S-3ASR

As filed with the Securities and Exchange Commission on June 6, 2013

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Lions Gate Entertainment Corp.

Lions Gate Entertainment Inc.

(Exact Name of Registrants as specified in their charters)

British Columbia, Canada Delaware	N/A 98-0183157
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
(877) 848-3866 2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
(310) 449-9200

(Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices)

Wayne Levin

General Counsel and Chief Strategic Officer

Lions Gate Entertainment Corp.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404

(310) 449-9200

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copy to:

David E. Shapiro

Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, New York 10019

(212) 403-1000

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filed, 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 Exchange Act.  (Check one):

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered	Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
1.25% Convertible Senior Subordinated Notes due 2018 and Related Guarantee	$60,000,000(1)		100	%(2)(3)	$60,000,000	(2)	$8,184
Common shares, no par value	2,000,000 shares(4)			(5)		(5)		(5)
Total					$60,000,000		$8,184

(1)Represents the aggregate principal amount of the 1.25% Convertible Senior Subordinated Notes due 2018 issued by Lions Gate Entertainment Inc. prior to the date of this registration statement.

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

(3)Exclusive of accrued interest, if any.

(4)Such number represents the number of Lions Gate Entertainment Corp. common shares that are initially issuable upon conversion of the notes registered hereby. For purposes of estimating the number of Lions Gate Entertainment Corp. common shares issuable upon conversion of the notes, the registrants used a conversion price of approximately $30.00 per common share, which is the initial conversion price under the notes. Pursuant to Rule 416 under the Securities Act of 1933, in addition to the Lions Gate Entertainment Corp. common shares set forth in this table, the number of such shares registered hereby includes such additional indeterminate number of Lions Gate Entertainment Corp. common shares as may be issuable from time to time upon conversion of the notes as a result of share splits, share dividends and the anti-dilution provisions thereof.

(5)No additional consideration will be received for the common shares issuable upon conversion of the notes, and, therefore, no registration fee is required pursuant to Rule 457(i).

PROSPECTUS

LIONS GATE ENTERTAINMENT CORP.

LIONS GATE ENTERTAINMENT INC.

$60,000,000 Aggregate Principal Amount of
1.25% Convertible Senior Subordinated Notes due 2018

2,000,000 Common Shares Issuable upon Conversion of Notes

Lions Gate Entertainment Inc., or LGEI, issued the notes in a private placement in April 2013. This prospectus may be used by the selling securityholders to sell their notes and related guarantee and Lions Gate Entertainment Corp., or Lions Gate, common shares issuable upon conversion of the notes.  Lions Gate is the parent company of LGEI.

The notes bear interest at a rate of 1.25% per annum and began accruing interest from their date of issuance, April 15, 2013. The interest payment dates on the notes is April 15 and October 15 of each year, beginning on October, 2013.  The notes will mature on April 15, 2018.

The notes are convertible, at the option of the holder, into common shares of Lions Gate, at any time before maturity or repurchase by us. The initial conversion rate is 33.33333 common shares per $1,000 principal amount of notes (equivalent to a conversion price of approximately $30.00 per common share) subject to adjustment in certain circumstances. In addition, under certain circumstances, if a holder converts such holder’s notes upon a change in control, such holder will be entitled to receive a make whole premium. Lions Gate common shares are quoted on the New York Stock Exchange, or the NYSE, under the symbol “LGF.”

Each noteholder may require LGEI to repurchase the notes upon a “designated event” as described in this prospectus, at a price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest and additional interest, if any, to, but excluding, the date of repurchase.

Lions Gate has fully and unconditionally guaranteed the payment of principal and interest on the notes and amounts payable upon repurchase on an unsecured senior subordinated basis. The notes and related guarantee are subordinated in right of payment to the prior payment in full of LGEI’s and Lions Gate’s Senior Debt as specified in this prospectus. The notes and related guarantee are effectively subordinated to the liabilities of Lions Gate’s direct and indirect subsidiaries other than LGEI.

On June 3, 2013, the last reported sale price of Lions Gate’s common shares was US$29.49 per share on the NYSE.

We will not receive any proceeds from the sale by the selling securityholders of the notes or the common shares issuable upon conversion of the notes. Other than selling commissions and fees and share transfer taxes, we will pay all expenses of the registration of the notes, the common shares issuable upon conversion of the notes, and certain other expenses.

