

(f)Third Party Beneficiary.  The Holders shall be third party beneficiaries to the agreements made hereunder between the Issuers and the Guarantor, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(g)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)if to the Issuers or the Guarantor:

Starz, LLC

8900 Liberty Circle

Englewood, CO 80112

Attention:  General Counsel

With a copy to:

Sherman & Howard L.L.C.

633 Seventeenth Street, Suite 3000

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Denver, CO 80202

Attention:  Steven D. Miller

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(h)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

(i)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(j)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(k)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(l)Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(m)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted

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Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(Signature Page Follows.)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

STARZ,LLC
By:	/s/ Scott D. Macdonald
Name:	Scott D. Macdonald
Title:	Chief Financial Officer, Executive Vice
	President & Treasurer
STARZ FINANCE CORP.
By:	/s/ Scott D. Macdonald
Name:	Scott D. Macdonald
Title:	Chief Financial Officer, Executive Vice
	President & Treasurer
STARZ ENTERTAINMENT, LLC
By:	/s/ Scott D. Macdonald
Name:	Scott D. Macdonald
Title:	Chief Financial Officer, Executive Vice
	President & Treasurer
SUNTRUST ROBINSON HUMPHREY, INC.
	Acting severally on behalf of themselves
	and the several Initial Purchasers named
	in Schedule I hereto
By: SUNTRUST ROBINSON HUMPHREY INC.
By:	/s/ Christopher L. Wood
Name:		Christopher L. Wood
Title:		Managing Director

EX-5.1

Exhibit 5.1

Sherman & Howard L.L.C.	ATTORNEYS & COUNSELORS AT LAW
	633 SEVENTEENTH STREET, SUITE 3000
	DENVER, COLORADO 80202
	TELEPHONE: (303) 297-2900
	FAX: (303) 298-0940
	WWW.SHERMANHOWARD.COM

October 23, 2012

Starz, LLC

8900 Liberty Circle

Englewood, Colorado 80112

Re:Starz, LLC

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to Starz, LLC, a Delaware limited liability company, Starz Finance Corp., a Delaware corporation (together with Starz, LLC, the “Co-Issuers”) and Starz Entertainment, LLC, a Colorado limited liability company (the “Guarantor” and together with the Co-Issuers, the “Credit Parties”), in connection with the public offering of $500,000,000 aggregate principal amount of the Co-Issuers’ 5.00% Senior Notes due 2019 (the “Exchange Notes”).  The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal amount of the Co-Issuers’ issued and outstanding 5.00% Senior Notes due 2019 (the “Original Notes”).  The Exchange Notes will be issued under the Company’s Indenture, dated September 13, 2012 (the “Indenture”) between the Credit Parties and U.S. Bank National Association, as trustee (the “Trustee”), as contemplated by the Registration Rights Agreement, dated September 13, 2012 (the “Registration Rights Agreement”), between the Credit Parties and SunTrust Robinson Humphrey, Inc., as representative of the several initial purchasers.  This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with this opinion letter, we have examined (1) the Registration Statement on Form S-4 with respect to the Exchange Notes to be filed with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act (the “Registration Statement”); (2) the Registration Rights Agreement; (3) the Indenture; (4) the Form T-1 of the Trustee to be filed as an exhibit to the Registration Statement; (5) the form of the Exchange Notes and related Novation of Guarantee; (6) the organizational documents of the Credit Parties; and (7) certain resolutions adopted by the board of directors or other governing bodies of the Credit Parties relating to the Exchange Offer, and the issuance of the Original Notes and the Exchange Notes and related Novation of Guarantee, the Indenture and related matters.  We have also examined such records of the Credit Parties and such agreements, certificates of public officials, certificates of officers or other representatives of the Credit Parties and others, and such other documents, certificates and records as we have deemed necessary to enable us to state the opinions expressed below.

In our examination, we have assumed the legal capacity and competency of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents.  In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Credit Parties, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents, and the validity and binding effect on such parties.  We have also assumed, without investigation, that the Exchange Notes and related Novation of Guarantee will be issued in exchange for a like principal amount of the Original Notes and related Novation of Guarantee as described in the Registration Statement and that the Exchange Notes and related Novation of Guarantee will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added.  As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Credit Parties.

Our opinions are limited to matters governed by the laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Colorado Limited Liability Company Act and the federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Exchange Offer.  We express no opinion as to the application of the laws of any other jurisdiction or the securities or blue sky laws of the various states to the Exchange Offer.

Based upon the foregoing and subject to our stated assumptions, qualifications and limitations, in our opinion, when the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the Exchange Notes (in the form examined by us) have been duly executed and authenticated in accordance with the terms of the Indenture and have been delivered upon consummation of the Exchange Offer against receipt of the Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Co-Issuers and the related Novation of Guarantee of the Exchange Notes by the Guarantor will constitute valid and binding obligations of the Guarantor, enforceable against the Co-Issuers and the Guarantor, respectively, in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and (2) equitable, constitutional and public policy limitations, whether considered in a proceeding at equity or at law.

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We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement.  We also consent to the reference to our firm under the caption, “Legal Matters” in the Registration Statement.  In giving this consent, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Sherman & Howard L.L.C.

SHERMAN & HOWARD L.L.C.

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EX-8.1

Exhibit 8.1

Sherman & Howard L.L.C.	ATTORNEYS & COUNSELORS AT LAW
	633 SEVENTEENTH STREET, SUITE 3000
	DENVER, COLORADO 80202
	TELEPHONE: (303) 297-2900
	FAX: (303) 298-0940
	WWW.SHERMANHOWARD.COM

October 23, 2012

Starz, LLC

8900 Liberty Circle

Englewood, Colorado 80112

Re:Starz, LLC

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to Starz, LLC, a Delaware limited liability company, Starz Finance Corp., a Delaware corporation (together with Starz, LLC, the “Co-Issuers”) and Starz Entertainment, LLC, a Colorado limited liability company (the “Guarantor” and together with the Co-Issuers, the “Credit Parties”), in connection with the public offering of $500,000,000 aggregate principal amount of the Co-Issuers’ 5.00% Senior Notes due 2019 (the “Exchange Notes”).  The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal amount of the Co-Issuers’ issued and outstanding 5.00% Senior Notes due 2019 (the “Original Notes”) pursuant to (i) the Registration Statement on Form S-4 (the “Registration Statement”) as filed by the Credit Parties on the date hereof with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the related prospectus (the “Prospectus”) that forms a part of the Registration Statement.

Subject to the assumptions, qualifications and limitations set forth in the discussion in the Prospectus under the caption “Certain United States Federal Income And Estate Tax Consequences,” we confirm that such discussion, insofar as it concerns conclusions of law, constitutes our opinion as to the material U.S. federal income tax consequences relating to the exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Sherman & Howard L.L.C.

SHERMAN & HOWARD L.L.C.

EX-10.1

Exhibit 10.1

EXECUTION COPY

$1,500,000,000
CREDIT AGREEMENT

dated as of November 16, 2011,

by and among

STARZ, LLC,
as the Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE BANK OF NOVA SCOTIA,
as Administrative Agent

SUNTRUST BANK,
as Syndication Agent

JPMORGAN CHASE BANK, N.A.,
BANK OF AMERICA, N.A.,
THE ROYAL BANK OF SCOTLAND PLC,
ROYAL BANK OF CANADA,
and
BARCLAYS BANK PLC,
as Documentation Agents

THE BANK OF NOVA SCOTIA,
SUNTRUST ROBINSON HUMPHREY, INC.,
JPMORGAN CHASE BANK, N.A.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
RBS SECURITIES INC.,
RBC CAPITAL MARKETS,
and
BARCLAYS CAPITAL,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

	Page
ARTICLE I Definitions	1
SECTION 1.01.   Defined Terms	1
SECTION 1.02.   Classification of Loans and Borrowings	23
SECTION 1.03.   Pro Forma Determinations	23
SECTION 1.04.   Terms Generally	23
SECTION 1.05.   Accounting Terms; GAAP	23
ARTICLE II The Credits	24
SECTION 2.01.   Commitments	24
SECTION 2.02.   Incremental Revolving Commitments and Incremental Term Loans	25
SECTION 2.03.   Procedure for Borrowing	26
SECTION 2.04.   Funding of Borrowings	27
SECTION 2.05.   Interest Elections	27
SECTION 2.06.   Termination and Reduction of Commitments	28
SECTION 2.07.   Repayment of Loans; Evidence of Debt	28
SECTION 2.08.   Optional Prepayments; Mandatory Prepayments	29
SECTION 2.09.   Fees	30
SECTION 2.10.   Interest	31
SECTION 2.11.   Alternate Rate of Interest	31
SECTION 2.12.   Increased Costs	32
SECTION 2.13.   Break Funding Payments	33
SECTION 2.14.   Taxes	33
SECTION 2.15.   Pro Rata Treatment and Payments	35
SECTION 2.16.   Mitigation Obligations; Replacement of Lenders	36
SECTION 2.17.   Letters of Credit	37
SECTION 2.18.   Defaulting Lenders	40
SECTION 2.19.   Illegality	42
ARTICLE III Representations and Warranties	42
SECTION 3.01.   Organization; Powers	42
SECTION 3.02.   Authorization; Enforceability	43
SECTION 3.03.   Governmental Approvals; No Conflicts	43
SECTION 3.04.   Financial Position	43
SECTION 3.05.   Properties	43
SECTION 3.06.   Litigation and Environmental Matters	43
SECTION 3.07.   Compliance with Laws and Agreements	44
SECTION 3.08.   Investment Company Status	44
SECTION 3.09.   Taxes	44
SECTION 3.10.   ERISA	44
SECTION 3.11.   Disclosure	44
SECTION 3.12.   Pledge Agreement	45
SECTION 3.13.   Material Domestic Subsidiaries; Subsidiary Guarantee	45
SECTION 3.14.   Insolvency	45
SECTION 3.15.   Use of Proceeds	45
SECTION 3.16.   Sanctions	45

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ARTICLE IV Conditions	45
SECTION 4.01.   Closing Date	45
SECTION 4.02.   Each Credit Event	47
ARTICLE V Affirmative Covenants	47
SECTION 5.01.   Financial Statements; Other Information	47
SECTION 5.02.   Notices of Material Events	48
SECTION 5.03.   Existence; Conduct of Business	49
SECTION 5.04.   Payment of Obligations	49
SECTION 5.05.   Maintenance of Properties; Insurance	49
SECTION 5.06.   Books and Records; Inspection Rights	49
SECTION 5.07.   Compliance with Laws	49
SECTION 5.08.   Use of Proceeds	50
SECTION 5.09.   Additional Guarantors and Collateral	50
SECTION 5.10.   Further Assurances	50
ARTICLE VI Negative Covenants	51
SECTION 6.01.   Indebtedness	51
SECTION 6.02.   Liens	51
SECTION 6.03.   Fundamental Changes	52
SECTION 6.04.   Disposition of Property	53
SECTION 6.05.   Restricted Payments	53
SECTION 6.06.   Transactions with Affiliates	53
SECTION 6.07.   Changes in Fiscal Periods	53
SECTION 6.08.   Sales and Leasebacks	53
SECTION 6.09.   Clauses Restricting Subsidiary Distributions	54
SECTION 6.10.   Financial Covenants	54
SECTION 6.11.   Investments	54
ARTICLE VII Events of Default	55
ARTICLE VIII The Administrative Agent	58
SECTION 8.01.   Appointment and Authorization	58
SECTION 8.02.   Administrative Agent and Affiliates	58
SECTION 8.03.   Action by Administrative Agent	58
SECTION 8.04.   Consultation with Experts	59
SECTION 8.05.   Delegation of Duties	59
SECTION 8.06.   Successor Administrative Agent	59
SECTION 8.07.   Credit Decision	60
SECTION 8.08.   Joint Lead Arrangers; Joint Bookrunners; Syndication Agent; Documentation Agents	60
ARTICLE IX Miscellaneous	60
SECTION 9.01.   Notices	60
SECTION 9.02.   Waivers; Amendments	61
SECTION 9.03.   Waivers; Amendments to Other Credit Documents	62
SECTION 9.04.   Expenses; Indemnity; Damage Waiver	63
SECTION 9.05.   Successors and Assigns	64
SECTION 9.06.   Survival	67
SECTION 9.07.   Counterparts; Integration; Effectiveness	68
SECTION 9.08.   Severability	68
SECTION 9.09.   Right of Setoff	68

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SECTION 9.10.   Governing Law; Jurisdiction; Consent to Service of Process	68
SECTION 9.11.   WAIVER OF JURY TRIAL	69
SECTION 9.12.   Headings	69
SECTION 9.13.   Confidentiality	69
SECTION 9.14.   USA Patriot Act	70
SECTION 9.15.   Releases of Guarantees and Liens	70
SECTION 9.16.   No Fiduciary Duty	71

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SCHEDULES:
Schedule 1.01A	—	Commitments
Schedule 1.01B	—	Unrestricted Subsidiaries on Closing Date
Schedule 1.01C	—	Existing Specified Swap Agreements
Schedule 3.06	—	Disclosed Matters
Schedule 3.12	—	Filings
Schedule 6.02	—	Existing Liens
Schedule 6.09	—	Existing Restrictions
EXHIBITS:
Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	Form of Opinion of Credit Parties’ Counsel
Exhibit C	—	Form of Subsidiary Guarantee
Exhibit D	—	Form of Pledge Agreement
Exhibit E	—	Form of LMC Pledge Agreement
Exhibit F	—	Form of Certificate
Exhibit G-1	—	Form of New Lender Supplement
Exhibit G-2	—	Form of Incremental Term Facility Activation Notice
Exhibit G-3	—	Form of New Revolving Commitment Activation Notice

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CREDIT AGREEMENT, dated as of November 16, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among STARZ, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as an Issuing Bank, and the other parties from time to time party hereto.

WHEREAS, the Borrower has requested that the Term Lenders provide commitments to make Term Loans to the Borrower, in a single borrowing on or about the Closing Date, in an aggregate principal amount of $500,000,000; and

WHEREAS, the Borrower has requested that the Revolving Lenders provide commitments to make Revolving Loans to the Borrower, from time to time after the Closing Date, in an aggregate principal amount not to exceed $1,000,000,000.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.   Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjustment Date” has the meaning assigned to such term in the definition of “Pricing Grid”.

“Administrative Agent” has the meaning assigned to such term in the preamble, or its successor in such capacity as provided in Section 8.06.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Lenders” has the meaning assigned to such term in Section 9.02(b).

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated Lenders” has the meaning assigned to such term in Section 9.02(d).

“Affiliated Persons” mean, with respect to any specified Person, (a) such specified Person’s parents, spouse, siblings, descendants, step children, step grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such specified Person and each of the Persons referred to in clause (a), and (c) any company, partnership, trust or other entity or investment vehicle Controlled by any of the Persons referred to in clause (a) or (b) or the holdings of which are for the primary benefit of any of such Persons.

“Agent Party” means the Administrative Agent, the Issuing Bank or any other Lender.

“Aggregate Exposure” means, with respect to any Lender at any time, an amount equal to the sum of (a) the aggregate then outstanding principal amount of such Lender’s Term Loans and Incremental Term Loans, and (b) the amount of such Lender’s Revolving Commitment and Incremental Revolving Commitments then in effect or, if such Revolving Commitment or such Incremental Revolving Commitments have been terminated, such Lender’s Outstanding Revolving Credit or Incremental Revolving Loans.

“Agreement” has the meaning assigned to such term in the preamble.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the LIBO Rate that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect of a proposed Eurocurrency Borrowing with a one-month Interest Period plus 1.00%.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or such LIBO Rate, respectively.

“Applicable Period” has the meaning assigned to such term in the definition of “Pricing Grid”.

“Applicable Rate” means (a) for each Type of Loan other than Incremental Term Loans (i) prior to the first Adjustment Date occurring after the Closing Date, 2.25% for Eurocurrency Loans and 1.25% for ABR Loans and (ii) on and after the first Adjustment Date occurring after the Closing Date, a percentage determined in accordance with the Pricing Grid, and (b) for each Type of Incremental Term Loan, such per annum rates as shall be agreed to by the Borrower and the applicable Incremental Term Lenders as shown in the applicable Incremental Term Facility Activation Notice.

“Approved Fund” has the meaning assigned to such term in Section 9.05.

“Arranger” means The Bank of Nova Scotia.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Available Revolving Commitment” means, as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect at such time over (b) such Lender’s Outstanding Revolving Credit.

“Bankruptcy Event” means, with respect to any Lender, such Lender or any other Person as to which such Lender is a Subsidiary (a “Parent Company”) (i) is adjudicated as, or determined by any Governmental Authority having regulatory authority over it or its assets to be, insolvent, (ii) becomes the subject of a bankruptcy or insolvency proceeding, or the Administrative Agent has given written notice to such Lender and the Borrower of its good faith determination that such Lender or its Parent Company has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or (iii) has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or the Administrative Agent has given written notice to such Lender and the Borrower of its good faith determination that such Lender or its Parent Company has taken any action in furtherance

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of, or indicating its consent to, approval of, or acquiescence in, any such appointment; provided that a Bankruptcy Event shall not result solely by virtue of any control of or ownership interest in, or the acquisition of any control of or ownership interest in, such Lender or its Parent Company by a Governmental Authority as long as such control or ownership interest does not result in or provide such Lender or its Parent Company with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender or its Parent Company (or such Governmental Authority) to reject, repudiate, disavow or disaffirm such Lender’s obligations under this Agreement.

“beneficial owner” shall be determined in accordance with Rule 13d-3 and Rule 13d-5 under the Exchange Act, as in effect on the Closing Date.  “Beneficially own”, “beneficially owned” and “beneficial ownership” have meanings correlative to that of beneficial owner.

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Borrower” has the meaning assigned to such term in the preamble.

“Borrowing” means a group of Loans of the same Type under a single Facility, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Date” means any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard

3

& Poor’s or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by Standard & Poor’s or Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and (i) in the case of any Foreign Subsidiary, investments substantially comparable to any of the foregoing investments with respect to the country in which such Foreign Subsidiary is organized.

“Change in Control” means the acquisition of beneficial ownership by any person or group (excluding any Permitted Holder or group Controlled by any Permitted Holder) of more than 30% of the aggregate voting power of all outstanding classes or series of the Borrower’s voting stock and such aggregate voting power exceeds the aggregate voting power of all outstanding classes or series of Borrower’s voting stock beneficially owned by the Permitted Holders collectively, and either (a) such person or group does not have on the date of such acquisition or within 45 days thereafter either (i) an investment grade rating by Moody’s or Standard & Poor’s or (ii) a rating equal to or better than LMC’s rating with Moody’s or Standard & Poor’s as of such date, or (b) on any day until the date that is six months after the date of such acquisition, the Borrower is rated by one of Moody’s or Standard & Poor’s and the rating assigned by either of them is not an investment grade rating.  For purposes of this definition, “person” and “group” have the meanings given to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of rule 13d-5(b)(1) under the Exchange Act, or any successor provision.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“CIM” means the Confidential Information Memorandum made available to the Lenders in connection with the Lender meeting held on October 26, 2011 with respect to the Facilities and this Agreement.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans, Incremental Revolving Loans or Incremental Term Loans.

“Closing Date” means the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied (or waived in accordance with Section 9.02).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

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“Collateral” means all property of the Loan Parties party to the Pledge Agreement, now owned or hereafter acquired, upon which a Lien is granted under the Pledge Agreement.