Our business and an investment in the notes involves significant risks. See “Risk Factors” beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 6, 2013.

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION	i
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
SUMMARY	1
RISK FACTORS	5
USE OF PROCEEDS	7
DESCRIPTION OF NOTES	7
DESCRIPTION OF COMMON SHARES	25
CERTAIN U.S. AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	27
SELLING SECURITYHOLDERS	37
PLAN OF DISTRIBUTION	38
LEGAL MATTERS	40
EXPERTS	40

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Neither Lions Gate nor LGEI is making any representation to any purchaser of the securities regarding the legality of an investment in the securities by such purchaser under any legal investment or similar laws or regulations.

Throughout this prospectus, the terms “Lions Gate,” the “Company,” “we,” “us” and “our” refer to Lions Gate Entertainment Corp., a British Columbia corporation, the guarantor of the notes and the issuer of the common shares issuable upon conversion of the notes. The term LGEI refers to Lions Gate Entertainment Inc., a Delaware corporation, the issuer of the notes and an indirect wholly-owned subsidiary of Lions Gate. Where specifically noted or where the context requires otherwise, references to “Lions Gate,” “the Company,” “we,” “us” and “our” also include its subsidiaries (including LGEI). All dollar amounts are in United States dollars unless otherwise indicated.  The terms “you” and “your” refer to the holders of the notes.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, which we refer to as the Commission or the SEC. Our SEC filings are available to the public via the internet at the SEC’s website (www.sec.gov). You may also inspect and copy any document we file with the SEC at the Commission’s public reference facility at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference facility.

This prospectus constitutes part of a registration statement on Form S-3 filed under the United States Securities Act of 1933, as amended, or the Securities Act, with respect to the securities being offered. As permitted by the Commission’s rules, this prospectus omits some of the information, exhibits and undertakings included in the registration statement. You may read and copy the information omitted from this prospectus but contained in the registration statement, as well as the periodic reports and other information we file with the Commission, at the public reference facilities maintained by the Commission in Washington, D.C.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by

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reference is an important part of this prospectus, and information that we file later with the Commission will automatically update, modify and supersede this information. We incorporate by reference the following documents we have filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act:

·our annual report on Form 10-K for the fiscal year ended March 31, 2013, filed on May 30, 2013;

·our current report on Form 8-K filed on June 3, 2013, May 31, 2013, May 30, 2013 and current report on Form 8-K/A filed on March 22, 2012; and

·the description of our common shares contained in our Registration Statement on Form 8-A filed on August 5, 2004 (Commission File No. 001-14880), and any amendment or report filed for the purpose of updating such description.

In addition, all documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus until all the securities to which this prospectus relates are sold shall be deemed incorporated by reference into this prospectus and to be a part of this prospectus from the respective dates of filing such documents. Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of the information incorporated by reference into this prospectus, but not delivered herewith, at no cost, by writing or telephoning us at the following address:

Investor Relations Department
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
(310) 449-9200

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus.

No separate financial statements of LGEI are included or incorporated by reference into this prospectus. LGEI and Lions Gate consider these financial statements not to be material to holders of the notes because LGEI’s results of operations are included in the consolidated financial statements of Lions Gate. LGEI does not file annual, quarterly or current reports with the SEC. However, Lions Gate’s financial statements contain consolidating financial information for (1) Lions Gate on a stand-alone basis, (2) LGEI on a stand-alone basis, (3) the non-guarantor subsidiaries of Lions Gate (including subsidiaries of LGEI) on a combined basis and (4) Lions Gate on a consolidated basis. Any notes issued by LGEI are fully and unconditionally guaranteed by Lions Gate.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein and therein by reference contain forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecasts,” and the like, the negatives of such expressions, or the use of the future

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tense. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements include, but are not limited to, statements concerning:

·our ability to operate profitably;

·expectations that we will have sufficient capital to repay our indebtedness as it becomes due and to finance our ongoing business and operations;

·our ability to successfully identify and integrate future acquisitions;

·the popularity of our motion pictures and other content offerings;

·fluctuations in our revenues and results of operations;

·our ability to manage future growth;

·our ability to exploit our filmed and television content library;

·external factors in the motion picture and television industry;