“Collateral Agent” means The Bank of Nova Scotia, in its capacity as collateral agent under the Subsidiary Guarantee, the Pledge Agreement and the LMC Pledge Agreement for the Lenders and certain other holders of obligations of the Loan Parties, or its successor in such capacity as provided in such agreements.

“Collateral Release” means a release of Collateral from the Liens created by the Pledge Agreement and/or LMC Collateral from the Liens created by the LMC Pledge Agreement, pursuant to Section 9.15(b) unless such Liens are required to be re-granted pursuant to Section 9.15(c).

“Commitments” refers to any of the Revolving Commitments, the Term Commitments, the Incremental Revolving Commitments and the Incremental Term Commitments.

“Commitment Fee Rate” means (a) prior to the first Adjustment Date occurring after the Closing Date, 0.35% and (b) on and after the first Adjustment Date occurring after the Closing Date, a rate determined in accordance with the Pricing Grid.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated OIBDA for the most recently ended period of four fiscal quarters to (b) Consolidated Interest Expense for the most recently ended period of four fiscal quarters.

“Consolidated Interest Expense” means, for any period of four consecutive fiscal quarters, the interest expense for such period determined on a consolidated basis in accordance with GAAP with respect to the Borrower and its Restricted Subsidiaries (including that portion attributable to Capital Lease Obligations in accordance with GAAP and net payments (less net credits) under Swap Agreements to the extent such net payments constitute interest expense and are allocable to such period, in each case, in accordance with GAAP), net of interest income of the Borrower and its Restricted Subsidiaries of up to $7,500,000, for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt to (b) Consolidated OIBDA for the most recently ended period of four fiscal quarters.

“Consolidated Net Income or Loss” means, for any period, the consolidated net income (or loss) for such period of the Borrower and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated OIBDA” means, for any period, Consolidated Net Income or Loss of the Borrower and its Restricted Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income or Loss, the sum of the following amounts for such period (i) any unusual or extraordinary items resulting in losses as determined under GAAP, (ii) any loss from discontinued operations, (iii) income tax expense, (iv) any non-cash losses that are not operational in nature such as goodwill, asset and other impairment charges (including impairments of capitalized production and development costs), early extinguishment of debt, losses from asset sales or retirements and write-offs of deferred financing costs, (v) any realized or unrealized losses resulting from adjustments to financial instruments to account for such instruments at fair market value, (vi) any realized or unrealized losses on foreign currency hedging transactions, (vii) interest expense, (viii) share of losses of affiliated entities accounted for under the equity method of accounting, (ix) net income attributable to noncontrolling (minority) interests, (x) depreciation and amortization expense (excluding programming

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license fee amortization and production cost amortization), (xi) non-cash stock compensation expense or non-cash phantom stock appreciation rights expense, (xii) non-recurring cash charges associated with acquisition or disposition transactions, including integration costs, restructuring costs and severance charges, and (xiii) reasonable pro forma cost savings resulting from acquisition or disposition transactions that have been realized or are expected to be realized within 12 months of such transaction (provided that any adjustments under clauses (xii) and (xiii) shall be limited in the aggregate to 7.5% of Consolidated OIBDA as calculated without the additions in clauses (xii) and (xiii)), and minus (b) without duplication and to the extent included in determining such Consolidated Net Income or Loss, (i) any unusual or extraordinary items resulting in gains as determined under GAAP, (ii) any gains from discontinued operations, (iii) income tax benefits, (iv) any non-cash gains that are not operational in nature such as gains from asset sales, (v) any realized or unrealized gains resulting from adjustments to financial instruments to account for such instruments at fair market value, (vi) any realized or unrealized gains on foreign currency hedging transactions, (vii) interest income, (viii) share of earnings of affiliated entities accounted for under the equity method of accounting, and (ix) net loss attributable to noncontrolling (minority) interests.  All additions and subtractions shall be determined on a consolidated basis (excluding any Unrestricted Subsidiary) in accordance with GAAP.  For any period during which a purchase or other acquisition is made by any Loan Party, Consolidated OIBDA shall be calculated on a pro forma basis as if such purchase or other acquisition was consummated on the first day of such period, and for any period during which a Subsidiary or business was disposed of or discontinued, Consolidated OIBDA shall be calculated on a pro forma basis as if such Subsidiary or business had been disposed of on the first day of such period.

“Consolidated Total Debt” means, at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Control Person” has the meaning assigned to such term in the definition of “LMC”.

“Credit Documents” means the collective reference to the Loan Documents and the LMC Pledge Agreement.

“Credit Parties” means the collective reference to the Loan Parties and the “Pledgors” party to the LMC Pledge Agreement.

“Default” means (a) an Event of Default or (b) any event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Agent Party any amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to such funding or payment has not been satisfied, or, in the case of clause (ii) or clause (iii) above, such Lender notifies the Administrative Agent in writing that such failure is the result of a good faith dispute regarding its obligation to make such funding or payment; (b) has notified the Borrower or any Agent Party in writing, or has made a public statement to the effect, that it does not intend to comply with any of its funding or payment obligations under this Agreement (unless such

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writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to such funding or payment under this Agreement has not been satisfied); (c) has failed, within three Business Days after request by the Administrative Agent or Issuing Bank, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Agent Party’s receipt of such certification; or (d) has become the subject of a Bankruptcy Event.

“Designation Amount” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary”.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“Disposition” means, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Dollars” or “$” means the lawful money of the United States.

“Domestic Subsidiary” means any Restricted Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources or the management, release or threatened release of any Hazardous Material.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event” (as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan) other than an event for which the 30-day notice

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period is waived; (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by the Borrower or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Plan; (f) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Title IV of ERISA); (g) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (h) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (i) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA.

“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means (a) in the case of each Lender and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Administrative Agent, as the case may be, is organized or any political subdivision thereof; (b) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s applicable lending office or any political subdivision thereof; (c) in the case of each Lender and the Administrative Agent, taxes that would not be imposed but for a present or former connection between the Lender or the Administrative Agent, as the case may be, and the taxing jurisdiction or any political subdivision thereof (other than any such connection arising solely from the execution, delivery, performance or receipt of payment under this Agreement); (d) in the case of each Lender and the Administrative Agent, taxes imposed by the United States by means of withholding if and to the extent that such taxes shall be in effect and shall be applicable on the Closing Date to payments to be made to such Lender’s applicable lending office; (e) in the case of an assignment by a Lender, any taxes that exceed the amount of taxes that are imposed prior to such assignment, unless such assignment and acceptance resulted from the request of the Borrower pursuant to Section 2.16(b); (f) in the case of each Lender, any tax that is attributable to such Lender’s failure to comply with Section 2.14(e); and (g) in the case of each Lender any Taxes imposed by the United States by means of withholding as a result of the failure of such Lender to comply with its obligations under Section 1471 of the Code, other than obligations that are added to Section 1471 of the Code after the Closing Date to the extent compliance with such new obligations would violate any law applicable to such Lender.

“Extending Lender” has the meaning assigned to such term in Section 9.02(c).

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“Facility” means any of (a) the credit facility constituted by the Revolving Commitments and the extensions of credit thereunder (the “Revolving Facility”), (b) the credit facility constituted by the Term Commitments and the extensions of credit thereunder (the “Term Facility”), (c) each credit facility constituted by Incremental Revolving Commitments and the extensions of credit thereunder (each, an “Incremental Revolving Facility”) and (d) each incurrence of Incremental Term Loans pursuant to an Incremental Term Facility Activation Notice (each, an “Incremental Term Facility”).

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) charged to the Administrative Agent on such day on such transactions from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “Guarantor”) means any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other similar obligation of any other Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of the Guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other similar obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other similar obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other similar obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or similar obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Incremental Revolving Commitment” means an increased or new Commitment incurred in connection with a New Revolving Commitment Activation Notice other than additional Revolving Commitments.

“Incremental Revolving Facility” has the meaning assigned to such term in the definition of “Facility”.

“Incremental Revolving Lenders” means the Lenders under any Incremental Revolving Facility.

“Incremental Revolving Loans” means any revolving loans borrowed under any Incremental Revolving Commitments.

“Incremental Revolving Termination Date” means, with respect to the Incremental Revolving Loans to be made pursuant to any New Revolving Commitment Activation Notice, the final maturity date specified in such New Revolving Commitment Activation Notice, which date shall not be prior to the Maturity Date.

“Incremental Term Commitment” means an incremental term commitment incurred in connection with an Incremental Term Facility Activation Notice.

“Incremental Term Facility” has the meaning assigned to such term in the definition of “Facility”.

“Incremental Term Facility Activation Notice” means a notice substantially in the form of Exhibit G-2.

“Incremental Term Facility Closing Date” means any Business Day designated as such in an Incremental Term Facility Activation Notice.

“Incremental Term Lenders” means (a) on any Incremental Term Facility activation date relating to Incremental Term Loans, the Lenders signatory to the relevant Incremental Term Facility Activation Notice and (b) thereafter, each Lender that is a holder of an Incremental Term Loan.

“Incremental Term Loans” means any term loans borrowed in connection with an Incremental Term Facility Activation Notice.

“Incremental Term Maturity Date” means, with respect to the Incremental Term Loans to be made pursuant to any Incremental Term Facility Activation Notice, the final maturity date specified in such Incremental Term Facility Activation Notice, which date shall not be prior to the Maturity Date.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements constituting Liens hereunder relating to property acquired by such Person (excluding obligations arising from inventory transactions in the ordinary course of business), (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable and all accrued liabilities and deferred revenue incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an

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account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.  “Indebtedness” shall not include (i) any amounts payable under any long-term incentive or deferred compensation plans of any Person relating to its or its Subsidiaries’ directors, management, employees or consultants or (ii) for the purposes of Section 6.01 and the term “Material Indebtedness” only, any amounts owed to the Borrower or any Restricted Subsidiary.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information” has the meaning assigned to such term in Section 9.13.

“Insolvent” with respect to any Multiemployer Plan means the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one month, two months, three months or six months (or, if available to all Lenders under the relevant Facility, nine or twelve months) thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto, and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one month, two months, three months or six months (or, if available to all Lenders under the relevant Facility, nine or twelve months or such other, shorter period) thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 12:00 noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

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(ii) the Borrower may not select an Interest Period for a Revolving Loan that would extend beyond the Revolving Termination Date, an Interest Period for a Term Loan that would extend beyond the Maturity Date, an Interest Period for an Incremental Revolving Loan that would extend beyond the Incremental Revolving Termination Date for such Incremental Revolving Loan, or an Interest Period for an Incremental Term Loan that would extend beyond the Incremental Term Maturity Date for such Incremental Term Loan; and

(iii) any Interest Period of at least one month’s duration that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Investment Grade Rating” has the meaning assigned to such term in the definition of “Pricing Grid”.

“Investment Grade Rating Decrease” has the meaning assigned to such term in the definition of “Pricing Grid”.

“Investments” has the meaning assigned to such term in Section 6.11.

“Issuing Bank” means The Bank of Nova Scotia, in its capacity as an issuer of Letters of Credit, and its successors in such capacity as provided in Section 2.17(i).  The Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), arrange for one or more Letters of Credit to be issued by other Lenders, in which case the term “Issuing Bank” shall include such Lender with respect to the Letters of Credit issued by such Lender; provided that no such Lender shall have any obligation to be an Issuing Bank unless it agrees to do so in its sole discretion.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a demand for payment or drawing under a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.  The LC Exposure of any Lender at any time shall be its Revolving Commitment Percentage of the total LC Exposure at such time.

“Lenders” means the Persons listed on Schedule 1.01A and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or New Lender Supplement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Letter of Credit” means any letter of credit issued pursuant to Section 2.17.

“Leverage Release Period” has the meaning assigned to such term in Section 9.15.

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Screen, or any successor to or substitute for such Screen, providing rate quotations comparable to those currently provided on such page of such Screen, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars with a maturity comparable to such Interest Period, provided that in the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurocurrency Borrowing for such

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Interest Period shall be the rate at which deposits in Dollars for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, assignment, deposit arrangement, encumbrance, charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

“LMC” means Liberty Media Corporation (formerly known as Liberty CapStarz, Inc. and Liberty Splitco, Inc.), a Delaware corporation, and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets; and any subsequent successor (by merger, consolidation, transfer or otherwise) to all or substantially all of a successor’s assets, provided, that if a Transferee Parent becomes the beneficial owner of all or substantially all of the equity securities of the Borrower then beneficially owned by LMC as to which LMC has dispositive power, the term “LMC” shall also mean such Transferee Parent and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets.  “Transferee Parent” for this purpose means, in the event of any transaction or series of related transactions involving the direct or indirect transfer (or relinquishment of control) by LMC of a Person or Persons (a “Transferred Person”) that hold equity securities of the Borrower beneficially owned by LMC, such Transferred Person or its successor in such transaction or any ultimate parent entity (within the meaning of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) of such Transferred Person or its successor if immediately after giving effect to such transaction or the last transaction in such series, voting securities representing at least a majority of the voting power of the outstanding voting securities of such Transferred Person, successor or ultimate parent entity are beneficially owned by any combination of LMC, Persons who prior to such transaction were beneficial owners of a majority of, or a majority of the voting power of, the outstanding voting securities of LMC (or of any publicly traded class or series of voting securities of LMC designed to track the economic performance of a specified group of assets or businesses) or Persons who are Control Persons as of the date of such transaction or the last transaction in such series.  “Control Person” for this purpose means each of (a) the Chairman of the Board of LMC, (b) the President of LMC, (c) any Executive Vice President or Senior Vice President of LMC, (d) each of the directors of LMC and (e) the respective Affiliated Persons of the Persons referred to in clauses (a) through (d).

“LMC Collateral” means any “Collateral” under and as defined in the LMC Pledge Agreement.

“LMC Pledge Agreement” means the Pledge Agreement dated as of November 16, 2011, by the holders of the Equity Interests in the Borrower, substantially in the form of Exhibit E.

“Loan Documents” means the collective reference to this Agreement, the Subsidiary Guarantee and the Pledge Agreement.

“Loan Parties” means the collective reference to the Borrower and the Subsidiary Guarantors.

“Loans” means any of the Revolving Loans, Term Loans, Incremental Revolving Loans or Incremental Term Loans.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, property or condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries that results in a material impairment of the ability of the Borrower to perform any payment obligations hereunder or (b) the validity or enforceability of this Agreement or the other Credit Documents or the rights or

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remedies of the Administrative Agent (including in its capacity as Collateral Agent) or the Lenders hereunder or thereunder.

“Material Domestic Subsidiary” means any Domestic Subsidiary of the Borrower, as of the last day of the fiscal quarter of the Borrower most recently ended, that has assets (including Equity Interests in Restricted Subsidiaries) or revenues (including both third party and intercompany revenues) with a value in excess of 7.50% of the consolidated assets of the Borrower and its Domestic Subsidiaries or 7.50% of the consolidated revenues of the Borrower and its Domestic Subsidiaries for the most recently ended period of four fiscal quarters; provided, that in the event all Domestic Subsidiaries that would otherwise not be Material Domestic Subsidiaries shall, when taken together, in the aggregate account for a percentage in excess of 7.50% of the consolidated assets of the Borrower and its Domestic Subsidiaries or 7.50% of the consolidated revenues of the Borrower and its Domestic Subsidiaries for the most recently ended period of four fiscal quarters, then one or more of such Domestic Subsidiaries designated by the Borrower (or, if the Borrower shall make no designation, one or more of such Domestic Subsidiaries in descending order based on their respective contributions to the consolidated assets of the Borrower), shall be included as Material Domestic Subsidiaries to the extent necessary to eliminate such excess.

“Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of a Swap Agreement, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Subsidiary” means (a) all Material Domestic Subsidiaries and (b) any Restricted Subsidiary of the Borrower that, as of the last day of the fiscal quarter of the Borrower most recently ended, has assets or revenues (on a consolidated basis including its Restricted Subsidiaries) with a value in excess of 1.0% of the consolidated assets of the Borrower and its Restricted Subsidiaries or 1.0% of the consolidated revenues of the Borrower and its Restricted Subsidiaries.

“Maturity Date” means November 16, 2016.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“New Lender” has the meaning assigned to such term in Section 2.02(c).

“New Lender Supplement” has the meaning assigned to such term in Section 2.02(c).

“New Revolving Commitment Activation Notice” means a notice substantially in the form of Exhibit G-3.

“New Revolving Commitment Closing Date” means any Business Day designated as such in a New Revolving Facility Activation Notice.

“New Revolving Commitments” has the meaning assigned to such term in Section 2.02(a).

“Non-Consenting Lender” has the meaning assigned to such term in Section 2.16(c).

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“Note” means a promissory note of the Borrower payable to a Lender or its registered assigns, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.

“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the obligations of the Borrower to reimburse the Issuing Bank for demands for payment or drawings under a Letter of Credit, and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Credit Document, any Specified Swap Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including all fees, charges and disbursements of counsel to the Administrative Agent, the Arranger or to any Lender that are required to be paid by the Borrower pursuant hereto).

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“Outstanding Revolving Credit” means, with respect to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate then outstanding principal amount of such Revolving Lender’s Revolving Loans and (b) such Revolving Lender’s LC Exposure.

“Parent Company” has the meaning assigned to such term in the definition of “Bankruptcy Event”.

“Pari Passu Indebtedness” means Secured Indebtedness of the Borrower (other than the Obligations) so long as (a) the Obligations are of at least equal seniority as to claims (except to the extent the Lenders have knowingly and voluntarily agreed to subordinate the Obligations) and are secured equally and ratably with (or better than) such Indebtedness and the Obligations are guaranteed to at least the same extent (including as to seniority of claims) by any Restricted Subsidiary that has guaranteed such Indebtedness, (b) such Secured Indebtedness has a final maturity date occurring at least six months after the latest final maturity date applicable to the Loans at the time such Secured Indebtedness is incurred, (c) in the case of notes or term loans (i.e. term B loans) intended primarily for issuance to institutional investors, such Secured Indebtedness has (i) scheduled amortization payments (excluding the final installment thereof) of no more than 1% per year of the original aggregate outstanding principal amount of such Secured Indebtedness and (ii) a final maturity date occurring at least one year after the Maturity Date, (d) such Secured Indebtedness has no financial maintenance covenants of a different type than those in this Agreement, and no financial maintenance covenants that are more restrictive than those in this Agreement, and (e) such Secured Indebtedness does not have negative covenants or default provisions that are materially more restrictive than those contained in this Agreement (as certified, in the case of this clause (e), by a Financial Officer pursuant to a certificate reasonably acceptable to the Administrative Agent, which certificate, upon acceptance by the Administrative Agent, shall be conclusive as to compliance with this clause (e)).

“Participant” has the meaning assigned to such term in Section 9.05(c).

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“Participant Register” has the meaning assigned to such term in Section 9.05(c).

“Patriot Act” has the meaning assigned to such term in Section 9.14.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a)           Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)           carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c)           pledges and deposits made in the ordinary course of business in compliance with workers’ compensation (or pursuant to letters of credit issued in connection with such workers’ compensation compliance), unemployment insurance and other social security laws or regulations;

(d)           deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, letters of credit and other obligations of a like nature, in each case in the ordinary course of business;

(e)           judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII;

(f)            easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary;

(g)           Liens securing obligations in respect of trade-related letters of credit and covering the goods (or the documents of title in respect of such goods) financed or the purchase of which is supported by such letters of credit and the proceeds and products thereof;

(h)           Liens granted in favor of guilds in the ordinary course of business that secure obligations relating to collective bargaining agreements that are not overdue by more than 30 days or are being contested in compliance with Section 5.04; and

(i)            other Liens securing obligations other than Indebtedness in an aggregate outstanding amount not exceeding $5,000,000.

“Permitted Holders” means any one or more of (a) LMC, (b) John C. Malone, (c) each of the respective Affiliated Persons of the Person referred to in clause (b), and (d) any Person a majority of the aggregate voting power of all the outstanding classes or series of the equity securities of which are beneficially owned by any one or more of the Persons referred to in clauses (a), (b) or (c).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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“Plan” means an employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), subject to the provisions of Section 302 and Title IV of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or if such plan were terminated, would under Section 4062 or 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement” means the Pledge Agreement dated as of November 16, 2011, by the Borrower and each other holder of any Equity Interest in a Material Domestic Subsidiary, substantially in the form of Exhibit D.

“Pricing Grid” means the table below, adjusted as described below in this definition.

Consolidated Leverage Ratio	Commitment Fee Rate		Applicable Rate for Eurocurrency Loans		Applicable Rate for ABR Loans
> 4.00:1.00	0.500	%	2.75	%	1.75	%
> 3.50:1.00 and < 4.00:1.00	0.400	%	2.50	%	1.50	%
> 3.00:1.00 and < 3.50:1.00	0.350	%	2.25	%	1.25	%
> 2.00:1.00 and < 3.00:1.00	0.300	%	2.00	%	1.00	%
< 2.00:1.00	0.250	%	1.75	%	0.75	%

For the purposes of the Pricing Grid, changes in the Applicable Rate and Commitment Fee Rate resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to Section 5.01 and shall remain in effect until the next change to be effected pursuant to this paragraph.  Notwithstanding the foregoing, if any financial statements referred to above are not delivered within the time periods specified in Section 5.01, then, until the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid (as adjusted below) shall apply.  In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid (as adjusted below) shall apply.  Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.10.  If at any time (and from time to time) (i) (A) an Investment Grade Rating (as defined below) has occurred, (B) the Borrower has provided notice thereof to the Administrative Agent and (C) no Default has occurred and is continuing, or (ii) (A) the Borrower has issued unsecured notes or has incurred unsecured term loans that, in either case, mature following the Maturity Date, (B) has prepaid all outstanding Term Loans and (C) no Default has occurred and is continuing, then in either case each of the Applicable Rates in the Pricing Grid will be adjusted downward by 0.25% at each level and for each Type of Loan; provided that, if the conditions in clause (ii) above have not been met and a rating downgrade causes no Investment Grade Rating to exist, then the downward adjustment in the Applicable Rates will cease until the conditions for a downward adjustment set forth in either clause (i) or (ii) above have again been met; provided, further, that any downward adjustment in the Applicable Rates resulting from satisfaction of the conditions in either or both of clause (i) or (ii) above, shall in no case exceed 0.25% in the aggregate during the term of this Agreement at each level and for each Type of Loan.  “Investment Grade Rating” means that the Loans or any outstanding notes of the Borrower that, if secured, are secured only by (x) the same Collateral securing the Loans, or (y) a portion of such Collateral and no other assets or property, are rated either BBB- or better by Standard & Poor’s or Baa3 or better by Moody’s.

For purposes of the Pricing Grid, in the event that it is determined that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or any Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the

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Applicable Rate actually applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Administrative Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Rate for such Applicable Period shall be determined as if such higher Applicable Rate were applicable for such Applicable Period, and (iii) the Borrower shall within three Business Days of demand thereof by the Administrative Agent pay to the Administrative Agent the accrued additional amount owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement.

“Prime Rate” means the rate of interest most recently established by the Administrative Agent in New York City as its base rate for Dollars loaned in the United States; each change in the Prime Rate shall be effective from and including the date such change is established as being effective.

“Priority Indebtedness” means (i) Indebtedness of any Restricted Subsidiary (whether secured or unsecured) and (ii) any Secured Indebtedness of the Borrower, but excluding in the case of clauses (i) and (ii) Indebtedness permitted pursuant to clause (a), (b), (c) or (f) of Section 6.01.

“Refinanced Indebtedness” has the meaning assigned to such term in the definition of “Refinancing Indebtedness”.

“Refinancing Indebtedness” means Indebtedness of the Borrower or a Restricted Subsidiary incurred in exchange for, or the proceeds of which are used to redeem or refinance in whole or in part, any Indebtedness of the Borrower or any Restricted Subsidiary (the “Refinanced Indebtedness”); provided that:

(a)           the principal amount of the Refinancing Indebtedness does not exceed the principal amount of the Refinanced Indebtedness (or, if less, the portion of the principal amount required to be paid in connection with the refinancing) plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any reasonable premium paid to the holders of the Refinanced Indebtedness and reasonable expenses incurred in connection with the incurrence of the Refinancing Indebtedness;

(b)           the obligor of Refinancing Indebtedness does not include any Person (other than the Borrower or any Restricted Subsidiary) that is not an obligor of the Loans;

(c)           if the Refinanced Indebtedness was subordinated in right of payment to the Loans or the Subsidiary Guarantee, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Loans or the Subsidiary Guarantee, as the case may be, at least to the same extent as the Refinanced Indebtedness;

(d)           the Refinancing Indebtedness has a final stated maturity either (a) no earlier than the Refinanced Indebtedness being repaid or (b) after the date that is six months after the last maturity date applicable to the Loans at the time the Refinancing Indebtedness is incurred; and

(e)           the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the last maturity date applicable to the Loans at the time the Refinancing Indebtedness is incurred has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the last maturity date applicable to the Loans at the time the Refinancing Indebtedness is incurred (provided that Refinancing Indebtedness in respect of Refinanced Indebtedness that has no amortization may provide for amortization installments,

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sinking fund payments, serial maturity dates or other required payments of principal of up to 1% of the aggregate principal amount per annum).

“Register” has the meaning assigned to such term in Section 9.05(b)(iv).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, partners and advisors of such Person and such Person’s Affiliates.

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Required Lenders” means, subject to Section 2.18(b), at any time, the holders of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans and Incremental Term Loans then outstanding, and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the sum of the Total Revolving Loans then outstanding and the LC Exposure at such time and (iii) the sum of the Incremental Revolving Commitments then in effect or, if the Incremental Revolving Commitments have been terminated, the sum of the Incremental Revolving Loans then outstanding.

“Requirement of Law” means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted List” has the meaning assigned to such term in Section 9.05(b)(i).

“Restricted Party” means any Person that is, or is known by the Borrower to be owned or controlled by a Person that is, listed on the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, or any similar list maintained by the U.S. Department of State or any other relevant U.S. government agency, or a Person that is otherwise known by the Borrower to be the target of Sanctions (“target of Sanctions” signifying that a U.S. Person is prohibited by Sanctions from transacting with such Person).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“Restricted Subsidiary” means any Subsidiary of the Borrower other than Unrestricted Subsidiaries.

“Revocation” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary”.

“Revolving Commitment” means, as to any Revolving Lender, the obligation of such Revolving Lender to make Revolving Loans and purchase participation interests in Letters of Credit in an aggregate principal amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.01A or in the Assignment and Assumption or New Lender Supplement pursuant to which such Revolving Lender became a party hereto, as the same may be

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changed from time to time pursuant to the terms of this Agreement.  The original aggregate amount of all Revolving Commitments is $1,000,000,000.

“Revolving Commitment Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Revolving Commitment at such time to the Total Revolving Commitments at such time.

“Revolving Commitment Period” means the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Facility” has the meaning assigned to such term in the definition of “Facility”.

“Revolving Fee Payment Date” means (a) the third Business Day following the last day of each March, June, September and December during the Revolving Commitment Period and (b) the last day of the Revolving Commitment Period.

“Revolving Lender” means each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans” has the meaning assigned to such term in Section 2.01(a).

“Revolving Termination Date” means the fifth anniversary of the Closing Date.

“Sanctions” means the economic sanctions regulations administered, enacted or enforced by OFAC, the U.S. Department of State or any other relevant U.S. government agency that prohibit a U.S. person from transacting with Restricted Parties.

“Secured Indebtedness” means Indebtedness of the Borrower secured by any Lien on the assets of the Borrower.

“Specified Swap Agreement” means any Swap Agreement listed on Schedule 1.01C and any other Swap Agreement in respect of interest rates or currency exchange rates entered into by the Borrower or any Subsidiary Guarantor and any Person that is a Lender or an affiliate of a Lender at the time such Swap Agreement is entered into.

“Standard & Poor’s” means Standard & Poor’s Rating Services.

“Stock Compensation Plans” means compensation plans in connection with which the Borrower and its Restricted Subsidiaries make payments to its Affiliates in consideration for securities of its parent issued to employees of the Borrower and its Restricted Subsidiaries.

“Subject Transaction” means a transaction that, but for the application of clause (a)(ii) of the definition of “Change in Control”, would result in a Change in Control.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned,

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Controlled or held by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent.

“Subsidiary Guarantee” means the Subsidiary Guarantee Agreement to be executed and delivered by each Material Domestic Subsidiary, substantially in the form of Exhibit C.

“Subsidiary Guarantor” means each Domestic Subsidiary that is a party to the Subsidiary Guarantee.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Restricted Subsidiaries shall be a Swap Agreement.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Term Commitment” means, as to any Term Lender, the obligation of such Term Lender to make Term Loans in an aggregate principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.01A or in the Assignment and Assumption pursuant to which such Term Lender became a party hereto, as the same may be changed from time to time pursuant to the terms of this Agreement.  The original aggregate amount of all Term Commitments is $500,000,000.

“Term Facility” has the meaning assigned to such term in the definition of “Facility”.

“Term Lender” means each Lender that has a Term Commitment or that holds Term Loans.

“Term Loans” has the meaning assigned to such term in Section 2.01(b).

“Total Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Total Revolving Commitments” means, at any time, the aggregate amount of the Revolving Commitments then in effect.

“Total Revolving Loans” means, at any time, the aggregate amount of the Revolving Loans of the Revolving Lenders outstanding at such time.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the execution, delivery and performance by the Credit Parties of the other Credit Documents, the borrowing of Loans and the use of proceeds thereof.

“Transferee Parent” has the meaning assigned to such term in the definition of “LMC”.

“Transferred Person” has the meaning assigned to such term in the definition of “LMC”.

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“Type” means, as to any Loan, its nature as an ABR Loan or a Eurocurrency Loan.

“United States” or “U.S.” means the United States of America.

“Unrestricted Subsidiary” means (a) any Subsidiary of the Borrower listed on Schedule 1.01B, (b) any Subsidiary of the Borrower that is designated as an Unrestricted Subsidiary by the Borrower after the Closing Date in a written notice to the Administrative Agent and (c) any Subsidiary of any Subsidiary described in clause (a) or (b) above, provided, that, in each case, (i) at no time shall any creditor of any such Subsidiary have any claim (whether pursuant to a Guarantee or otherwise) against the Borrower or any of its Restricted Subsidiaries in respect of any Indebtedness or other obligation (except for obligations arising by operation of law, including joint and several liability for taxes, ERISA and similar items) of any such Subsidiary (collectively, “Unrestricted Subsidiary Support Obligations”), except pursuant to Investments permitted by Section 6.11; (ii) neither the Borrower nor any of its Restricted Subsidiaries shall become a general partner of any such Subsidiary; (iii) no default with respect to any Indebtedness of any such Subsidiary (including any right which the holders thereof may have to take enforcement action against any such Subsidiary), shall permit solely as a result of such Indebtedness being in default or accelerated (upon notice, lapse of time or both) any holder of any Indebtedness of the Borrower or its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity; (iv) no such Subsidiary shall own any Equity Interests of, or own or hold any Lien on any property of, the Borrower or any Restricted Subsidiary; (v) no Investments may be made in any such Subsidiary by the Borrower or any Restricted Subsidiary except to the extent permitted under Section 6.11(f) or (h) (it being understood that, if a Subsidiary is designated as an Unrestricted Subsidiary after the Closing Date, the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall be subject to the limits set forth in Section 6.11(f) or (h), as applicable); (vi) at the time of such designation, no Default shall have occurred and be continuing or would result therefrom; and (vii) at the time of such designation, after giving pro forma effect thereto, the Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10.  It is understood that Unrestricted Subsidiaries shall be disregarded for the purposes of any calculation pursuant to this Agreement relating to financial matters with respect to the Borrower.

The Borrower may revoke the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to a written notice to the Administrative Agent so long as, after giving pro forma effect to such revocation, (i) the Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10 and (ii) no Default shall have occurred and be continuing.  In addition, if any of the requirements specified in the first sentence of this definition ceases at any time to be complied with as to any Unrestricted Subsidiary, the designation thereof shall automatically be deemed to be revoked without requirement of any action by any Person on the date that is 30 days after the Borrower or any of its Subsidiaries has obtained knowledge of such noncompliance, unless such noncompliance has been cured prior to such date.  Any revocation described in the preceding two sentences is referred to herein as a “Revocation”.  Upon any Revocation, such Unrestricted Subsidiary shall constitute a Restricted Subsidiary for all purposes of this Agreement and the Borrower shall comply with Section 5.09 if such Subsidiary is a Material Domestic Subsidiary.  In the case of any Revocation, if the designation of such Subsidiary as an Unrestricted Subsidiary caused the available basket amount referred to in Section 6.11(f) or (h), as applicable, to be utilized by an amount equal to the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary so designated (the amount so utilized, the “Designation Amount”), then, effective upon such Revocation, the relevant available basket amount shall be increased by the lesser of (i) the Designation Amount and (ii) the aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in such Subsidiary at the time of such

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Revocation.  Any Subsidiary as to which any Revocation has been made may not subsequently be designated as an Unrestricted Subsidiary.

“Unrestricted Subsidiary Support Obligations” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary”.

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02.   Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

SECTION 1.03.   Pro Forma Determinations.  Whether or not specified elsewhere herein, in order to determine that no Default shall have occurred and be continuing after giving effect to a particular transaction or event, such determination shall require, without limitation, a determination that the Borrower would be in compliance with Section 6.10 after giving effect thereto.

SECTION 1.04.   Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  The foregoing standards shall also apply to the other Credit Documents.

SECTION 1.05.   Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that for purposes of any determinations associated with leases, including, without limitation, determinations of whether such leases are capital leases, whether obligations under such leases are Capital Lease Obligations, the amount of any Capital Lease Obligations associated with such leases, and the amount of operating expenses associated with such leases, Consolidated OIBDA, Indebtedness

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and the Consolidated Leverage Ratio shall be determined based on generally accepted accounting principles in the United States in effect on the Closing Date; provided further that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01.   Commitments

(a)Revolving Commitments:

(i)Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower in an aggregate principal amount that will not result at the time of such Borrowing in the amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment.  During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05.

(ii)Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments.  The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required.

(b)Term Commitments:

(i)Subject to the terms and conditions hereof, each Term Lender severally agrees to make term credit loans (“Term Loans”) to the Borrower on or about (but not later than three Business Days after) the Closing Date in an aggregate principal amount equal to such Term Lender’s Term Commitment.  No amounts paid or prepaid with respect to Term Loans may be reborrowed.  The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05.

(ii)The failure of any Term Lender to make any Term Loan required to be made by it shall not relieve any other Term Lender of its obligations hereunder; provided that the Term

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Commitments of the Term Lenders are several and no Term Lender shall be responsible for any other Term Lender’s failure to make Term Loans as required.

(c)At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.  At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the applicable commitments.  Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Borrowings outstanding.

SECTION 2.02.   Incremental Revolving Commitments and Incremental Term Loans

(a)The Borrower and one or more Lenders (including New Lenders reasonably acceptable to the Administrative Agent) may from time to time agree that such Lenders shall incur Incremental Revolving Commitments or additional Revolving Commitments (collectively, the “New Revolving Commitments”) by executing and delivering to the Administrative Agent a New Revolving Commitment Activation Notice specifying (i) the amount of the Incremental Revolving Commitments or additional Revolving Commitments and (ii) the applicable New Revolving Commitment Closing Date.  Notwithstanding the foregoing, (1) (A) the aggregate amount of New Revolving Commitments plus the aggregate amount of Incremental Term Loans shall not exceed $250,000,000, (B) no New Revolving Commitments may be incurred if a Default would be in existence immediately before or after giving pro forma effect thereto and to any concurrent transactions and any substantially concurrent use of the proceeds thereof, and (C) after giving pro forma effect thereto and to any concurrent transactions, the Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10, and (2) unless otherwise agreed by the Administrative Agent, (A) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (B) no more than four New Revolving Commitment Activation Notices may be delivered by the Borrower after the Closing Date.  No existing Lender shall have any obligation to incur any New Revolving Commitments unless it agrees to do so in its sole discretion.

(b)The Borrower and any one or more Lenders (including New Lenders reasonably acceptable to the Administrative Agent) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Term Facility Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Term Facility Closing Date, (iii) the applicable Incremental Term Maturity Date, (iv) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.07(c), (v) the Applicable Rate for such Incremental Term Loans, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) if applicable, the manner in which prepayments of such Incremental Term Loans shall be applied to the installments thereof, and (viii) any other terms (including mandatory prepayment provisions, if any) applicable to such Incremental Term Loans acceptable to the Borrower and the Administrative Agent that are consistent with the terms of this Section 2.02(b) and Section 2.07(c).  Notwithstanding the foregoing, (1) (A) the aggregate amount of New Revolving Commitments plus the aggregate amount of Incremental Term Loans shall not exceed $250,000,000, (B) no Incremental Term Loans may be incurred if a Default would be in existence immediately before or after giving pro forma effect thereto and to any concurrent transactions and any substantially concurrent use of the proceeds thereof, (C) after giving pro forma effect thereto and to any concurrent transactions, the Consolidated Leverage Ratio shall be less than or equal to the Consolidated Leverage Ratio then required to be maintained by the Borrower pursuant to Section 6.10, and (D) the covenants and events of default applicable to any Incremental Term Loan shall be no more favorable to

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the Incremental Term Lenders (or more restrictive on the Borrower and its Restricted Subsidiaries) than those applicable to the Term Loans; and (2) unless otherwise agreed by the Administrative Agent, (A) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (B) no more than four Incremental Term Facility Activation Notices may be delivered by the Borrower after the Closing Date.   No existing Lender shall have any obligation to make any Incremental Term Loans unless it agrees to do so in its sole discretion.

(c)Any additional bank, financial institution or other entity which, with the consent of the Borrower, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.02(a) or 2.02(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and the other Credit Documents.

(d)Each Lender that is acquiring an additional Revolving Commitment on a New Revolving Commitment Closing Date shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the Revolving Lenders (other than such Lender and the other Lenders acquiring an additional Revolving Commitment) outstanding immediately prior to such New Revolving Commitment Closing Date, so that, after giving effect thereto, each Revolving Lender (including each Lender that is acquiring an additional Revolving Commitment) holds its Revolving Commitment Percentage of the Revolving Loans outstanding after giving effect to such New Revolving Commitment on such New Revolving Commitment Closing Date.  If there is a new Revolving Borrowing on such New Revolving Commitment Closing Date, the Revolving Lenders after giving effect to such New Revolving Commitments shall make such Revolving Loans in accordance with Section 2.01.

(e)The terms and provisions of (i) each Incremental Revolving Loan shall be identical to those of the Revolving Loans and (ii) each Incremental Term Loan shall be identical to those of the Term Loans, respectively, except as otherwise set forth herein or in the New Revolving Commitment Activation Notice or the Incremental Term Facility Activation Notice, as the case may be.  Each of the parties hereto hereby agrees that, upon the effectiveness of any New Revolving Commitment Activation Notice or Incremental Term Loan Facility Activation Notice, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the New Revolving Commitment Activation Notice and the Incremental Revolving Commitments or additional Revolving Commitments evidenced thereby, or the Incremental Term Facility Activation Notice and the Incremental Term Loans evidenced thereby, as the case may be, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments.