·our theatrical slate financing arrangements;

·our competition;

·protecting and defending against intellectual property claims;

·piracy of motion pictures; and

·our ability to meet certain Canadian regulatory requirements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and other factors that may affect our business and operating results, including, but not limited to, the substantial investment of capital required to produce and market films and television series, increased costs for producing and marketing feature films and television series, budget overruns, limitations imposed by our credit facilities and notes, unpredictability of the commercial success of our motion pictures and television programming, risks related to our acquisition strategy and integration of acquired businesses, the effects of dispositions of businesses or assets, including individual films or libraries, the cost of defending our intellectual property, difficulties in integrating acquired businesses, technological changes and other trends affecting the entertainment industry, and the other risks and uncertainties discussed under Part I, Item 1.A. “Risk Factors” found in our Annual Report on Form 10-K filed with the SEC on May 30, 2013, and any other such disclosures made in our other reports filed with the SEC. Please consider our forward-looking statements in light of those risks as you read this prospectus. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Additional risks relating to our business, the industries in which we operate or any securities the selling securityholders may offer and sell under this prospectus may be described from time to time in our filings with the SEC. We do not intend, and undertake no obligation, to publish revised forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

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SUMMARY

You should read the following summary together with the more detailed information regarding LGEI and Lions Gate and the notes and common shares offered hereby, including “risk factors” and our consolidated financial statements and related notes, incorporated by reference in this prospectus. Trademarks or service marks used herein are the property of their respective owners, which includes us in some instances. This summary highlights selected information from this prospectus and does not contain all of the information that may be important to you.

About Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc.

Lions Gate is a leading global entertainment company with a strong and diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, family entertainment, digital distribution, new channel platforms and international distribution and sales.

In fiscal 2013 (i.e., the twelve-month period ending March 31, 2013), Lionsgate released 20 motion pictures theatrically, which included both Lionsgate and Summit Entertainment, LLC (“Summit”) films developed and produced in-house, films co-developed and co-produced and films acquired from third parties. In fiscal 2014 and future years, we intend to release approximately 13 to 16 motion pictures theatrically per year.

Our television business consists of the development, production, syndication and distribution of television productions. We currently produce, syndicate and distribute 28 television shows, which air on 20 networks and distribute approximately 280 series worldwide. In fiscal 2014, we expect to grow our television business through continued production and distribution of original content.

We distribute our library of approximately 15,000 motion picture titles and television episodes and programs directly to retailers, rental kiosks, through various digital media platforms, joint ventures, and pay and free television channels in the United States (the “U.S.”), the United Kingdom (the “U.K.”) and Ireland, and indirectly to other international markets through our subsidiaries and various third parties.

We are a corporation organized under the laws of the Province of British Columbia, resulting from the merger of Lions Gate Entertainment Corp. and Beringer Gold Corp. on November 13, 1997. Beringer Gold Corp. was incorporated under the Business Corporation Act (British Columbia) on May 26, 1986 as IMI Computer Corp. Lions Gate Entertainment Corp. was incorporated under the Canada Business Corporations Act using the name 3369382 Canada Limited on April 28, 1997, amended its articles on July 3, 1997 to change its name to Lions Gate Entertainment Corp., and on July 24, 1997, continued under the Business Corporation Act (British Columbia).

Our principal offices are located at 1055 West Hastings Street, Suite 2200, Vancouver, British Columbia V6E 2E9 and at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404. Our telephone numbers are (877) 848-3866 in Vancouver and (310) 449-9200 in Santa Monica. To find out more information regarding us and our business, you should read the section of the prospectus entitled “Where You Can Find More Information.” We maintain a website at http://www.lionsgate.com. None of the information contained on our website or on websites linked to our website is part of this prospectus.

Recent Developments

On April 15, 2013, LGEI sold $60.0 million in aggregate principal amount of the notes to Kornitzer Capital Management, Inc. Lions Gate intends to use the proceeds from the sale of the notes to pay down existing higher interest rate debt. This prospectus relates to the resale by the selling securityholders of the notes and related guarantee and Lions Gate common shares issuable upon conversion of the notes.