SECTION 2.03.   Procedure for Borrowing

(a)To request a Borrowing on any Business Day, the Borrower shall notify the Administrative Agent of such request by telephone (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time (x) not less than three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or (y) on the requested Borrowing Date, in the case of ABR Loans).  Each such telephonic borrowing request shall be irrevocable and shall be confirmed promptly in writing.  Each such telephonic and written borrowing request shall specify the amount, Facility and Type of Borrowing to be borrowed and the requested Borrowing Date.  Upon receipt of such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)If no election as to the Type of Borrowing is specified for a Borrowing, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any

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requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

SECTION 2.04.   Funding of Borrowings

(a)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.  The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City.

(b)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.04 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Loans.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.05.   Interest Elections

(a)Each Borrowing initially shall be of the Type specified in the applicable borrowing request, and each Eurocurrency Borrowing shall have an initial Interest Period as specified in such borrowing request.  Thereafter, the Borrower may elect to convert any Borrowing of any Class to a different Type or to continue such Borrowing as the same Type and may elect successive Interest Periods, all as provided in this Section 2.05.  The Borrower may elect different Types or Interest Periods, as applicable, with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the relevant Lenders holding the Loans comprising the relevant portion of such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)To make an election pursuant to this Section 2.05, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a request for a Borrowing would be required under Section 2.03, if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly in writing.

(c)Each telephonic and written Interest Election Request shall specify (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing), (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day, (iii) whether the resulting Borrowing is to be an ABR

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Borrowing or a Eurocurrency Borrowing, and (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.  If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each relevant Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as such for an Interest Period of one month.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.06.   Termination and Reduction of Commitments.

(a)The Borrower shall have the right, upon not less than one Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Outstanding Revolving Credits would exceed the Total Revolving Commitments.  Any such reduction shall be in an amount equal to an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the Revolving Commitments then in effect.

(b)The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the initial funding of the Term Loans in accordance with Section 2.01.

SECTION 2.07.   Repayment of Loans; Evidence of Debt

(a)The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate principal amount of all Term Loans outstanding in quarterly installments as follows (which installments shall be reduced as a result of the application of prepayments in accordance with Section 2.08), each such quarterly installment payment to be made on the last day of each March, June, September or December, as indicated below (or, if such day is not a Business Day, on the next preceding Business Day) (except for the final payment below, which shall be made on the Maturity Date):

Quarterly Installment Payment Date/Maturity Date	Term Loan Principal Amortization Payment Amount
December 31, 2011; March 31, 2012; June 30, 2012; September 30, 2012; and December 31, 2012	$	0
March 31, 2013; June 30, 2013; September 30, 2013; and December 31, 2013	$	6,250,000
March 31, 2014; June 30, 2014; September 30, 2014; and December 31, 2014	$	6,250,000
March 31, 2015; June 30, 2015; September 30, 2015; and December 31, 2015	$	12,500,000
March 31, 2016; June 30, 2016; and September 30, 2016	$	18,750,000
Maturity Date	$	343,750,000

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(b)The Borrower shall repay the then unpaid principal amount of each Revolving Loan on the Maturity Date.

(c)The Incremental Term Loans of each Incremental Term Lender shall mature in one or more installments as specified in the Incremental Term Facility Activation Notice pursuant to which such Incremental Term Loans were made, provided that except in the case of the final installment, (i) such installments shall be no more frequent than quarterly and (ii) the sum of such installments for all Incremental Term Loans shall not exceed, as a percentage of the aggregate principal amount borrowed under all outstanding Incremental Term Loans, 0% in 2012, 5% in 2013, 5% in 2014, 10% in 2015 and 15% in 2016.

(d)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(e)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the relevant Lenders and each relevant Lender’s share thereof.

(f)The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.07 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(g)Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.

SECTION 2.08.   Optional Prepayments; Mandatory Prepayments

(a)The Borrower may at any time and from time to time prepay Loans under any Facility, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 noon, New York City time, on the date of such notice, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and the Loans to be prepaid; provided that, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid.  Partial

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prepayments of Loans shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.  Any prepayments of Term Loans or Incremental Term Loans pursuant to this paragraph or of Term Loans pursuant to paragraph (c) below shall be applied on a pro rata basis to the remaining amortization payments under the relevant Facility.

(b)If at any time for any reason the amount of the total Outstanding Revolving Credits exceeds the Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans in an aggregate principal amount at least equal to the amount of such excess.

(c)The Borrower shall pay to the Administrative Agent for the benefit of the Term Lenders, as a prepayment of the principal of the Term Loans in accordance with Section 2.08(a), 100% of the net cash proceeds (up to the aggregate outstanding amount of the Term Loans) from any issuance or incurrence after the Closing Date of Indebtedness in the form of notes or term loans (i.e. term B loans) intended primarily for issuance to institutional investors, other than Incremental Term Loans.  There shall be no mandatory prepayments nor mandatory commitment reductions, in either case pursuant to this paragraph, in respect of the Revolving Facility.

SECTION 2.09.   Fees

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee in Dollars for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Revolving Fee Payment Date, commencing on the first such date to occur after the Closing Date.

(b)The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.175% per annum on the average daily amount of the LC Exposure of the Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as the fees agreed by the Issuing Bank and the Borrower with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees will be payable quarterly in arrears on each Revolving Fee Payment Date, commencing on the first such date to occur after the Closing Date; provided that any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand.  All (x) participation fees shall be computed on the basis of a year of 360 days and (y) fronting fees shall be computed on the basis of a year of 365/366 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(c)The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

(d)All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees, to the Revolving Lenders.  Fees paid shall not be refundable under any circumstances.  Unless otherwise expressly provided herein, all per annum fees shall be computed on the basis of a year of 365/366 days for actual days elapsed.

SECTION 2.10.   Interest

(a)The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)The Loans comprising each Eurocurrency Borrowing shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.10 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans under the relevant Facility as provided in paragraph (a) of this Section 2.10.

(d)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in addition, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.10 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Commitment Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.11.   Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or

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(b)the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and the Loans shall be converted to an ABR Borrowing and (ii) if any borrowing request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.12.   Increased Costs

(a)If any Change in Law shall:

(i)   impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (including any reserve for eurodollar funding that may be established or reestablished under Regulation D of the Board); or

(ii)   impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.12 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such

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Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e)Solely with respect to any Change in Law in respect of the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III, no Lender shall be entitled to request any payment pursuant to this Section 2.12 unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly situated borrowers.

SECTION 2.13.   Break Funding Payments.  In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.  In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits of a comparable amount and period from other banks in the eurocurrency market (but not less than the available LIBO rate quoted for the LIBO interest period equal to the period from the date of such event to the last day of the then current Interest Period, or if there is no such LIBO interest period, the lower of the LIBO rates quoted for the closest LIBO interest periods that are longer and shorter than such period).  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.14.   Taxes

(a)Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any

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payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.14) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (excluding penalties and interest attributable to actions or omissions of the Administrative Agent or such Lender), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.  The Borrower shall be entitled to contest with the relevant Governmental Authority, pursuant to applicable law and at its own expense, any Indemnified Taxes or Other Taxes that it is ultimately obligated to pay, and the Administrative Agent or Lender shall reasonably cooperate with any such contest.  This Section 2.14 shall not be construed to require the Administrative Agent or Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.  The Administrative Agent and each Lender shall give prompt notice of any Indemnified Taxes or Other Taxes imposed or asserted on it, provided however that the Administrative Agent or such Lender’s failure to give such prompt notice to the Borrower shall not constitute a defense to any claim for indemnification by the Administrative Agent’s or such Lender unless, and only to the extent that, such failure materially prejudices the Borrower.

(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent a copy, or if reasonably available to the Borrower a certified copy, of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to any payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation (including without limitation, Internal Revenue Service documentation such as a W8BEN or a W8ECI tax form) reasonably requested by the Borrower or the Administrative Agent to determine whether such Lender is subject to withholding or information reporting requirements.

(f)If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of or credit against any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.14, it shall pay over such refund or credit to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.14 with respect to the Taxes or Other Taxes giving rise to such refund or credit, and, with respect to a credit, only to the extent that such credit actually reduces the Taxes otherwise payable by such Lender or Administrative Agent for any completed year, with the determination of the extent to which such credit actually reduces the Taxes otherwise payable by such Lender or Administrative Agent to be made in the reasonable determination of such Administrative Agent or Lender), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority

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(but excluding any penalties, interest or other charges attributable to actions or omissions of the Administrative Agent or such Lender)) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund or credit to such Governmental Authority.  The Administrative Agent and each Lender will pursue any such refund or credit against Taxes or Other Taxes if the Administrative Agent or such Lender reasonably determines that it is likely to receive such refund or credit.  This Section 2.14 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

SECTION 2.15.   Pro Rata Treatment and Payments

(a)Each borrowing of Revolving Loans by the Borrower from the Revolving Lenders and any reduction of the Revolving Commitments of the Revolving Lenders shall be made pro rata according to the respective Revolving Commitments then held by the Revolving Lenders.  Each payment by the Borrower on account of any commitment fee or any letter of credit fee shall be paid ratably to the Revolving Lenders entitled thereto.

(b)Each prepayment by the Borrower on account of principal of the Loans under a Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans under such Facility then held by the Lenders.  All repayments of principal of the Loans at stated maturity or upon acceleration shall be allocated pro rata according to the respective outstanding principal amounts of the matured or accelerated Loans then held by the relevant Lenders.  All payments of interest in respect of the Loans under a Facility shall be allocated pro rata according to the outstanding interest payable on the Loans under such Facility then owed to the relevant Lenders.  Notwithstanding the foregoing, (A) any amount payable to a Defaulting Lender under this Agreement (whether on account of principal, interest, fees or otherwise but excluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.16 and Section 9.05) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated interest-bearing account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent: (1) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Issuing Bank hereunder (including amounts owed under Section 2.17(e) and Section 9.04(c)), (2) second, to the funding of any Revolving Loan or LC Disbursement required by this Agreement, as reasonably determined by the Administrative Agent, (3) third, if so determined by the Administrative Agent and Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (4) fourth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (5) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, and (B) if such payment is a prepayment of the principal amount of Revolving Loans, such payment shall be applied solely to prepay the Revolving Loans of all non-Defaulting Lenders pro rata (based on the amounts owing to each) prior to being applied to the prepayment of any Revolving Loan of any Defaulting Lender.

(c)All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time, on the date when due.  All payments received by the Administrative Agent after 2:00 p.m., New York City time, may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at, The Bank of Nova Scotia, Global Wholesale Services — Loan Operations, 720 King Street West, 2nd Floor, Toronto, Ontario, Canada M5V 2T3, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.04 shall be made directly to the Persons entitled thereto.  The Administrative Agent

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shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received.  If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

(d)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (subject to the rights of the Administrative Agent to hold and apply amounts to be paid to a Defaulting Lender in accordance with Section 2.15(b)) (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(e)If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

SECTION 2.16.   Mitigation Obligations; Replacement of Lenders

(a)If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender is a Defaulting Lender, or if any Lender provides a notice under Section 2.19, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.05), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall

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have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments.  A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c)If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.02 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Revolving Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that: (a) all amounts owing to such Non-Consenting Lender being replaced (other than principal and interest) shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.05.

SECTION 2.17.   Letters of Credit.

(a)General.  Subject to the terms and conditions set forth herein, the Borrower (but not any of its Restricted Subsidiaries) may apply for and request that standby letters of credit be issued under this Agreement for its own account or the account of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time up to but excluding the date that is five Business Days prior to the Revolving Termination Date.  In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.17), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.  If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit.  A Letter of Credit shall be issued, amended, renewed or extended only if, after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $50,000,000, and (ii) the amount of the total Outstanding Revolving Credits shall not exceed the Total Revolving Commitments.

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(c)Expiration Date.  Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

(d)Participations.  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Revolving Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.17, or of any reimbursement payment required to be refunded to the Borrower for any reason.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)Reimbursement.  If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing.  If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Revolving Commitment Percentage thereof.  Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Revolving Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.04 with respect to Loans made by such Revolving Lender (and Section 2.04 shall apply, mutatis mutandis, to such payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear.  Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f)Obligations Absolute.  The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.17 shall be absolute, unconditional and

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irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.17, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that reimbursement obligations of the Borrower with respect to a Letter of Credit may be subject to avoidance by the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower or any Restricted Subsidiary that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  Neither the Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)Disbursement Procedures.  The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.  The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(h)Interim Interest.  If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date set forth in paragraph (e) of this Section 2.17, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is required to be reimbursed to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum set forth in Section 2.10(c)(ii).  Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.17 to

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reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

(i)Replacement of the Issuing Bank.  The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.  The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank.  At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.09(b).  From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to include such successor and any previous Issuing Bank, or such successor and all previous Issuing Banks, as the context shall require.  After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j)Cash Collateralization.  If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII.  Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement with respect to the Revolving Facility.  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.  Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement with respect to the Revolving Facility.  If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 2.18.   Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)Fees shall cease to accrue on the Available Revolving Commitment of such Defaulting Lender pursuant to Section 2.09(a).

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(b)The Revolving Commitment, Incremental Revolving Commitments, Outstanding Revolving Credit, Term Loans, Incremental Revolving Loans and Incremental Term Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any vote requiring the consent of the Required Lenders to any amendment, waiver or other modification pursuant to Section 9.02 or Section 9.03); provided, however, that this Section 2.18(b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification of the type described in clauses (i) through (vi) of Section 9.02(b).

(c)If any Letters of Credit exist at the time such Lender becomes a Defaulting Lender then:

(i)Such Defaulting Lender’s LC Exposure shall be reallocated among the non-Defaulting Lenders with Revolving Commitments in accordance with their respective Revolving Commitment Percentages (but excluding the Revolving Commitments of all the Defaulting Lenders from both the numerator and the denominator) but only to the extent (x) the amount of such Defaulting Lender’s then current LC Exposure to be reallocated to (A) any such non-Defaulting Lender does not exceed the total of such non-Defaulting Lender’s Available Revolving Commitment immediately prior to such reallocation and (B) all such non-Defaulting Lenders does not exceed the total of all such non-Defaulting Lenders’ Available Revolving Commitments immediately prior to such reallocation, (y) the representations and warranties of each Credit Party set forth in the Credit Documents to which it is a party are true and correct at such time, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date), and (z) no Default shall have occurred and be continuing at such time;

(ii)If the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, within one Business Day following notice by the Administrative Agent, cash collateralize for the benefit of the Issuing Bank such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as any Letters of Credit are outstanding;

(iii)If the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized by the Borrower;

(iv)If LC Exposures of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.09(a) and Section 2.09(b) shall be adjusted to reflect such non-Defaulting Lenders’ LC Exposure as reallocated; and

(v)If any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.09(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated.

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(d)So long as such Defaulting Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related LC Exposure will be 100% covered by the Available Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.18(c)(ii), and the LC Exposure in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.18(c)(i) (and such Defaulting Lender shall not participate therein).

The rights and remedies against a Defaulting Lender under this Agreement are in addition to other rights and remedies that the Borrower may have against such Defaulting Lender with respect to any funding default (including, for the avoidance of doubt, rights and remedies under Section 2.16(b)) and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default.  In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Revolving Loans shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitments and, on such date, such Lender shall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Revolving Commitment Percentage.  Except as set forth in this Agreement, the Borrower shall not be excused from its obligations under this Agreement and the other Credit Documents to which it is a party as a result of any Lender becoming a Defaulting Lender.

SECTION 2.19.   Illegality.  If any Lender determines that as a result of a Change in Law it has become unlawful for any Lender or its applicable lending office to make, maintain or fund Eurocurrency Loans, or to determine or charge interest rates based upon the LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or convert all Eurocurrency Loans of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.  Each Lender agrees to designate a different lending office, if any exists, if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01.   Organization; Powers.  Each of the Borrower, its Material Subsidiaries and the Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

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SECTION 3.02.   Authorization; Enforceability.  The Transactions (excluding use of proceeds) are within the corporate or other organizational powers of the Loan Parties and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder or member action.  Each Loan Document has been duly executed and delivered by each Loan Party party thereto and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03.   Governmental Approvals; No Conflicts.  The Transactions (excluding use of proceeds) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.12, (b) will not violate any applicable law or regulation applicable to the Borrower or any of its Material Subsidiaries or the charter, by-laws or other organizational documents of the Borrower or any of its Material Subsidiaries or any order of any Governmental Authority applicable to the Borrower or any of its Material Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Material Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries (other than Liens created by the Pledge Agreement).

SECTION 3.04.   Financial Position.  The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of operations, member’s interest and cash flows as of and for (a) the fiscal years ended December 31, 2010 and 2009 reported on by KPMG, independent public accountants and (b) the two fiscal quarter period ended June 30, 2011.  Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above.

SECTION 3.05.   Properties

(a)Each of the Borrower and its Material Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b)Each of the Borrower and its Material Subsidiaries owns, or is licensed to use, all Intellectual Property used by such entities, and the use thereof by the Borrower and its Material Subsidiaries does not infringe upon the rights of any other Person, except for any such Intellectual Property or infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06.   Litigation and Environmental Matters

(a)There are no actions, suits or proceedings (including labor matters) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably

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be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions (excluding use of proceeds).

(b)Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c)Since the Closing Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.

SECTION 3.07.   Compliance with Laws and Agreements.  Each of the Borrower and its Material Subsidiaries is in compliance with all laws, regulations and orders (including labor laws, regulations and orders) of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.  No Default has occurred and is continuing.

SECTION 3.08.   Investment Company Status.  Neither the Borrower nor any of its Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09.   Taxes.  Each of the Borrower and its Material Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Material Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10.   ERISA.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which, if it were to become due, would cause a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which, if it were to become due, would cause a Material Adverse Effect.

SECTION 3.11.   Disclosure.  To the best of the Borrower’s knowledge, as of the Closing Date, neither the CIM nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which

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they were made, not misleading; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the Closing Date.

SECTION 3.12.   Pledge Agreement.  The Pledge Agreement is effective (except upon the occurrence and continuation of a Collateral Release) to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein.  In the case of the certificated pledged stock constituting securities described in the Pledge Agreement, when stock certificates representing such pledged stock are delivered to the Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Pledge Agreement, when financing statements specified on Schedule 3.12 in appropriate form are filed in the offices specified on Schedule 3.12, the Pledge Agreement shall constitute (as of the Closing Date) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral to the extent perfection of such security interest can be perfected by control of securities or the filing of financing statement, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens expressly permitted by Section 6.02).

SECTION 3.13.   Material Domestic Subsidiaries; Subsidiary Guarantee.  All Material Domestic Subsidiaries are party to the Subsidiary Guarantee, and, except upon the occurrence and during the continuation of a Collateral Release, the Borrower and all Restricted Subsidiaries holding Equity Interests in the Material Domestic Subsidiaries are party to the Pledge Agreement.

SECTION 3.14.   Insolvency.  Neither the Borrowings under this Agreement nor the execution, delivery and performance of the Loan Documents render or will render the Loan Parties on a consolidated basis, insolvent or unable to pay their debts as they become due (after giving effect to common law rights of contribution).  On the Closing Date, no Loan Party is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidating of all or a substantial portion of its property (other than the dividend contemplated to be made shortly following the Closing Date), and no Loan Party has any knowledge of any Person contemplating the filing of any such petition against such Loan Party.