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	The Notes
Issuer	Lions Gate Entertainment Inc. or LGEI.
Securities Offered	An aggregate principal amount of $60,000,000 of outstanding 1.25% Convertible Senior Subordinated Notes due 2018 and common shares of Lions Gate issuable upon conversion of the notes. The notes were issued on April 15, 2013. See “Recent Developments.”
Maturity Date	April 15, 2018.
Guarantee	The notes are fully and unconditionally guaranteed by Lions Gate.
Ranking	The notes and the related guarantee, as applicable:
	·      are unsecured senior subordinated obligations;
	·      rank subordinate in right of payment to (i) up to $1 billion outstanding principal amount of bank debt, (ii) up to $100 million outstanding principal amount of vendor financing and (iii) to the extent of the value of the assets securing the debts described in this clause (iii), secured financing in connection with motion picture and television productions and/or acquisitions, or acquisitions of libraries or catalogues; see “Description of Notes—Ranking”;
	·      are effectively subordinated to all other existing and future secured indebtedness of LGEI or Lions Gate, as applicable, such as LGEI’s outstanding $436 million senior secured second-priority notes due 2016, which we refer to as the High Yield Notes, to the extent of the value of the assets securing such debt;
	·      are effectively subordinated to the liabilities, including trade payables, of Lions Gate’s direct and indirect subsidiaries other than LGEI; and
	·      other than as set forth above, rank on parity in right of payment with all LGEI’s and Lions Gate’s existing and future unsecured senior debt, including LGEI’s outstanding $0.3 million 2.9375% convertible senior subordinated notes due 2024 issued in October 2004, which we refer to as the 2004 Notes, LGEI’s outstanding $64.5 million 3.625% convertible senior subordinated notes due 2025 issued in April 2009, which we refer to as the 2009 Notes, and LGEI’s outstanding $45.0 million 4.00% convertible senior subordinated Notes due 2017 issued in January 2012, which we refer to as the 2012 Notes.

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Interest	LGEI will pay 1.25% per annum on the principal amount of notes, payable semiannually in arrears. The interest payment dates on the notes are April 15 and October 15 of each year, beginning October 15, 2013. The interest rate will be calculated using a 360-day year composed of twelve 30-day months.
Conversion	You may convert the notes into common shares of Lions Gate at a conversion rate of 33.3333 common shares per $1,000 principal amount of notes, subject to adjustment, at any time before the close of business on or prior to the trading day immediately before the maturity date, unless your notes have been previously repurchased.
Repurchase at the Option of the Holder Upon a Designated Event	You may require LGEI to repurchase all or a portion of your notes for cash upon the occurrence of a designated event (as described under “Description of the Notes—Repurchase at the Option of the Holder Upon a Designated Event”) at a repurchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and additional interest, if any, to, but not including, the repurchase date.
Make Whole Premium Upon a “Change in Control”	If you elect to convert your notes, upon the occurrence of a “change in control” (as defined in “Description of the Notes—Repurchase at the Option of the Holder Upon a Designated Event”), under certain circumstances, you will be entitled to receive, in addition to a number of common shares equal to the applicable conversion rate, an additional number of common shares, which we refer to as the make whole premium.
	The amount of the make whole premium, if any, will be based on the price of the common shares of Lions Gate on the effective date of the designated event. A description of how the make whole premium will be determined and a table showing the make whole premium that would apply at various common share prices and change in control effective dates is set forth under “Description of the Notes—Determination of the Make Whole Premium.” No make whole premium will be paid if the price of the common shares of Lions Gate is less than $23.25 or if the price of the common shares of Lions Gate exceeds $90.00 (in each case, subject to adjustment).
Public Acquiror “Change in Control”	Instead of paying a make whole premium, in the event of a change in control that is a public acquiror “change in control,” LGEI may elect to adjust the conversion rate and related conversion obligation such that from and after the effective date of such public acquiror “change in control,” holders of the notes will be entitled to convert their notes into an adjusted number of shares of the public acquiror’s common stock. See “Description of the Notes—Public Acquiror Change in Control.”