SECTION 3.15.   Use of Proceeds.  The Loans made within three Business Days after the Closing Date shall be used (a) to make Restricted Payments to LMC and its Subsidiaries, (b) to finance the working capital needs and general corporate purposes of the Borrower and its Subsidiaries, and (c) in the case of the Term Loans, to pay fees and expenses associated with the Facilities.

SECTION 3.16.   Sanctions.  None of the Borrower or its Subsidiaries, nor, to the knowledge of the Borrower, any of their respective directors or senior officers is a Restricted Party.  None of the Loan Parties is in breach of any Sanctions.

ARTICLE IV

Conditions

SECTION 4.01.   Closing Date.  The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)The Administrative Agent (or its counsel) shall have received (including by telecopy or email transmission) (i) from each Loan Party party to the relevant Loan Document, a counterpart of such Loan Document signed on behalf of such Loan Party, (ii) from each Credit Party

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party thereto, a counterpart of the LMC Pledge Agreement signed on behalf of such Credit Party and (iii) an Acknowledgement and Consent in the form attached to the LMC Pledge Agreement, executed and delivered by the Borrower, and each such document shall be in full force and effect.

(b)The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of Sherman & Howard L.L.C., special counsel for the Credit Parties, substantially in the form of Exhibit B.  The Borrower hereby requests such counsel to deliver such opinion.

(c)The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions (excluding use of proceeds) and any other legal matters relating to the Credit Parties, this Agreement or the Transactions (excluding use of proceeds), including a certificate of each Credit Party substantially in the form of Exhibit F, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d)The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (a) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct as of the Closing Date and (b) as of the Closing Date, no Default has occurred and is continuing.

(e)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(f)Since December 31, 2010, there shall have been no event that has had or would reasonably be expected to have a Material Adverse Effect.

(g)The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.

(h)The Collateral Agent shall have received the certificates representing the Equity Interests pledged pursuant to each of the Pledge Agreement and the LMC Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.

(i)Each Uniform Commercial Code financing statement or other filing required by the Pledge Agreement and the LMC Pledge Agreement shall be in proper form for filing.

(j)All governmental and third party approvals necessary in connection with the financing contemplated by this Agreement shall have been obtained and shall be in full force and effect.  Each Credit Party shall have provided the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including without limitation, the Patriot Act.

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

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SECTION 4.02.   Each Credit Event.  The obligation of each Lender to make a Loan on the occasion of any Borrowing  (other than a continuation or conversion of an existing Borrowing) and the obligation of the Issuing Bank to issue any Letter of Credit is subject to the satisfaction of the following conditions:

(a)The representations and warranties of any Credit Party set forth in the Credit Documents to which it is a party shall be true and correct on and as of the date of such Borrowing, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date).

(b)At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

(c)The Administrative Agent or Issuing Bank shall have received a borrowing notice in accordance with Section 2.03 or a Letter of Credit request in accordance with Section 2.17(b), as applicable.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower or other applicable Credit Party on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit have expired or been cash collateralized, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01.   Financial Statements; Other Information.  The Borrower will furnish to the Administrative Agent and each Lender:

(a)within 120 days after the end of each fiscal year of the Borrower (or, if earlier, no later than five Business Days after the latest date on which applicable Requirements of Law require the relevant financial statements to be made publicly available), its audited consolidated balance sheet and related consolidated statements of operations, member’s interest and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and a consolidating schedule showing (i) the Borrower, (ii) Restricted Subsidiaries and (iii) Unrestricted Subsidiaries in separate columns with a total column reconciling to the consolidated financial statements;

(b)within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, no later than five Business Days after the latest date on which applicable Requirements of Law require the relevant financial statements to be made publicly available), its consolidated balance sheet as of the end of such fiscal quarter, consolidated statements of operations for each such fiscal quarter and the then elapsed portion of the fiscal year, consolidated statement of

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member’s interest and consolidated statement of cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and a consolidating schedule showing (i) the Borrower, (ii) Restricted Subsidiaries and (iii) Unrestricted Subsidiaries in separate columns with a total column reconciling to the consolidated financial statements;

(c)concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.10, (iii) stating whether any change in GAAP or in the application thereof that materially affects such financial statements has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) setting forth a description of any change in the jurisdiction of organization of the Borrower or any Material Domestic Subsidiary since the date of the most recent certificate delivered pursuant to this paragraph (c) (or, in the case of the first such certificate so delivered, since the Closing Date) and (v) setting forth a calculation in reasonable detail indicating which Domestic Subsidiaries are Material Domestic Subsidiaries;

(d)concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e)promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be;

(f)promptly following receipt thereof, copies of any documents described in Section 101(k) or 101(l) of ERISA that the Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan then, upon reasonable request of the Administrative Agent, the Borrower and/or its ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent (on behalf of each requesting Lender) promptly after receipt thereof; and

(g)promptly following any reasonable request therefor, such other information (including, without limitation, information required by the Patriot Act) regarding the operations, business affairs and financial position of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02.   Notices of Material Events.  The Borrower will furnish to the Administrative Agent for delivery to each Lender prompt written notice of the following:

(a)the occurrence of any Default;

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(b)the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Restricted Subsidiary thereof as to which there is a reasonable possibility of an adverse determination, that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(c)the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of the Borrower or its Restricted Subsidiaries in an amount which would constitute a Material Adverse Effect; and

(d)any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03.   Existence; Conduct of Business.  The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04.   Payment of Obligations.  The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05.   Maintenance of Properties; Insurance.  The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies or in accordance with acceptable self insurance practices, insurance in such amounts and against such risks as are customarily maintained by companies of similar size engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06.   Books and Records; Inspection Rights.  The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.  The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, provided that such visits, inspections, examinations and discussions shall, so long as no Default has occurred and is continuing, take place no more often than one time per fiscal quarter on a date to be determined by, and shall be coordinated by, the Borrower and the Administrative Agent.

SECTION 5.07.   Compliance with Laws.  The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations (including ERISA and Environmental Laws) and orders of any Governmental Authority applicable to it or its property, including as to use of

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proceeds, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08.   Use of Proceeds.  The proceeds of the Loans shall be used exclusively as follows:

(a)in the case of the Term Loans and Incremental Term Loans, (i) to make Restricted Payments to its equity holders, (ii) to pay fees and expenses associated with the Facilities, and (iii) to finance the working capital needs and general corporate purposes of the Borrower and its Subsidiaries; and

(b)in the case of the Revolving Loans and Incremental Revolving Loans, (i) to make Restricted Payments to its equity holders, and (ii) to finance the working capital needs and general corporate purposes of the Borrower and its Subsidiaries.

Any term or provision of this Agreement to the contrary notwithstanding, (x) no part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X, and (y) the proceeds of the Loans shall not be used, directly or indirectly, to make a loan or other advance to, in connection with any investment in, or otherwise for the purpose of supporting the activities or business of any Restricted Party.

SECTION 5.09.   Additional Guarantors and Collateral.  With respect to any Person that becomes a Material Domestic Subsidiary after the Closing Date, the Borrower will promptly (i) (A) cause such Material Domestic Subsidiary to become a party to the Subsidiary Guarantee, (B) except upon the occurrence and continuation of a Collateral Release, cause each Restricted Subsidiary holding Equity Interests in such Material Domestic Subsidiary that is not a party to the Pledge Agreement to become a party to the Pledge Agreement and file Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the Pledge Agreement, and (C) cause such Material Domestic Subsidiary to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in the form of Exhibit F, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

SECTION 5.10.   Further Assurances.  From time to time hereafter, the Borrower will, and will cause each of its Restricted Subsidiaries to, execute and deliver or cause to be executed and delivered, such additional instruments, certificates and documents, and take all such actions, as the Administrative Agent shall reasonably request for the purpose of implementing or effectuating the provisions of this Agreement and the other Credit Documents, and upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to this Agreement or any of the other Credit Documents which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, exercise and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may be so required to obtain.

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ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or have been cash collateralized, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01.   Indebtedness.  The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a)Indebtedness incurred under the Loan Documents;

(b)Pari Passu Indebtedness, so long as after giving pro forma effect to the incurrence of such Pari Passu Indebtedness and any substantially concurrent use of the proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with Section 6.10;

(c)Capital Lease Obligations, so long as after giving pro forma effect to the incurrence of such Capital Lease Obligations and any substantially concurrent use of the proceeds thereof, (i) subject to the last sentence in this Section 6.01, the aggregate principal amount of Capital Lease Obligations outstanding at any time does not exceed $150,000,000, (ii) no Default shall have occurred and be continuing and (iii) the Borrower shall be in compliance with Section 6.10;

(d)Indebtedness of the Borrower that is not secured by any Lien on the assets of the Borrower or of any Restricted Subsidiary so long as after giving pro forma effect to the incurrence of such Indebtedness and any substantially concurrent use of the proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with Section 6.10;

(e)Priority Indebtedness so long as after giving pro forma effect to the incurrence of such Priority Indebtedness and any substantially concurrent use of the proceeds thereof, (i) subject to the last sentence in this Section 6.01, without duplication the aggregate principal amount of Priority Indebtedness outstanding at any time does not exceed $225,000,000, (ii) no Default shall have occurred and be continuing and (iii) the Borrower shall be in compliance with Section 6.10; and

(f)Guarantees by any Restricted Subsidiary of any Indebtedness permitted pursuant to clauses (a) through (e) above, in each case so long as in the case of clauses (b) and (d) above the Obligations are guaranteed by such Restricted Subsidiary to at least the same extent.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01.

SECTION 6.02.   Liens.  The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a)Permitted Encumbrances;

(b)any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Closing Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to

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any other property or asset of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Closing Date and any Refinancing Indebtedness in respect thereof;

(c)any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any Refinancing Indebtedness in respect thereof;

(d)Liens securing Indebtedness of the Borrower or any Restricted Subsidiary (including Capital Lease Obligations) incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, and (ii) such Liens do not at any time encumber any of its existing property other than the property financed by such Indebtedness;

(e)Liens created by the Pledge Agreement or otherwise securing the Obligations;

(f)Liens securing Indebtedness permitted pursuant to Section 6.01(b), so long as, in each case, the Obligations are secured equally and ratably with (or better than) such Liens;

(g)Liens securing Indebtedness permitted pursuant to Section 6.01(e); and

(h)Liens securing Guarantees permitted pursuant to Section 6.01(f) other than Guarantees of Indebtedness permitted pursuant to Section 6.01(d); provided that, with respect to any such Liens securing Guarantees of Indebtedness permitted pursuant to Section 6.01(b), the Obligations are secured equally and ratably with (or better than) such Liens.

SECTION 6.03.   Fundamental Changes.  (a)  The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary or which is permitted as a Disposition under Section 6.04, (iii) any Restricted Subsidiary may Dispose of its assets and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries to the Borrower or to another Restricted Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (iv) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

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(b)The Borrower will not, and will not permit any of its Restricted Subsidiaries to, change its line of business from the lines of business conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement (other than businesses incidental or related thereto).

SECTION 6.04.   Disposition of Property.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, Dispose of any of its property (other than to the Borrower or any Restricted Subsidiary), whether now owned or hereafter acquired other than inventory and obsolete or worn out property in the ordinary course of business and accounts receivable in connection with the collection thereof, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s capital stock to any Person, unless at the time of such Disposition, issuance or sale (or, if earlier, the date of the commitment to enter into such transaction) and after giving pro forma effect thereto and to the use of the proceeds thereof, (a) no Default shall have occurred and be continuing and (b) the Borrower shall be in compliance with Section 6.10.

SECTION 6.05.   Restricted Payments.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its membership interests, (b) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, management, employees or consultants of the Borrower and its Restricted Subsidiaries, and (d) the Borrower may make payments to its equity holders to pay any taxes that would be due and payable by the Borrower and its Restricted Subsidiaries if the Borrower were a separate taxpayer (including, for the avoidance of doubt, during the continuation of a Default); provided that, both before and after giving pro forma effect to such Restricted Payment in any of clauses (a) through (c) above, no Default shall have occurred and be continuing.  Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall be permitted to declare and make and agree to pay and pay Restricted Payments, provided that both before and after giving pro forma effect to such Restricted Payment, (i) no Default shall have occurred and be continuing and (ii) the Consolidated Leverage Ratio shall be less than or equal to 4.00 to 1.00.

SECTION 6.06.   Transactions with Affiliates.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions (including amendments or modifications to prior or existing transactions) with, any of its Affiliates, except (a) for transactions at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Restricted Subsidiaries not involving any other Affiliate, (c) pursuant to Stock Compensation Plans, (d) any Restricted Payment permitted by Section 6.05 or Investment permitted by Section 6.11 and (e) ordinary course overhead arrangements in which the Borrower’s parent and any of its Subsidiaries or the Borrower and any of its Subsidiaries participate.

SECTION 6.07.   Changes in Fiscal Periods.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, change its fiscal year to end on a day other than December 31 or change its method of determining fiscal quarters.

SECTION 6.08.   Sales and Leasebacks.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person providing for the leasing by the Borrower or any Restricted Subsidiary of real or personal property that has been or is to be sold or transferred by the Borrower or any Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental

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obligations of the Borrower or any Restricted Subsidiary unless (i) the lease in such arrangement is a capital lease (as determined based on GAAP as of the Closing Date) and such capital lease may be entered into at such time pursuant to Section 6.01 and 6.02 or (ii) the lease in such arrangement is not a capital lease and the aggregate proceeds from such arrangement and other such arrangements since the Closing Date do not exceed $75,000,000; provided that both before and after giving pro forma effect to such arrangement, (i) no Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with Section 6.10.

SECTION 6.09.   Clauses Restricting Subsidiary Distributions.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any capital stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other investments in, the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the capital stock or assets of such Restricted Subsidiary, (iii) restrictions under any agreement governing Capital Lease Obligations or Priority Indebtedness permitted by Section 6.01, (iv) restrictions under any agreement listed on Schedule 6.09 and any replacement or refinancing of such agreement, in each case so long as the aggregate amount of the Indebtedness incurred under the relevant agreement or any replacement or refinancing thereof is not increased above the amount outstanding on the Closing Date and the relevant restrictions are not made more restrictive after the Closing Date, (v) restrictions under any agreement of any Person that becomes a Restricted Subsidiary after the Closing Date that existed prior to the time such Person became a Restricted Subsidiary, provided that such restrictions are not created in contemplation of or in connection with such acquisition, and any replacement or refinancing thereof so long as the restrictions are not made more restrictive, (vi) customary non-assignment provisions contained in any contract or lease that restrict transfer of such contract or lease, and (vii) customary provisions in partnership agreements, limited liability company organizational documents, joint venture agreements, shareholder agreements and similar agreements with respect to non-Affiliated Persons that restrict the transfer of Equity Interests in such partnership, limited liability company, joint venture, corporation or similar entity.

SECTION 6.10.   Financial Covenants

(a)The Borrower will not permit the Consolidated Leverage Ratio as at any day during any period set forth below to be more than the ratio set forth below opposite such period:

Period	Consolidated Leverage Ratio
Closing Date through December 31, 2013	4.75 to 1.00
Thereafter	4.25 to 1.00

(b)Commencing on (and including) the Closing Date, the Borrower will not permit the Consolidated Interest Coverage Ratio as at any day to be less than 2.75 to 1.00.

SECTION 6.11.   Investments.  The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any Person (all of the foregoing, “Investments”), except:

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(a)extensions of trade credit and credit to customers in the ordinary course of business;

(b)Investments in Cash Equivalents;

(c)loans and advances to employees of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding;

(d)Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary;

(e)Investments (other than Investments directly or indirectly in Unrestricted Subsidiaries) made at any time if, after giving pro forma effect thereto, (i) the Borrower shall be in compliance with Section 6.10 and (ii) no Default shall have occurred and be continuing;

(f)Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed $150,000,000 during the term of this Agreement (starting on the Closing Date), determined net of any cash recoveries actually received in respect of such Investments (it being understood that, if an Unrestricted Subsidiary becomes a Restricted Subsidiary, there will be deemed to have occurred a cash recovery of all Investments made in such Subsidiary on or after the Closing Date); provided that after giving pro forma effect to each such Investment, (i) the Borrower shall be in compliance with Section 6.10 and (ii) no Default shall have occurred and be continuing;

(g)Investments resulting in the acquisition of Equity Interests or assets constituting a business unit of another Person (including by way of merger), in each case using consideration consisting of Equity Interests of a Restricted Subsidiary (it being understood that other forms of consideration may also be used in connection with such Investment to the extent of availability under clause (h) below), so long as (i) in the case of an acquisition of Equity Interests of a Person, such Person becomes a Restricted Subsidiary or (ii) in the case of an acquisition of assets other than Equity Interests, such assets are acquired by a Restricted Subsidiary; provided that after giving pro forma effect to each such Investment, (i) the Borrower shall be in compliance with Section 6.10 and (ii) no Default shall have occurred and be continuing; and

(h)in addition to Investments otherwise expressly permitted by Section 6.11(a) through (g), Investments in an aggregate amount not to exceed $50,000,000 during the term of this Agreement (starting on the Closing Date), determined net of any cash recoveries actually received in respect of such Investments, provided that after giving pro forma effect to each such Investment, (i) the Borrower shall be in compliance with Section 6.10 and (ii) no Default shall have occurred and be continuing.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a)the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

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(b)the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c)any representation or warranty made or deemed made by or on behalf of the Borrower or any other Credit Party in this Agreement or any other Credit Document or any amendment, modification or waiver in respect thereof, or in any certificate or in or as to any financial statements furnished pursuant to this Agreement or any other Credit Document or any amendment, modification or waiver in respect thereof, shall prove to have been incorrect in any material respect when made or deemed made;

(d)any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08, in Article VI or in Section 4.05 of the Pledge Agreement, or any Pledgor (as defined in the LMC Pledge Agreement) shall fail to observe or perform any covenant, condition or agreement contained in Section 4.05 of the LMC Pledge Agreement;

(e)any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Credit Document to which it is a party (other than those specified in clause (a), (b), (c) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f)the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after any applicable grace period therefor;

(g)any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)the Borrower or any Restricted Subsidiary shall (i) generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due, (ii) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (iii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iv) apply for or consent to the appointment

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of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (v) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (vi) make a general assignment for the benefit of creditors or (vii) take any action for the purpose of effecting any of the foregoing;

(j)one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment;

(k)an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(l)(i) any Unrestricted Subsidiary shall fail to satisfy customary formalities with respect to organizational separateness, including, without limitation, (A) the maintenance of separate books and records and (B) the maintenance of separate bank accounts in its own name, or (ii) any Unrestricted Subsidiary, the Borrower or any of its Restricted Subsidiaries shall (x) commingle any money or other assets of any Unrestricted Subsidiary with any money or other assets of the Borrower or any of its Restricted Subsidiaries other than pursuant to normal cash management operations with its Affiliates or (y) take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational existence of each Unrestricted Subsidiary from the Borrower and its Restricted Subsidiaries being ignored under any circumstance;

(m)the Pledge Agreement shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by the Pledge Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby (except, in each case, in accordance with Section 9.15 or the Pledge Agreement);

(n)the Subsidiary Guarantee shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert;

(o)the LMC Pledge Agreement shall cease, for any reason, to be in full force and effect, or any Credit Party or any Affiliate of any Credit Party shall so assert, or any Lien created by the LMC Pledge Agreement shall cease to be enforceable and of the same effect and priority purported to be created thereby, or any Person acquiring Equity Interests in the Borrower in a Subject Transaction shall, prior to or simultaneously with the consummation of such Subject Transaction, fail to pledge such Equity Interests to the extent then pledged under the LMC Pledge Agreement pursuant to a pledge agreement in the form of the LMC Pledge Agreement or as otherwise acceptable to the Administrative Agent in its sole discretion (except, in each case, in accordance with Section 9.15 or the LMC Pledge Agreement);

(p)any Lien is created, incurred, assumed or permitted to exist on any Equity Interests of the Borrower other than (i) Permitted Encumbrances described in clauses (a), (b) and (e) of the definition of “Permitted Encumbrances”, (ii) Liens securing the Obligations and (iii) Liens securing other Indebtedness of any Loan Party so long as the Obligations are secured equally and ratably with (or better than) such Liens;

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(q)any Lien is created, incurred, assumed or permitted to exist on any Equity Interests of any Material Domestic Subsidiary other than (i) Permitted Encumbrances described in clauses (a), (b) and (e) of the definition of “Permitted Encumbrances”, (ii) Liens securing the Obligations and (iii) Liens securing Pari Passu Indebtedness (and Liens securing Guarantees thereof permitted by Section 6.01); or

(r)a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times:  (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable during the continuation of such event) by the Borrower, and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind (other than notice from the Administrative Agent), all of which are hereby waived by the Borrower and (iii) require all outstanding Letters of Credit to be cash collateralized in accordance with Section 2.17(j); and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Administrative Agent

SECTION 8.01.   Appointment and Authorization.  Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Credit Documents, together with such actions and powers as are reasonably incidental thereto.