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Use of Proceeds	We will not receive any proceeds from the sale of the notes and the other securities offered by this prospectus.
Registration Rights	LGEI and Lions Gate have agreed to use their respective commercially reasonable efforts to keep the shelf registration statement effective, until the earlier of the following has occurred:
	·      all notes and the common shares of Lions Gate issuable upon conversion of the notes covered by the registration statement have been sold pursuant to the shelf registration statement under the Securities Act;
	·      the date when the holding period under Rule 144(d) under the Securities Act applicable to holders of the notes that are not affiliates of Lions Gate has expired; or
	·      the date when all of the notes and the common shares of Lions Gate issuable upon conversion of the notes have ceased to be outstanding.
Sinking Fund	None.
Trading	LGEI does not intend to list the notes on any U.S. national securities exchange. Lions Gate’s common shares are listed on the NYSE.
Risk Factors	You should consider carefully the information set forth in the section entitled “Risk Factors” beginning on page 5 of this prospectus and all the other information provided to you in this prospectus in deciding whether to invest in the notes.
NSYE Symbol of Lions Gate’s Common Shares	LGF

Common Shares

This prospectus may be used by the respective selling securityholders to sell the common shares of Lions Gate issuable upon conversion of their notes. We will not receive any proceeds from the sale of the common shares and the other securities offered by this prospectus.

Risk Factors

See “Risk Factors” and other information in this prospectus for a discussion of factors you should consider carefully before deciding to invest in the notes or our common shares.

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Ratio of Earnings to Fixed Charges

The following table sets forth our ratio of earnings to fixed charges for the periods shown:

	Fiscal Year Ended March 31,
	2013	2012	2011	2010	2009
Ratio of Earnings to Fixed Charges(1)	2.4x	(1)	1.1x	1.2x	(1)

(1)“Earnings” include pretax income from continuing operations before non-controlling interests or equity interests plus (a) fixed charges and amortization of capitalized interest minus (b) interest capitalized. “Fixed charges” consist of interest expensed, interest capitalized and an estimate of interest within rental expense.

We had pretax losses for the years ended March 31, 2012 and 2009, and as a result, the ratio of earnings to fixed charges was less than one to one. Earnings were insufficient to cover fixed charges by $47.8 million and $171.1 million for the years ended March 31, 2012 and 2009, respectively.

RISK FACTORS

Before you invest in our securities, in addition to the other information in the prospectus, you should carefully consider the risks and uncertainties described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on May 30, 2013, before making an investment decision in our company. You should also carefully consider any risk factors set forth in the documents incorporated by reference into this prospectus, as well as other information we include or incorporate by reference into this prospectus. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. All of these could adversely affect our business, financial condition, results of operations and cash flows and, thus, the value of an investment in our company.

Risks Related to the Notes Offering

Your right to receive payment is junior to certain other existing and future indebtedness.

The notes and, as applicable, the related guarantee, are unsecured and subordinated in right of payment to all of LGEI’s and Lions Gate’s existing and future Senior Debt (as defined under “Description of the Notes—Certain Definitions”). As a result, in the event of bankruptcy, liquidation or reorganization or other events of default under our senior debt facilities (including a change of control) or upon acceleration of the notes due to an event of default under the indenture, and in specific other events, our assets will be available to pay obligations on the notes only after all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt has been made. There may not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding. The notes and the related guarantee are also effectively subordinated to the indebtedness and other liabilities, including trade payables, of Lions Gate’s direct and indirect subsidiaries other than LGEI. The indenture does not prohibit or limit the incurrence of indebtedness and other liabilities by us. We and our subsidiaries are not prohibited from borrowing substantial additional indebtedness, including Senior Debt in the future under the terms of the indenture. Our incurring additional indebtedness and other liabilities could adversely affect our ability to pay our obligations on the notes. We anticipate that from time to time we and our subsidiaries will incur additional indebtedness, including Senior Debt.

In addition, all payments on the notes will be blocked in the event of a payment default on certain Senior Debt and may be blocked for up to 179 days in the event of certain non-payment defaults on certain Senior Debt.

In the event of a bankruptcy, liquidation or reorganization relating to us, holders of the notes will participate with trade creditors and all other holders of pari passu indebtedness, including holders of the 2004 Notes, the 2009 Notes and the 2012 Notes, in the assets remaining after we have satisfied all of the Senior Debt. We may

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not have sufficient funds to pay all of our creditors and holders of notes may receive less, ratably, than the holders of Senior Debt.

The make whole premium payable on notes converted in connection with a change in control, under certain circumstances, may not adequately compensate you for any loss you may experience as a result of such change in control.