SECTION 8.02.   Administrative Agent and Affiliates.  The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Restricted Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

SECTION 8.03.   Action by Administrative Agent.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and the other Credit Documents.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section

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9.02 or 9.03), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 or 9.03) or otherwise, in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Credit Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Credit Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Credit Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or in any other Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 8.04.   Consultation with Experts.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05.   Delegation of Duties.  The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

SECTION 8.06.   Successor Administrative Agent.  Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower.  Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in the United States, or an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.04 shall continue in effect for

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the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

SECTION 8.07.   Credit Decision.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document, any related agreement or any document furnished hereunder or thereunder.

SECTION 8.08.   Joint Lead Arrangers; Joint Bookrunners; Syndication Agent; Documentation Agents.  Notwithstanding anything to the contrary herein, none of the Joint Lead Arrangers, Joint Bookrunners, Syndication Agent or Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, if applicable, as the Administrative Agent, the Collateral Agent, a Lender or an Issuing Bank.

ARTICLE IX

Miscellaneous

SECTION 9.01.   Notices.  (a)  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy) (unless otherwise specifically permitted in this Agreement), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy or telephone notice, if received during normal business hours, when received, and otherwise on the next Business Day thereafter, addressed as follows in the case of the Borrower and the Administrative Agent (except for routine correspondence, with a copy to Allen & Overy LLP, which shall not constitute notice), and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

Borrower:	Starz, LLC
	8900 Liberty Circle
	Englewood, Colorado 80112
	Attention: Treasurer
	Telecopy: (720) 852-2501
With copies to:	Starz, LLC
	8900 Liberty Circle
	Englewood, Colorado 80112
	Attention: General Counsel
	Telecopy: (720) 852-6279
	Liberty Media Corporation
	12300 Liberty Boulevard
	Englewood, Colorado 80112
	Attention: Treasurer
	Telecopy: (720) 875-5915

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Administrative Agent:	The Bank of Nova Scotia
	Global Wholesale Services — Loan Operations
	720 King Street West, 2nd Floor
	Toronto, Ontario, Canada M5V 2T3
	Attention: U.S. Agency Loan Operations
	Telecopy: (212) 225-5708
With a copy to:	Allen & Overy LLP
	1221 Avenue of the Americas
	New York, New York 10020
	Attention: Mark Wojciechowski, Esq.
	Telecopy: (212) 610-6399

(b)Notices, financial statements and similar deliveries and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent (including by posting on Intralinks); provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

SECTION 9.02.   Waivers; Amendments

(a)No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Commitment, or extend the Maturity Date, in each case without the written consent of each Lender directly affected thereby, (iv) change Section 2.15 in a manner that would alter the pro rata distribution or sharing of payments required thereby or any provision requiring the pro rata funding of Loans, without the written consent of each Lender, (v) increase the Consolidated Leverage Ratio set forth in Section 9.15(b) or Section 9.15(c) without the written consent of each Lender directly affected thereby, (vi) change or waive any of the

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provisions of this Section 9.02(b) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder, without the written consent of each Lender, (vii) amend or waive any provision that by its terms adversely affects the rights of the Lenders under the Term Facility, the Revolving Facility, any Incremental Revolving Facility or any Incremental Term Facility, as the case may be, with respect to payments to be made to such Lenders under any such Facility (“Affected Lenders”) in a manner different from the rights of other Lenders under other Facilities without the written consent of more than 50% in interest of the Affected Lenders in such Facility or (viii) waive any of the conditions in Section 4.02 in respect of any Borrowing of Revolving Loans without the consent of the Revolving Lenders holding more than 50% of the Revolving Commitments; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder without the prior written consent of the Administrative Agent or such Issuing Bank.

(c)Notwithstanding the foregoing paragraphs of this Section 9.02, this Agreement may be amended with the written consent of the Required Lenders, the Extending Lenders (as defined below), the Administrative Agent and the Borrower to extend the maturity of the Revolving Loans and Revolving Commitments with respect to one or more Revolving Lenders (each such Lender, an “Extending Lender”).

(d)The Revolving Commitments and any Loans held by LMC and its Subsidiaries (collectively, the “Affiliated Lenders”) shall be deemed to be voted with the majority of the non-Affiliated Lenders voting on any proposed amendment, waiver or modification (including in the event of a bankruptcy or insolvency of the Borrower) in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to this Section 9.02 or Section 9.03); provided that the provisions in this sentence shall not apply to the vote of an Affiliated Lender in the case of an amendment, waiver or other modification effecting (i) an increase or extension of such Affiliated Lender’s Revolving Commitment or (ii) the reduction or excuse of the principal amount of, or interest or fees payable on, such Affiliated Lender’s Loans or the postponement of the scheduled date of payment of such principal amount, interest or fees to such Affiliated Lender or (iii) a change in any provision of this paragraph (d).  Affiliated Lenders may not receive information provided solely to Lenders by the Administrative Agent or any Lender, and may not attend or participate in Lender meetings not attended by the Borrower.  Each Affiliated Lender hereby expressly and irrevocably waives, for the benefit of the Administrative Agent and the Lenders, any principles or provisions of law (including as set forth in any debtor relief law, statutory or otherwise) which are or might be in conflict with the terms of this clause (d) and any legal or equitable discharge of such Affiliated Lender’s obligations under this clause (d).

SECTION 9.03.   Waivers; Amendments to Other Credit Documents.  (a)  No failure or delay by the Administrative Agent or any Lender in exercising any right or power under the Subsidiary Guarantee, the Pledge Agreement or the LMC Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders under the Subsidiary Guarantee, the Pledge Agreement and the LMC Pledge Agreement are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of the Subsidiary Guarantee, the Pledge Agreement or the LMC Pledge Agreement or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.03, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

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(b)Neither the Subsidiary Guarantee, the Pledge Agreement, the LMC Pledge Agreement nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each affected Credit Party and, except in the case of amendments to the Pledge Agreement described in Section 7.01(b) thereof or amendments to the LMC Pledge Agreement described in Section 7.01(b) thereof, the Required Lenders or by the affected Credit Party and the Administrative Agent with the consent of the Required Lenders (except in the case of amendments to the Pledge Agreement described in Section 7.01(b) thereof or amendments to the LMC Pledge Agreement described in Section 7.01(b) thereof); provided that no such agreement shall release all or substantially all of the Collateral or all or substantially all of the LMC Collateral (in each case except as provided in Section 9.15), release all or substantially all of the Material Domestic Subsidiaries as Subsidiary Guarantors or change any of the provisions of this Section 9.03(b), in each case without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent under the Subsidiary Guarantee, the Pledge Agreement or the LMC Pledge Agreement without the prior written consent of the Collateral Agent.

SECTION 9.04.   Expenses; Indemnity; Damage Waiver

(a)The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent and the Arranger incurred in connection with the syndication of the Facilities and the preparation, execution, delivery, administration, amendment or waiver of the Loan Documents (including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Arranger), and (ii) all reasonable out-of-pocket expenses of the Administrative Agent and the Lenders (including the fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders and, if necessary, one local counsel in any relevant jurisdiction) in connection with the enforcement or protection of its and their rights in connection with this Agreement or any other Credit Document, including its rights under this Section 9.04, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)The Borrower shall indemnify the Administrative Agent, the Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of one counsel to the Indemnitees (and, if a conflict of interest exists, one additional counsel to the Indemnitees and, if necessary, one local counsel in any relevant jurisdiction), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or any other Credit Document of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Restricted Subsidiaries, (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a Sanction enforced by OFAC or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee or (ii) arise from a breach in

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bad faith of this Agreement by such Indemnitee or (y) solely relate to any dispute solely among the Indemnitees that does not involve the Borrower or any of its Affiliates.  Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee’s legal defense of such claim; provided, however, than an Indemnitee’s failure to give such prompt notice to the Borrower or to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee unless, and only to the extent that, such failure materially prejudices the Borrower.

(c)To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section 9.04, each Lender severally agrees to pay to the Administrative Agent such Lender’s Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(d)Without limiting the Borrower’s obligations in clause (b) above, to the extent permitted by applicable law, the parties shall not assert, and each hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

(e)All amounts due under this Section 9.04 shall be payable promptly after written demand therefor.

SECTION 9.05.   Successors and Assigns

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.05.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 9.05) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent of:

(A) the Borrower (such consent not to be unreasonably withheld or delayed, except for certain institutions (and Affiliates of such institutions) identified by the Borrower in writing to the Administrative Agent on or prior to the Closing Date (the “Restricted List”), the identities of which are available to the Lenders upon request to the Administrative Agent), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing, any

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other assignee (except for institutions (and Affiliates of such institutions) on the Restricted List), provided further, that if the Borrower consents to an assignment to any institution (or Affiliate of such institution) on the Restricted List, such institution shall be permanently removed from the Restricted List; provided further, that except in the case of any institution (or any Affiliate of such institution) on the Restricted List, the Borrower shall be deemed to have consented to such assignment unless it shall object in writing to such assignment by written notice to the Administrative Agent within 5 Business Days after having received notice of the proposed assignment;

(B) the Administrative Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment or Loan to an assignee that is a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) each Issuing Bank for any assignment in respect of the Revolving Facility.

(ii)   Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Revolving Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii)   Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 9.05, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.04).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.05 shall be null and void.

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(iv)   The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)   Upon its receipt of a duly completed Assignment and Assumption with respect to a permitted assignment executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section 9.05(unless waived), and any written consent to such assignment required by paragraph (b) of this Section 9.05, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

For the purposes of this Section 9.05(b), the term “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(c)(i)  Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks, institutions or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Credit Documents.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Credit Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Credit Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) or the first proviso to Section 9.03(b) that affects such Participant.  Subject to paragraph (c)(ii) of this Section 9.05, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.05.

(ii)  A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

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(iii)  Each Lender that sells a participation pursuant to this clause (c) shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank equivalent, and this Section 9.05 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e)Revolving Commitments, Revolving Loans, Term Loans, Incremental Revolving Commitments, Incremental Revolving Loans and Incremental Term Loans may only be assigned to any Affiliated Lender so long as (i) no Default shall have then occurred and be continuing, (ii) no proceeds from any Revolving Loans are used, directly or indirectly, to fund such assignment, (iii) each of the Lenders that hold Loans in the same Facility as the Loans being assigned has been offered the chance to participate in such assignment pro rata (in proportion to the Loans in such Facility) pursuant to procedures reasonably satisfactory to the Administrative Agent at the same price (based on a percentage of par), (iv) all assignments made pursuant to such offer shall be made at the same price (based on a percentage of par), (v) in the case of any assignment of Revolving Commitments, Revolving Loans, Incremental Revolving Commitments and/or Incremental Revolving Loans, such Revolving Commitments, Revolving Loans, Incremental Revolving Commitments and Incremental Revolving Loans shall be contributed to the Borrower (unless the assignment was to the Borrower) within one Business Day of such assignment and permanently extinguished immediately thereafter, and (vi) no assignment may result in the Affiliated Lenders holding a principal amount of Term Loans under the Term Facility exceeding 15% of the principal amount of Term Loans outstanding under such Term Facility, unless such excess is contributed to the Borrower within one Business Day of such assignment and permanently extinguished immediately thereafter.

SECTION 9.06.   Survival.  All covenants, agreements, representations and warranties made by any Loan Parties herein, in the other Credit Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or the other Credit Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Credit Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Revolving Commitments have

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not expired or terminated.  The provisions of Sections 2.12, 2.13, 2.14 and 9.04 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Revolving Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.07.   Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Credit Documents (and, solely with respect to fees payable to the Administrative Agent or the Arranger, any separate fee letter agreements) constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  This Agreement shall become effective as provided in Section 4.01, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by email (e.g. “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.08.   Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.09.   Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.  The rights of each Lender under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.10.   Governing Law; Jurisdiction; Consent to Service of Process.  (a)  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b)Each party hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Supreme Court of the State of New York sitting in New York City, New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Credit Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the other Credit Documents against any other party or their respective properties in the courts of any jurisdiction.

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(c)Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Credit Documents in any court referred to in paragraph (b) of this Section 9.10.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.11.   WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED TO IT, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12.   Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.13.   Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any other Credit Document or any suit, action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.13, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the written consent of the Borrower, (h) on a confidential basis to (A) Standard & Poor’s or Moody’s in connection with rating the Borrower or its Subsidiaries or the Facilities or (B) the CUSIP Service Bureau or any similar agency in connection with issuance and monitoring of CUSIP numbers with respect to the Facilities, or (i) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 9.13 or an agreement described in clause (f) hereof or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower.  For the purposes of this Section 9.13, “Information” means all information received from the Borrower or its Affiliates relating to the Borrower, its Subsidiaries or their businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or its Affiliates.  Any

69

Person required to maintain the confidentiality of Information as provided in this Section 9.13 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would reasonably accord to its own confidential information.

Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Credit Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.

All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Credit Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities.  Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

SECTION 9.14.   USA Patriot Act.  Each Lender subject to the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is hereby required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender to identify the Loan Parties in accordance with the Patriot Act.

SECTION 9.15.   Releases of Guarantees and Liens.  (a)  Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 9.02 or 9.03) to take any action requested by the Borrower having the effect of releasing any Collateral under the Pledge Agreement or LMC Collateral under the LMC Pledge Agreement or obligations under the Subsidiary Guarantee (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 9.02 or 9.03 or (ii) under the circumstances described in paragraph (b) below.

(b)  At any time (and from time to time) on or after the Closing Date during which (i) the Consolidated Leverage Ratio for each of the four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is less than 1.50 to 1.00, and no Default has occurred and is continuing, or (ii) an Investment Grade Rating is applicable and no Default has occurred and is continuing, then in either case the Borrower, by written notice to the Administrative Agent (which notice shall, in the case of clause (i) above attach a certificate of a Financial Officer, in form and substance reasonably acceptable to the Administrative Agent, setting forth in reasonable detail the calculations necessary to demonstrate the Borrower’s satisfaction of the condition set forth in clause (i) above), may request that all or a portion of the Collateral be released from the Liens created by the Pledge Agreement and/or the LMC Collateral be released from the Liens created by the LMC Pledge Agreement, and upon the Administrative Agent’s acceptance of such written request (which acceptance shall occur upon the Administrative Agent’s verification that the applicable conditions set forth above in this paragraph have been met), all such Collateral and all such LMC Collateral shall be released from the Liens created by the Pledge Agreement and the LMC Pledge Agreement, all without delivery of any

70

instrument or performance of any act by any Person; provided, however, that if, at the time such written notice is issued, any Pari Passu Indebtedness is outstanding at such time which would not qualify as Priority Indebtedness permitted to be outstanding at such time pursuant to Section 6.01(e) at such time, then such Collateral and such LMC Collateral shall not be released unless such Collateral and such LMC Collateral securing such Pari Passu Indebtedness is released simultaneously.

(c)  (i)  If during the continuation of a Collateral Release (A) a Leverage Release Period (as defined below) terminates at any time when an Investment Grade Rating is not applicable or (B) a rating downgrade causes no Investment Grade Rating to exist at any time when no Leverage Release Period has occurred and is continuing, then in each case the Collateral Release shall cease until the conditions for a Collateral Release set forth in either clause (i) or (ii) of paragraph (b) above have again been met.  Upon each such termination of a Collateral Release, the Borrower and the Restricted Subsidiaries holding Equity Interests in the Material Domestic Subsidiaries shall promptly enter into a new Pledge Agreement (to the extent previously terminated) and LMC and any Subsidiaries of LMC holding Equity Interests in the Borrower shall promptly enter into a new LMC Pledge Agreement (to the extent previously terminated) to replace the terminated Pledge Agreement and terminated LMC Pledge Agreement, and each shall deliver to the Collateral Agent all certificates, if any, representing the Equity Interests pledged pursuant to such agreements, together with an undated stock power for each such certificate executed in blank.  “Leverage Release Period” means a period commencing when the conditions for a Collateral Release set forth in Section 9.15(b)(i) above have been met (regardless of whether a Collateral Release has already occurred under Section 9.15(b)(ii)), and terminating when financial statements are delivered to the Lenders pursuant to Section 5.01 showing that the Consolidated Leverage Ratio for each of the four fiscal quarter periods of the Borrower ending as of the dates of the two most recently completed fiscal quarters of the Borrower is greater than 3.50 to 1.00.

(ii)  Notwithstanding the foregoing, if during the continuation of a Collateral Release, any Pari Passu Indebtedness is to be incurred pursuant to Section 6.01(b), the Borrower and the Restricted Subsidiaries holding Equity Interests in the Material Domestic Subsidiaries shall, prior to or simultaneously with the incurrence of such Pari Passu Indebtedness, enter into a new Pledge Agreement and LMC and any Subsidiaries of LMC holding Equity Interests in the Borrower shall, prior to or simultaneously with the incurrence of such Pari Passu Indebtedness, enter into a new LMC Pledge Agreement to replace the terminated Pledge Agreement and terminated LMC Pledge Agreement to the extent the Collateral and the LMC Collateral secure such Pari Passu Indebtedness, and each shall deliver to the Collateral Agent all certificates, if any, representing the Equity Interests pledged pursuant to such agreements, together with an undated stock power for each such certificate executed in blank.

(d)  At such time as the Loans and the other Obligations (other than Obligations under or in respect of Specified Swap Agreements or Letters of Credit or normal cash management services) shall have been paid in full, the Revolving Commitments have been terminated and all Letters of Credit have expired or been cash collateralized (i) the Collateral shall be released from the Liens created by the Pledge Agreement, and the Pledge Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Pledge Agreement shall terminate and (ii) the LMC Collateral shall be released from the Liens created by the LMC Pledge Agreement, and the LMC Pledge Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Credit Party under the LMC Pledge Agreement shall terminate, all without delivery of any instrument or performance of any act by any Person.

SECTION 9.16.   No Fiduciary Duty.  The Administrative Agent, each Lender and their Affiliates (collectively, the “Lender Parties”), may have economic interests that conflict with those of the Loan

71

Parties, their stockholders and/or their Affiliates.  Each Loan Party agrees that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and such Loan Party, its equity holders or its Affiliates, on the other hand.  The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Loan Parties, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Loan Party, its equity holders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, equity holders, creditors or any other Person.  Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.  Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transactions or the process leading thereto.