If a change in control occurs, under certain circumstances, LGEI will pay a make whole premium on notes converted in connection with such change in control. The amount of the make whole premium will be determined based on the date on which the change in control becomes effective and the price paid per share of the common shares of Lions Gate in the transaction constituting the designated event, as described below under “Description of the Notes—Determination of the Make Whole Premium.” The amount of the make whole premium you may receive may not adequately compensate you for any loss you may experience as a result of such change in control. In addition, if the market price of common shares of Lions Gate at the time of such change in control is greater than $90.00 per common share or less than $23.25 per common share (in each case, subject to adjustment), no make whole premium will be paid.

We may be unable to repurchase the notes upon the occurrence of a designated event.

Pursuant to the indenture governing the notes, a designated event will be deemed to have occurred upon a change in control, change in management or termination of trading, as described below under “Description of the Notes—Repurchase at the Option of the Holder Upon a Designated Event.” If a designated event occurs, LGEI will have to offer to repurchase the notes at their principal amount, together with all accrued and unpaid interest, if any. We cannot assure you that we will have sufficient funds, or that any of our other then-existing debt agreements will permit us, to repurchase the notes upon a designated event or pay any applicable make whole premium upon a change in control. A designated event may also constitute an event of default under, or trigger redemption rights in respect of, our Senior Debt and any other indenture or other agreement governing then-existing indebtedness, which could prevent us from repurchasing the notes or paying any applicable make whole premium. If a designated event occurred and accelerated our other indebtedness or resulted in such redemption rights, we cannot assure you that we would have sufficient financial resources, or be able to arrange sufficient financing, to pay the repurchase price for the notes and any applicable make whole premium and amounts due under any other indebtedness. Our inability to repurchase the notes upon the occurrence of a designated event would constitute an event of default under the indenture that governs the notes and possibly under the terms of other indebtedness that we have at the time. The designated event feature of the notes could make it more difficult for a third party to acquire us, even if such an acquisition would be beneficial to you and our shareholders.

Conversion of the notes will dilute the ownership interest of existing shareholders.

The conversion of the notes into common shares of Lions Gate will dilute the ownership interests of existing shareholders. Any sales in the public market of the common shares issuable upon conversion of the notes could adversely affect prevailing market prices of Lions Gate’s common shares. In addition, the existence of the notes may encourage short selling by market participants due to this dilution or facilitate trading strategies involving the notes and Lions Gate’s common shares, all of which could have an adverse impact on the market price of the notes and the shares issuable upon conversion of the notes.

An active trading market for the notes may not develop and the transfer of the notes will be restricted.

There is currently no public market for the notes. No notes resold under this prospectus will trade in the PORTAL system. We do not intend to list the notes on any U.S. national securities exchange. Accordingly, no market for the notes may develop, and any market that develops may not last.

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The market price of the notes could be significantly affected by the market price of Lions Gate’s common shares, which can be volatile, and other factors.

We expect that the market price of the notes will be significantly affected by the market price of Lions Gate’s common shares. This may result in greater volatility in the market price of the notes than would be expected for nonconvertible debt securities. The market price of Lions Gate’s common shares will likely continue to fluctuate in response to the following factors, some of which are beyond our control:

·quarterly fluctuations in our operating and financial results;

·changes in financial estimates and recommendations by financial analysts;

·failure to maintain an effective system of internal controls or to implement changes to address reportable conditions, significant deficiencies or material weaknesses;

·developments related to litigation involving us;

·box office success of our major film releases;

·fluctuations in the share price and operating results of our competitors;

·changes in government regulation or the failure to meet regulatory requirements;

·acquisitions and financings;

·sale of a substantial number of shares held by the existing shareholders in the public market, including shares issued upon exercise of outstanding options or warrants or upon the conversion of convertible debt securities; and

·general conditions in the entertainment industry.

USE OF PROCEEDS

The selling securityholders will receive all the proceeds from the sale of the notes and common shares sold under this prospectus. We will not receive any proceeds from the sale of these securities.