Signature pages follow

72

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

STARZ, LLC
By	/s/ Scott D. Macdonald
	Name:	Scott D. Macdonald
	Title:	Executive Vice President Finance
		and Accounting and Treasurer
THE BANK OF NOVA SCOTIA,
as Administrative Agent, Collateral Agent, Issuing Bank, a Lender and Arranger
By	/s/ Brenda S. Insull
	Name:	Brenda S. Insull
	Title:	Authorized Signatory
SUNTRUST BANK,
as Syndication Agent and a Lender
By	/s/ Mark Kelly
	Name:	Mark Kelly
	Title:	Managing Director
SCOTIABANC INC.,
as a Lender
By	/s/ J. F. Todd
	Name:	J.F. Todd
	Title:	Managing Director
BANK OF AMERICA MERRILL LYNCH,
as a Lender
By	/s/ Michael Makaitis
	Name:	Michael Makaitis
	Title:	Vice President
BARCLAYS BANK PLC,
as a Lender
By	/s/ Kevin Cullen
	Name:	Kevin Cullen
	Title:	Director

STARZ, LLC CREDIT AGREEMENT SIGNATURE PAGE

JPMORGAN CHASE BANK N.A.,
as a Lender
By	/s/ Patrick J. Menichillo
	Name:	Patrick J. Menichillo
	Title:	Vice President
ROYAL BANK OF CANADA,
as a Lender
By	/s/ Kenneth F. Klassen
	Name:	Kenneth F. Klassen
	Title:	Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC,
as Documentation Agent as Lender
By	/s/ Matthew Pennachio
	Name:	Matthew Pennachio
	Title:	Vice President
WELLS FARGO BANK, N.A.,
as a Lender
By	/s/ S. Michael St. Geme
	Name:	S. Michael St. Geme
	Title:	Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender
By	/s/ S. Michael St. Geme
	Name:	Tadashi Kobayashi
	Title:	Vice President
MORGAN STANLEY BANK, N.A.,
as a Lender
By	/s/ Michael King
	Name:	Michael King
	Title:	Authorized Signatory

STARZ, LLC CREDIT AGREEMENT SIGNATURE PAGE

	US BANK NATIONAL ASSOCIATION,
	as a Lender
	By	/s/ Colleen B. McEvoy
		Name:	Colleen B. McEvoy
		Title:	Vice President
`
	CITIBANK, N.A.,
	as a Lender
	By	/s/ Keith Lukasavich
		Name:	Keith Lukasavich
		Title:	Vice President
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	By	/s/ Sanja Gazahi
		Name:	Sanja Gazahi
		Title:	Associate
	By	/s/ Christopher Reo Day
		Name:	Christopher Reo Day
		Title:	Vice President
	FIFTH THIRD BANK,
	as a Lender
	By	/s/ Garland F. Robeson IV
		Name:	Garland F. Robeson IV
		Title:	Assistant Vice President
	GOLDMAN SACHS BANK USA,
	as a Lender
	By	/s/ Mark Walton
		Name:	Mark Walton
		Title:	Authorized Signatory

STARZ, LLC CREDIT AGREEMENT SIGNATURE PAGE

SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By	/s/ David W. Kee
	Name:	David W. Kee
	Title:	Managing Director
TD BANK, N.A.,
as a Lender
By	/s/ Shivani Agarwal
	Name:	Shivani Agarwal
	Title:	Senior Vice President

STARZ, LLC CREDIT AGREEMENT SIGNATURE PAGE

EX-12.1

Exhibit 12.1

Starz, LLC Ratio of Earnings to Fixed Charges (in thousands)

	For the Six Months Ended June 30,						For the Years Ended December 31,
	2012			2011			2011			2010			2009			2008			2007
Fixed Charges:
Interest expense, including amounts due to affiliate, net of amounts capitalized	$	9,330		$	2,824		$	5,012		$	20,932		$	27,188		$	38,836		$	40,410
Capitalized interest	460			557			1,993			1,986			1,839			4,285			3,567
Estimate of interest expense within rental expense	1,155			1,249			2,436			2,580			2,711			2,581			2,691
Total Fixed Charges	$	10,945		$	4,630		$	9,441		$	25,498		$	31,738		$	45,702		$	46,668
Earnings as defined:
Pre-tax income (loss) from continuing operations	$	215,111		$	235,403		$	416,086		$	254,243		$	189,093		$	(1,418,406	)	$	(118,402	)
Fixed Charges	10,945			4,630			9,441			25,498			31,738			45,702			46,668
Amortization of capitalized interest	1,125			779			1,436			2,689			1,764			3,002			1,856
Interest capitalized	(460		)	(557		)	(1,993		)	(1,986		)	(1,839		)	(4,285		)	(3,567		)
Total Earnings (loss)	$	226,721		$	240,255		$	424,970		$	280,444		$	220,756		$	(1,373,987	)	$	(73,445	)
Ratio of Earnings to Fixed Charges	20.7		x	51.9		x	45.0		x	11.0		x	7.0		x	*			*

* Total earnings (loss) for the years ended December 31, 2008 and 2007 were insufficient to cover fixed charges by $1,419.7 million and $120.1 million, respectively.

EX-21.1

Exhibit 21.1

Starz, LLC

Subsidiary List

as of 10/1/12

NAME	Domicile
Starz, LLC	DE
Aries Pictures LLC	CO
Chalk Line Productions, LLC	DE
Film Roman, LLC	DE
Namor Productions, LLC	DE
SEG Investments, Inc.	DE
Starz Canada Holdco, LLC	DE
Starz Canada Holdings II B.V.	Netherlands
Starz Entertainment, LLC	CO
Starz Independent, LLC	DE
Noir Productions New Zealand Limited	NZ
SFD Productions, LLC	DE
Sparty Films LA, LLC	DE
Sparty Investments, LLC	DE
Starz Incursion Productions, LLC	DE
Starz Miami Productions, LLC	DE
Starz Noir Productions, LLC	DE
Starz Pirates Productions, LLC	DE
Starz Finance Corp.	DE
Starz Media Group, LLC	DE
Starz Media, LLC	DE
Anchor Bay Entertainment, LLC	DE
Anchor Bay Entertainment Australia PTY LTD.	Australia
Anchor Bay Entertainment Canada Co.	Nova Scotia
Anchor Bay Entertainment UK Limited	UK
Manga Entertainment Limited	UK
Deadspace 2, LLC	DE
Overture Films, LLC	DE
Starz Australia Holdings Pty Ltd.	Australia
Starz Canada Holdings I B.V.	Netherlands
Starz Canada Holdings I Co. (unlimited liability company)	Nova Scotia
Starz Foreign Holdings B.V.	Netherlands
Starz UK Holdings Limited	UK

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

George J. Rayzis

U.S. Bank National Association

50 South 16th St.-Suite 2000

Philadelphia, PA 19102

(215) 761-9317

(Name, address and telephone number of agent for service)

Starz, LLC

Starz Finance Corp.

(Issuer with respect to the Securities)

	20-8988475
Delaware	38-3885500
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8900 Liberty Circle
Englewood, CO	80112
(Address of Principal Executive Offices)	(Zip Code)

5.00% Senior Notes due 2019

(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)    Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of June 30, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

2

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Philadelphia, State of Pennsylvania the 22nd day of October, 2012.

By:	/s/ George J. Rayzis
	George J. Rayzis
	Vice President

3

Exhibit 2

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, May 9, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	/s/ Thomas J. Curry
	Comptroller of the Currency

4

Exhibit 3

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today, September 14, 2011, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	/s/ John Walsh
	Acting Comptroller of the Currency

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: October 22, 2012

By:	/s/ George J. Rayzis
	George J. Rayzis
	Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2012

($000’s)

	6/30/2012
Assets
Cash and Balances Due From Depository Institutions	$	15,399,893
Securities	72,720,824
Federal Funds	75,584
Loans & Lease Financing Receivables	211,830,660
Fixed Assets	5,286,747
Intangible Assets	12,383,063
Other Assets	25,125,941
Total Assets	$	342,822,712
Liabilities
Deposits	$	245,043,009
Fed Funds	6,587,299
Treasury Demand Notes	0
Trading Liabilities	937,898
Other Borrowed Money	35,563,317
Acceptances	0
Subordinated Notes and Debentures	5,829,815
Other Liabilities	11,359,611
Total Liabilities	$	305,320,949
Equity
Minority Interest in Subsidiaries	$	2,015,054
Common and Preferred Stock	18,200
Surplus	14,133,323
Undivided Profits	21,335,186
Total Equity Capital	$	37,501,763
Total Liabilities and Equity Capital	$	342,822,712

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EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

STARZ, LLC
STARZ FINANCE CORP.

for Offer to Exchange
up to $500,000,000 Principal Amount of
5.00% Senior Notes due 2019
that have been registered under the Securities Act of 1933
as amended (the "Securities Act")

for

a Like Principal Amount of
5.00% Senior Notes due 2019
that have not been registered
under the Securities Act

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                        ], 2012, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE, BUT NOT THEREAFTER.

        If you wish to accept the Exchange Offer, this Letter of Transmittal must be completed, signed and delivered to the Exchange Agent:

U.S. BANK NATIONAL ASSOCIATION

By Mail:	By Registered or Certified Mail, Hand or Overnight Delivery:
U.S. Bank National Association 60 Livingston Avenue—EP—MN—WS2N St. Paul, MN 55107-2292 Attention: Specialized Finance	U.S. Bank National Association 111 Fillmore Avenue St. Paul, MN 55107-1402 Attention: Specialized Finance
Facsimile Transmissions: (651) 466-7372	To Confirm by Telephone or for Information: (651) 466-7150

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED. RECEIPT OF INCOMPLETE, INACCURATE OR DEFECTIVE LETTERS OF TRANSMITTAL WILL NOT CONSTITUTE VALID DELIVERY. ALTHOUGH WE MAY WAIVE DEFECTS AND IRREGULARITIES WITH RESPECT TO YOUR TENDER OF ORIGINAL NOTES (DEFINED BELOW), WE ARE NOT REQUIRED TO DO SO AND MAY NOT DO SO.

        The undersigned is a holder of Original Notes (defined below) issued by Starz, LLC and Starz Finance Corp. (collectively, the "Companies") under that certain indenture, as supplemented, amended and modified, dated September 13, 2012, by and among the Companies, the guarantors party thereto

and U.S. Bank National Association, as Trustee, in a private transaction that was not subject to the registration requirements of the Securities Act.

        The undersigned hereby acknowledges receipt of the prospectus dated [                        ], 2012 (the "Prospectus"), of the Companies and Starz Entertainment, LLC (the "Guarantor") and this letter of transmittal (the "Letter of Transmittal"). These two documents together constitute the offer by the Companies to exchange their 5.00% Notes due 2019 (the "Exchange Notes"), the issuance of which has been registered under the Securities Act, for a like principal amount of their issued and outstanding unregistered 5.00% Notes due 2019 (the "Original Notes"). The offer to exchange the Exchange Notes for the Original Notes is referred to as the "Exchange Offer."

        Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Prospectus.

        The Companies reserve the right, at any time or from time to time, to extend the period of time during which the Exchange Offer for the Original Notes is open, at their discretion, in which event the term "Expiration Date" shall mean the latest date to which the Exchange Offer is extended. The Companies shall notify U.S. Bank National Association (the "Exchange Agent") of any extension by written notice and shall make a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

        This Letter of Transmittal is to be used by a holder of Original Notes to allow for delivery of Original Notes to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Original Notes," in the case where an "agent's message" is not delivered or being transmitted through ATOP (defined below) as described in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Original Notes."

        Tenders by book-entry transfer may also be made by delivering an agent's message in lieu of this Letter of Transmittal pursuant to DTC's Automated Tender Offer Program ("ATOP"). See the procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Original Notes." The undersigned should allow sufficient time for completion of the ATOP procedure with DTC if used for tendering their Original Notes on or prior to the Expiration Date.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The term "holder" with respect to the Exchange Offer for Original Notes means any person in whose name the Original Notes are registered on the books of the registrar for the Original Notes, any person who holds such Original Notes and has obtained a properly completed bond power from the registered holder or any participant in the DTC system whose name appears on a security position listing as the holder of such Original Notes and who desires to deliver such Original Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Original Notes must complete this Letter of Transmittal in its entirety (unless such Original Notes are to be tendered by book-entry transfer and an agent's message is delivered in lieu hereof pursuant to DTC's ATOP).

Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number set forth on the cover page of this Letter of Transmittal.

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        List below the Original Notes tendered under this Letter of Transmittal. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.

DESCRIPTION OF ORIGINAL NOTES TENDERED

Name(s) and address(es) of the DTC Participant(s) or Registered Holder(s) Exactly as Name(s) Appear(s) on Certificates Representing Original Notes (Please Fill In, If Blank)	Old Note(s) Tendered
	Registered Certificate Number(s)*	Aggregate Principal Amount Represented by Note(s)	Principal Amount Tendered**
		Total Principal Amount Tendered:

*

Need not be completed by book-entry holders.

**

Unless otherwise indicated, any tendering holder of Original Notes will be deemed to have tendered the entire aggregate principal amount represented by such Original Notes. All tenders must be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

        Name of Tendering Institution:

        DTC Account Number(s):

        Transaction Code Number(s):

o

CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

        Name:

        Address:

        Telephone/Facsimile No. for Notices:

SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Companies for exchange the principal amount of Original Notes indicated above. Subject to, and

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effective upon, the acceptance for exchange of the principal amount of Original Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Companies all right, title and interest in and to such Original Notes tendered for exchange hereby.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact for the undersigned (with full knowledge that said Exchange Agent also acts as the agent for the Companies in connection with the Exchange Offer) with respect to the tendered Original Notes with full power of substitution to:

•

deliver such Original Notes, or transfer ownership of such Original Notes on the account books maintained by DTC, to the Companies, and deliver all accompanying evidences of transfer and authenticity; and

•

present such Original Notes for transfer on the books of the Companies and receive all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms of the Exchange Offer.

The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

        The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretations set forth in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the "SEC"), including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2,1993) and similar no-action letters (the "Prior No-Action Letters"), that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any holder that is a broker-dealer who purchased Original Notes directly from the Companies for resale and any holder that is an "affiliate" of either Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act (except for prospectus delivery obligations applicable to certain broker-dealers), provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such Exchange Notes. The SEC has not, however, considered this Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as it has in other circumstances.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Original Notes tendered hereby and to acquire the Exchange Notes issuable upon the exchange of such tendered Original Notes, and that the Companies will acquire good and marketable title thereto, free and clear of all liens, security interests, restrictions, charges and encumbrances and not subject to any adverse claim, right or interest of any party other than the undersigned, when the same are accepted for exchange by the Companies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Companies to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes tendered hereby, including the transfer of such Original Notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the Exchange Offer as described under the caption "The Exchange Offer—Terms of the Exchange Offer" in the Prospectus.

By tendering the Original Notes and executing this Letter of Transmittal, or transmitting an agent's message in lieu thereof, the undersigned hereby further represents to the Companies that (i) any Exchange Notes received will be acquired in the ordinary course of business of the

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undersigned; (ii) the undersigned does not have an arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the federal securities laws) of the Exchange Notes; (iii) the undersigned is not engaged in and does not intend to engage in the distribution (within the meaning of the federal securities laws) of the Exchange Notes; (iv) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, the undersigned acquired those Original Notes as a result of market-making activities or other trading activities and it will deliver the Prospectus, as required by law, in connection with any resale of the Exchange Notes; provided, however, that by acknowledging that it will deliver, and by delivering, the Prospectus, the undersigned will not be deemed to admit that it is an underwriter within the meaning of the Securities Act; (v) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of either Company; and (vi) the undersigned is not acting on behalf of any person or entity who could not truthfully make the statements set forth in clauses (i) through (v) above.

        The undersigned acknowledges that if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The SEC staff has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes (other than a resale of Exchange Notes received in exchange for an unsold allotment from the original sale of the Original Notes) with the Prospectus. The Companies have agreed that the Prospectus may be used by certain broker-dealers (as specified in the registration rights agreement referenced in the Prospectus) in connection with the sale or transfer of Exchange Notes for a period of time ending on the earlier of [                        ], 2012 and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Companies have agreed that, for such period of time, they will make the Prospectus available to any such broker-dealer which elects to exchange Original Notes acquired for its own account as a result of market-making or other trading activities for Exchange Notes pursuant to the Exchange Offer, for use in connection with any resale of any Exchange Notes. In that regard, each exchanging broker-dealer, by tendering such Original Notes and executing, or otherwise becoming bound by, this Letter of Transmittal, including by transmitting an agent's message in lieu thereof, agrees that, upon receipt of notice from the Companies of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the registration rights agreement referenced in the Prospectus with respect to the Original Notes tendered hereby, such exchanging broker-dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Companies (i) have amended or supplemented the Prospectus to correct such misstatement or omission, (ii) either have furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Companies have not otherwise agreed to furnish such copies or decline to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC and (iii) have given notice that the sale of Exchange Notes may be resumed, as the case may be.

5

A broker-dealer may not participate in the Exchange Offer with respect to Original Notes acquired other than as a result of market-making activities or other trading activities.

        The undersigned acknowledges that if the undersigned is an affiliate of either Company or is tendering Original Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes:

•

the undersigned cannot rely on the position of the staff of the SEC set forth in the Prior No-Action Letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act; and

•

failure to comply with such requirements in such instance could result in the undersigned incurring liability for which the undersigned will not be indemnified by the Companies.

        For purposes of the Exchange Offer, the Companies shall be deemed to have accepted for exchange validly tendered Original Notes when, as and if the Companies give written notice thereof to the Exchange Agent and comply with the applicable provisions of the Registration Rights Agreement by and among the Companies, the Guarantor and the representative of the Initial Purchasers (as defined therein), dated September 13, 2012. Any tendered Original Notes that are not accepted for exchange pursuant to the Exchange Offer for any reason will be returned, without expense, to the undersigned promptly after the Expiration Date.

        All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders."

        The undersigned acknowledges that the acceptance by the Companies of properly tendered Original Notes pursuant to the procedures described under the caption "The Exchange Offer—Procedures for Tendering Original Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned, on one hand, and the Companies, on the other, upon the terms and subject to the conditions of the Exchange Offer.

        The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption "The Exchange Offer—Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Companies in their sole discretion), the Companies may not be required to exchange any of the Original Notes tendered hereby.

        Unless otherwise indicated under "Special Issuance Instructions," please issue the Exchange Notes issued in exchange for the Original Notes accepted for exchange, and return any Original Notes not tendered or not exchanged, in the name(s) of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail or deliver the Exchange Notes issued in exchange for the Original Notes accepted for exchange and any Original Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the Exchange Notes issued in exchange for the Original Notes accepted for exchange in the name(s) of, and return any Original Notes not tendered or not exchanged to, the person(s) or account(s) so indicated. The undersigned recognizes that the Companies have no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Original Notes from the name of the registered holder(s) thereof if the Companies do not accept for exchange any of the Original Notes so tendered for exchange.

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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)

        To be completed ONLY if (i) Original Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Original Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) Original Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC other than the DTC Account Number set forth above. Issue Exchange Notes and/or Original Notes to:

Name:
Address:
	(Include ZIP Code)

(Taxpayer Identification or Social Security Number)

(See Instruction 7 below.)
(Please Type or Print)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)

        To be completed ONLY if Original Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Original Notes accepted for exchange, are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned's signature. Mail or deliver Exchange Notes and/or Original Notes to:

Name:
Address:
	(Include ZIP Code)

(Taxpayer Identification or Social Security Number)

(See Instruction 7 below.)

(Please Type or Print)

o

Credit unexchanged Original Notes delivered by book-entry transfer to the DTC account number set forth below:

DTC Account Number:

7

IMPORTANT
PLEASE SIGN HERE
(complete accompanying IRS Form W-9 below)

X
X	(Signature(s) of Registered Holder(s) of Original Notes)

Dated

        (The above lines must be signed by the registered holder(s) of Original Notes as your/their name(s) appear(s) on the Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder (s), a copy of which must be transmitted with this Letter of Transmittal. If Original Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Companies, submit evidence satisfactory to the Companies of such person's authority so to act. See Instruction 4 regarding the completion of this Letter of Transmittal.)

Name(s):
	(Please Type or Print)

Capacity (Full Title)

Address:
	(Include ZIP Code)

Area Code and Telephone Number:

Taxpayer Identification Number:

8

MEDALLION SIGNATURE GUARANTEE
(if required by Instruction 4)

        Certain signatures must be guaranteed by an Eligible Institution (as defined in the instructions below). Please read Instruction 4 of this Letter of Transmittal to determine whether a signature guarantee is required for the tender of your Original Notes.

Signature(s) Guaranteed by an Eligible Institution:	(Authorized Signature(s))
	(Title)
	(Name of Firm)
	(Address, include ZIP Code)
	(Area Code and Telephone Number)
Dated:

INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.

Delivery of this Letter of Transmittal and Original Notes or Agent's Message and Book-Entry Confirmations.

        Any confirmation of a book-entry transfer to the Exchange Agent's account at DTC of Original Notes tendered by book-entry transfer (a "Book-Entry Confirmation"), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof (or an agent's message in lieu hereof pursuant to DTC's ATOP), and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Original Notes and Letters of Transmittal, any required signature guarantees and all other required documents, including delivery through DTC and any acceptance or Agent's Message transmitted through ATOP, is at the election and risk of the persons tendering Original Notes and delivering Letters of Transmittal. If you use ATOP, you must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC on or prior to the Expiration Date. Tender and delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail, postage prepaid, with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to such date. NO LETTER OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO THE COMPANIES.

2.

Tender by Holder.

        Only a registered holder of Original Notes may tender such Original Notes in the Exchange Offer. Any beneficial holder of Original Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on its behalf or must, prior to completing and executing this Letter of Transmittal and delivering its Original Notes, either make appropriate arrangements to register ownership of the Original Notes in such holder's name or obtain a properly completed bond power from the registered holder.

9

3.

Partial Tenders.

        Tenders of Original Notes will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of any Original Notes is tendered, the tendering holder should fill in the principal amount tendered in the fourth column of the box entitled "Description of Original Notes Tendered" above. The entire principal amount of Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Original Notes is not tendered, then Original Notes for the principal amount of Original Notes not tendered and Exchange Notes issued in exchange for any Original Notes accepted will be returned to the holder promptly after the expiration or termination of the Exchange Offer.

4.

Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Medallion Guarantee of Signatures.

        If this Letter of Transmittal (or facsimile hereof) is signed by the record holder(s) of the Original Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Original Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the Original Notes. If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

        If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of Original Notes listed and tendered hereby and the Exchange Notes issued in exchange therefor are to be issued (or any untendered principal amount of Original Notes is to be reissued) to the registered holder(s), then said holder(s) need not and should not endorse any tendered Original Notes, nor provide a separate bond power. In any other case, such holder(s) must either properly endorse the Original Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by a firm that is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17 Ad-IS under the Securities Exchange Act of 1934, as amended, in each case that is a participant in the Securities Transfer Agents' Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges' Medallion Program approved by the Securities Transfer Association Inc. (each, an "Eligible Institution").

        If this Letter of Transmittal (or facsimile hereof) or any Original Notes or bond powers are signed by one or more trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Companies, evidence satisfactory to the Companies of their authority to act must be submitted with this Letter of Transmittal.

No signature guarantee is required if:

•

this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of the Original Notes tendered herein (or by a participant in DTC whose name appears on a security position listing as the owner of the tendered Original Notes) and the Exchange Notes are to be issued directly to such registered holder(s) (or, if signed by a participant in DTC, deposited to such participant's account at DTC) and neither the box entitled "Special Issuance Instructions" nor the box entitled "Special Delivery Instructions" has been completed; or

•

such Original Notes are tendered for the account of an Eligible Institution.

In all other cases, all signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.

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5.

Special Issuance and Delivery Instructions.

        Tendering holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Original Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number (see Instruction 7 below) of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address (or account number) of the person signing this Letter of Transmittal.

6.

Transfer Taxes.

        The Companies will pay or cause to be paid all transfer taxes, if any, applicable to the exchange of Original Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Original Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder, and the Exchange Agent will retain possession of an amount of Exchange Notes with a face amount at least equal to the amount of such transfer taxes due by such tendering holder pending receipt by the Exchange Agent of the amount of such taxes.

7.

Taxpayer Identification Number.

        U.S. federal income tax laws generally require that a tendering holder that is a U.S. person (including a resident alien) provide the Companies (as payors) with such holder's correct Taxpayer Identification Number ("TIN") on IRS Form W-9, Request for Taxpayer Identification Number and Certification (the "IRS Form W-9"), enclosed, which in the case of a holder who is an individual, is his or her social security number. If the tendering holder is a nonresident alien or a foreign entity, other requirements (as described below) will apply. If the Companies are not provided with the tendering holder's correct TIN or an adequate basis for an exemption from backup withholding, such holder may be subject to certain penalties imposed by the Internal Revenue Service (the "IRS"). In addition, failure to provide the Companies with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on payments made to the holder or other payee at a current rate of 28%. If withholding results in an overpayment of taxes, the holder may be able to obtain a refund from the IRS.

        Certain holders of Original Notes (including, among others, corporations and certain foreign individuals) are not subject to these backup withholding requirements. See the instructions on the enclosed IRS Form W-9 (the "W-9 Instructions") for additional information.

        To prevent backup withholding, each tendering holder that is a U.S. person (including a resident alien) that does not otherwise establish an exemption must provide such holder's correct TIN by completing the IRS Form W-9 enclosed, certifying, under penalties of perjury, that such holder is a U.S. person (including a resident alien), that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) such holder is exempt from backup withholding, or (ii) such holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified such holder that such holder is no longer subject to backup withholding. If the Exchange Notes will be registered in more than one name or will not be registered in the name of the beneficial holder, such holder should consult the W-9 Instructions for information on which TIN to report. If such holder does not have a TIN, such holder

11

should consult the W-9 Instructions for instructions on applying for a TIN and write "Applied For" in the space reserved for the TIN. Note: Writing "Applied For" on the IRS Form W-9 means that such holder has already applied for a TIN or that such holder intends to apply for one soon. If such holder does not provide its TIN to the Companies prior to the time payments are made to the holder, backup withholding will apply to such payments.

        A tendering holder that is a non-resident alien or a foreign entity that does not otherwise establish an exemption must submit the appropriate completed IRS Form W-8 (generally IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) to avoid backup withholding. The appropriate form may be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent at one of the addresses on the face of this Letter of Transmittal.

FAILURE TO COMPLETE IRS FORM W-9, THE APPROPRIATE IRS FORM W-8, OR ANOTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING AT THE RATE DESCRIBED ABOVE ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO PURCHASE.

8.

Validity of Tenders.

        All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Original Notes will be determined by the Companies in their sole discretion, which determination will be conclusive, final and binding. Alternative, conditional or contingent tenders of Original Notes will not be considered valid and may be rejected by the Companies. The Companies reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes our acceptance of which, in the opinion of the Companies' counsel, would be unlawful.

        The Companies also reserve the right to waive any defects, irregularities or conditions of tender as to particular Original Notes. The interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) by the Companies will be conclusive, final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as the Companies shall determine.

        Although the Companies intend to notify holders of defects or irregularities with respect to tenders of Original Notes through the Exchange Agent, neither the Companies, the Exchange Agent nor any other person is under any duty to give such notice, nor shall they incur any liability for failure to give such notification. Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

        Any Original Notes tendered into the Exchange Agent's account at DTC that are not validly tendered and as to which the defects or irregularities have not been cured or waived within the timeframes established by the Companies in their sole discretion, if any, or if Original Notes are submitted in a principal amount greater than the principal amount of Original Notes being tendered by such tendering holder, such unaccepted or non-exchanged Original Notes will be credited back to the account maintained by the applicable DTC participant with such book-entry transfer facility.

9.

Waiver of Conditions.

        The Companies in their sole discretion reserve the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the Prospectus.

10.

No Conditional Tender.

        No alternative, conditional, or contingent tender of Original Notes will be accepted.

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11.

Mutilated, Lost, Wrongfully Taken or Destroyed Original Notes.

        Any holder whose Original Notes have been mutilated, lost, wrongfully taken or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, wrongfully taken or destroyed Original Notes have been followed.

12.

Requests for Assistance or Additional Copies.

        Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

13.

Withdrawal.

        Tenders may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer-Withdrawal of Tenders."

IMPORTANT: This Letter of Transmittal or a manually signed facsimile hereof or an agent's message in lieu hereof (together with the Original Notes delivered by book-entry transfer or in original hard copy form) must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on or prior to the Expiration Date.

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Exhibit 99.1

DESCRIPTION OF ORIGINAL NOTES TENDERED
SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5)
(See Instruction 7 below.) (Please Type or Print)
SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5)
IMPORTANT PLEASE SIGN HERE (complete accompanying IRS Form W-9 below)
MEDALLION SIGNATURE GUARANTEE (if required by Instruction 4)
INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

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Exhibit 99.2

LETTER TO CLIENTS
STARZ, LLC
STARZ FINANCE CORP.
for Offer to Exchange
Up to $500,000,000 Principal Amount of
5.00% Senior Notes due 2019
that have been registered under the Securities Act of 1933,
as amended (the "Securities Act")
for
a Like Principal Amount of
5.00% Senior Notes due 2019
that have not been registered under the Securities Act

The Exchange Offer will expire at 5:00 p.m., New York City time, on [                        ], 2012, unless extended (such date and time, as it may be extended, the "Expiration Date"). Outstanding notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter.

To Our Clients:

        We are enclosing with this letter a prospectus dated [                        ], 2012 (the "Prospectus") of Starz, LLC and Starz Finance Corp. (collectively, the "Companies"), and the related letter of transmittal (the "Letter of Transmittal"). The Prospectus and the Letter of Transmittal together constitute the Companies' offer to exchange (the "Exchange Offer") their 5.00% Notes due 2019 (the "Exchange Notes"), the issuance of which has been registered under the Securities Act, for a like principal amount of their issued and outstanding unregistered 5.00% Notes due 2019 (the "Original Notes"). The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered for exchange.

        We are the holder of record of Original Notes held by us for your account. A tender of your Original Notes held by us can be made only by us as the record holder according to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.

        We request that you provide written instructions to us, in the form attached hereto, as to whether you wish to tender any or all of the Original Notes held by us for your account under the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the Letter of Transmittal.

        Pursuant to the Letter of Transmittal, each holder of Original Notes who tenders such Original Notes will represent to the Companies that such person has full power and authority to tender, exchange, assign and transfer the Original Notes tendered and to acquire the Exchange Notes issuable upon the exchange of such tendered Original Notes, and that the Companies will acquire good and marketable title thereto, free and clear of all liens, security interests, restrictions, charges and encumbrances and not subject to any adverse claim, right or interest of any party other than the undersigned, when the same are accepted for exchange by the Companies.

        Pursuant to the Letter of Transmittal, each holder of Original Notes will further represent to the Companies that:

        (i)    any Exchange Notes received will be acquired in the ordinary course of business of the person receiving such Exchange Notes;

        (ii)   such person does not have an arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the federal securities laws) of the Exchange Notes;

        (iii)  such person is not engaged in and does not intend to engage in the distribution (within the meaning of the federal securities laws) of the Exchange Notes;

        (iv)  if such person is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, such person acquired those Original Notes as a result of market-making activities or other trading activities and will deliver a Prospectus, as required by law, in connection with any resale of the Exchange Notes; provided, however, that by acknowledging that it will deliver, and by delivering, a Prospectus, such person will not be deemed to admit that it is an underwriter within the meaning of the Securities Act;

        (v)   such person is not an "affiliate," as defined in Rule 405 under the Securities Act, of either Company; and

        (vi)  such person is not acting on behalf of any person or entity who could not truthfully make the statements set forth in clauses (i) through (v) above.

        The Exchange Offer is not being made to (nor will the surrender of Original Notes be accepted from or on behalf of) holders in any jurisdiction in which the making or acceptance of the offer would not be in compliance with the laws of such jurisdiction.

        No person has been authorized to give any information with respect to the Exchange Offer, or to make any representation in connection therewith, other than those contained in the Prospectus and the Letter of Transmittal. If made or given, such recommendation or any such information or representation must not be relied on as having been authorized by the Companies.

Very truly yours,

STARZ, LLC
STARZ FINANCE CORP.

        None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so.

        Please return your instructions to us in the enclosed envelope within ample time to permit us to submit a tender on your behalf prior to the Expiration Date of the Exchange Offer.

2

INSTRUCTIONS WITH RESPECT TO EXCHANGE OFFER

        The undersigned hereby acknowledges receipt of the prospectus dated [                        ], 2012 (the "Prospectus") of Starz, LLC and Starz Finance Corp. (collectively, the "Companies"), and the related letter of transmittal (the "Letter of Transmittal"). The Prospectus and the Letter of Transmittal together constitute the Companies' offer to exchange (the "Exchange Offer") their 5.00% Notes due 2019 (the "Exchange Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of their issued and outstanding unregistered 5.00% Notes due 2019 (the "Original Notes").

        This will instruct you, the registered holder and DTC participant, as to the action to be taken by you relating to the Exchange Offer for the Original Notes held by you for the account of the undersigned.

        The aggregate principal amount of the Original Notes held by you for the account of the undersigned is (fill in amount): $            .

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER all Original Notes held by you for the account of the undersigned.



o

To TENDER the following amount of Original Notes held by you for the account of the undersigned: $            of 5.00% Senior Notes due 2019.

        All tenders must be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

o

NOT to TENDER any Original Notes held by you for the account of the undersigned.

        If no box is checked, a signed and returned Instruction will be deemed to instruct you to tender all Original Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that:

        (i)    any Exchange Notes received will be acquired in the ordinary course of business of the undersigned;

        (ii)   the undersigned does not have an arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the federal securities laws) of the Exchange Notes;

        (iii)  the undersigned is not engaged in and does not intend to engage in the distribution (within the meaning of the federal securities law) of the Exchange Notes;

        (iv)  if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, the undersigned acquired those Original Notes as a result of market-making activities or other trading activities and it will deliver a Prospectus, as required by law, in connection with any resale of the Exchange Notes; provided, however, that by acknowledging that it will deliver, and by delivering, a Prospectus, the undersigned will not be deemed to admit that it is an underwriter within the meaning of the Securities Act;

        (v)   the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of either Company; and

        (vi)  the undersigned is not acting on behalf of any person or entity who could not truthfully make the statements set forth in clauses (i) through (v) above.

3

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

4

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Exhibit 99.2

EX-99.3

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Exhibit 99.3

LETTER TO NOMINEE
STARZ, LLC
STARZ FINANCE CORP.
Offer to Exchange
Up to $500,000,000 Principal Amount of
5.00% Senior Notes due 2019
that have been registered under the
Securities Act of 1933, as amended (the "Securities Act")
for
a Like Principal Amount of
5.00% Senior Notes due 2019
that have not been registered under the Securities Act

The Exchange Offer will expire at 5:00 p.m., New York City time, on [                        ], 2012, unless extended (such date and time, as it may be extended, the "Expiration Date"). Outstanding notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter.

To Registered Holders and The Depository Trust Company Participants:

        We are enclosing with this letter the materials listed below relating to the offer (the "Exchange Offer") by Starz, LLC and Starz Finance Corp. (collectively, the "Companies") to exchange their 5.00% Notes due 2019 (the "Exchange Notes"), the issuance of which has been registered under the Securities Act, for a like principal amount of their issued and outstanding unregistered 5.00% Notes due 2019 (the "Original Notes"), upon the terms and subject to the conditions set forth in the Companies' prospectus dated [                        ], 2012 (the "Prospectus") and the related letter of transmittal (the "Letter of Transmittal").

        We are enclosing copies of the following documents:

        1.     Prospectus dated [                        ], 2012;

        2.     Letter of Transmittal, together with accompanying Form W-9 and applicable Instructions; and

        3.     Letter to Clients, which may be sent to your clients for whose account you hold Original Notes in your name or in the name of your nominee, with space provided for obtaining such client's instruction with regard to the Exchange Offer.

        We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [                        ], 2012, unless extended by us.

        The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered for exchange.

        Pursuant to the Letter of Transmittal, each holder of Original Notes who tenders such Original Notes will represent to the Companies that the undersigned has full power and authority to tender, exchange, assign and transfer the Original Notes tendered and to acquire the Exchange Notes issuable upon the exchange of such tendered Original Notes, and that the Companies will acquire good and marketable title thereto, free and clear of all liens, security interests, restrictions, charges and encumbrances and not subject to any adverse claim, right or interest of any party other than the undersigned, when the same are accepted for exchange by the Companies.

        Pursuant to the Letter of Transmittal, each holder of Original Notes will further represent to the Companies that:

        (i)    any Exchange Notes received will be acquired in the ordinary course of business of the person receiving such Exchange Notes;

        (ii)   such person does not have an arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the federal securities laws) of the Exchange Notes;

        (iii)  such person is not engaged in and does not intend to engage in the distribution (within the meaning of the federal securities laws) of the Exchange Notes;

        (iv)  if such person is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, that it acquired those Original Notes as a result of market-making activities or other trading activities and it will deliver a Prospectus, as required by law, in connection with any resale of the Exchange Notes; provided, however, that by acknowledging that it will deliver, and by delivering, a Prospectus, such person will not be deemed to admit that it is an underwriter within the meaning of the Securities Act;

        (v)   such person is not an "affiliate," as defined in Rule 405 under the Securities Act, of either Company; and

        (vi)  such person is not acting on behalf of any person or entity who could not truthfully make the statements set forth in clauses (i) through (v) above.

        The enclosed Letter to Clients contains an authorization by the beneficial owners of the Original Notes for you to make the foregoing representations on their behalf.

        The Companies will not pay any fee or commission to any broker or dealer or to any other person (other than U.S. Bank National Association, in its capacity as exchange agent) in connection with the solicitation of tenders of Original Notes under the Exchange Offer. The Companies will pay or cause to be paid any transfer taxes payable on the transfer of Original Notes to them, except as otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.

        The Exchange Offer is not being made to (nor will the surrender of Original Notes be accepted from or on behalf of) holders in any jurisdiction in which the making or acceptance of the offer would not be in compliance with the laws of such jurisdiction.

        No person has been authorized to give any information with respect to the Exchange Offer, or to make any representation in connection therewith, other than those contained in the Prospectus and the Letter of Transmittal. If made or given, such recommendation or any such information or representation must not be relied on as having been authorized by the Companies.

        Additional copies of the enclosed materials may be obtained from us upon request.

Very truly yours,

STARZ, LLC
STARZ FINANCE CORP.

2

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Exhibit 99.3