DESCRIPTION OF NOTES

LGEI issued the notes under an indenture dated as of April 15, 2013 among LGEI, as issuer, Lions Gate, as guarantor, and U.S. Bank National Association, as trustee. The notes and the common shares issuable upon conversion of the notes are covered by a registration rights provision in the purchase agreement for the notes dated April 15, 2013 among Lions Gate, LGEI and Kornitzer Capital Management, Inc. You may request a copy of the indenture from the trustee. The following description is a summary of the material provisions of the notes, the indenture and the registration rights provision. It does not purport to be complete. This summary is subject to, and is qualified by reference to all the provisions of the indenture, including the definitions of certain terms used in the indenture. Wherever particular provisions or defined terms of the indenture or form of note are referred to, those provisions or defined terms are incorporated in this prospectus by reference. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes.

General

The notes and the related guarantee, as applicable:

·bear interest at a rate of 1.25% per year, payable semiannually in arrears, with interest payment dates on April 15 and October 15 of each year, beginning October 15, 2013;

·are unsecured, senior subordinated obligations of LGEI, and subordinated to all of Lions Gate’s and LGEI’s existing and future Senior Debt (which comprises (i) Credit Facility Debt in an aggregate principal amount not to exceed $1 billion at any time outstanding, (ii) Vendor Financing Debt in an

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aggregate principal amount not to exceed $100 million at any time outstanding and (iii) to the extent of the value of the assets securing the debt described in this clause (iii), all secured financing incurred in connection with motion picture and television production and/or acquisitions, and the acquisition of libraries and catalogues);

·are effectively subordinated to all other secured debt of LGEI and of Lions Gate, such as LGEI’s outstanding $436 million High Yield Notes, to the extent of the value of the assets securing such debt;

·are effectively subordinated to all liabilities, including trade payables, of Lions Gate’s subsidiaries other than LGEI;

·other than as set out above, rank on parity in right of payment with all of LGEI’s and Lions Gate’s existing and future unsecured senior debt including LGEI’s outstanding $0.3 million 2004 Notes, LGEI’s outstanding $64.5 million 2009 Notes and LGEI’s outstanding $45.0 million 2012 Notes;

·are convertible by you at any time on or prior to the trading day preceding the maturity date into common shares of Lions Gate, LGEI’s ultimate parent company, at an initial conversion rate of 33.33333 shares per $1,000 principal amount of notes, which is equal to a conversion price of approximately $30.00 per share, subject to adjustment upon certain events as described under “Conversion Rights”;

·upon the occurrence of a change in control, under certain circumstances, are convertible by you into common shares of Lions Gate at a conversion rate of 33.33333 shares per $1,000 principal amount of notes (subject to adjustment) plus an additional number of Lions Gate common shares as a make whole premium;

·are subject to repurchase by LGEI at your option if a designated event, as defined, occurs, at a price of 100% of the principal amount, plus accrued and unpaid interest to but excluding the repurchase date; and

·are due on April 15, 2018, unless earlier converted or repurchased.

The indenture governing the notes does not contain any financial covenants and does not generally restrict us from paying dividends, incurring or refinancing Senior Debt or any other indebtedness or issuing or repurchasing our other securities. The indenture also does not protect you in the event of a highly leveraged transaction or a change in control of Lions Gate or LGEI, except to the extent described under “—Repurchase at the Option of the Holder Upon a Designated Event” below.

The notes are in denominations of $1,000 and integral denominations of $1,000 in fully registered form.

LGEI will pay principal, premium, if any, and interest at maturity on definitive notes at LGEI’s office or agency in New York City, which initially will be the office or agency of the trustee in New York City.

You may present definitive notes for conversion, registration of transfer and exchange, without service charge, at LGEI’s office or agency in New York City, which shall initially be the office or agency of the trustee in New York City. For information regarding conversion, registration of transfer and exchange of global notes, see “—Form, Denomination and Registration.”

LGEI will pay principal, interest and premium, if any, on global notes to DTC in immediately available funds. LGEI will pay interest prior to maturity on:

·definitive notes having an aggregate principal amount of $5,000,000 or less by check mailed to the holders of these notes; and

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·definitive notes having an aggregate principal amount of more than $5,000,000 by wire transfer in immediately available funds at the election of the holders of these notes.

Interest

The notes bear interest at an annual rate of 1.25% on the principal amount from the most recent date to which interest has been paid or provided for or, if no interest has been calculated, from April 15, 2013. The interest payment dates on the notes is April 15 and October 15 of each year, commencing on October 15, 2013. Interest will be payable to holders of record at the close of business on the April 1 and October 1 (whether or not a business day) immediately preceding each respective interest payment date. Each payment of interest on the notes will include interest accrued through the day prior to the applicable interest payment date or the date of maturity (or earlier repurchase, or, in some circumstances, conversion), as the case may be. Any payment of principal and interest scheduled to be made on any day that is not a business day will be made on the next succeeding business day. Interest will be computed on the basis of a 360-day year composed of twelve 30-day months.

Conversion Rights

You have the right to convert your notes, in whole or in part, into common shares of Lions Gate at any time on or prior to the close of business on the business day immediately preceding the maturity date, unless your notes have been previously repurchased.

The initial conversion rate for the notes for each $1,000 principal amount of notes is 33.33333 common shares of Lions Gate, subject to adjustment as described under “—Conversion Rate Adjustments,” which represents an initial conversion price of approximately $30.00 per share.  A holder may convert only in denominations of $1,000 principal amount and whole multiples thereof.

Except as provided in the next paragraph, upon conversion you will not receive any cash payment of accrued and unpaid interest and additional interest, if any, on the notes. Accrued and unpaid interest and additional interest, if any, is deemed to be paid in full with the common shares of Lions Gate issued upon conversion rather than cancelled, extinguished or forfeited.

If you convert after the record date for an interest payment but prior to the corresponding interest payment date, you will receive on the corresponding interest payment date the interest and additional interest, if any, accrued and unpaid on such notes to but excluding such interest payment date, notwithstanding your conversion of those notes prior to the interest payment date, assuming you were the holder of record on the corresponding record date. However, except as provided in the next sentence, at the time you surrender such notes for conversion, you must pay to LGEI an amount equal to the interest and additional interest, if any, that has accrued and will accrue and be paid on the notes being converted on the corresponding interest payment date. You are not required to make such payment:

·if you convert your notes in connection with a designated event and LGEI has specified a designated event repurchase date that is after a record date and on or prior to the corresponding interest payment date; or

·to the extent of any overdue interest, if overdue interest exists at the time of conversion with respect to such note.

LGEI will not issue fractional common shares of Lions Gate upon conversion of notes. Instead, LGEI will pay cash in lieu of fractional shares based on the last reported sale price of the common shares of Lions Gate on the trading day immediately preceding the conversion date.

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Conversion Procedures

Procedures to be Followed by a Holder

If you hold a beneficial interest in a global note through a participant or an indirect participant, to convert your interest into common shares of Lions Gate, you should contact your broker or the participant or indirect participant through whom you hold such beneficial interest to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion. To convert beneficial interests in a global note, you must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program, and, if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled and, if required, pay all taxes or duties, if any.

If you hold a certificated note, to convert you must:

·complete and manually sign the conversion notice on the back of the note or a facsimile of the conversion notice;

·deliver the completed conversion notice and the notes to be converted to the specified office of the conversion agent;

·if required, furnish appropriate endorsements and transfer documents;

·if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled; and

·if required, pay all transfer or similar taxes, if any.

The conversion date will be the date on which you have satisfied all of the foregoing requirements. The notes will be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the conversion date.

You will not be required to pay any taxes or duties relating to the issuance or delivery of common shares of Lions Gate if you exercise your conversion rights, but you will be required to pay any tax or duty which may be payable relating to any transfer involved in the issuance or delivery of the common shares in a name other than your own. Certificates representing common shares will be issued and delivered only after all applicable taxes and duties, if any, payable by you have been paid in full.

Settlement Upon Conversion

Settlement in common shares of Lions Gate will occur as soon as practicable. The settlement amount will be computed as follows: LGEI will deliver to the holder a number of common shares of Lions Gate equal to (i) the aggregate principal amount of notes to be converted divided by 1,000 and multiplied by (ii) the conversion rate then in effect (plus cash in lieu of fractional shares).

Conversion Rate Adjustments

LGEI will adjust the conversion rate (as well as the share prices set forth in the table of make whole premiums provided under “—Determination of the Make Whole Premium”) if any of the following events occur:

(1)           Lions Gate issues to all holders of its common shares additional common shares as a dividend or distribution on its common shares;

(2)           Lions Gate issues to all holders of its common shares any rights or warrants to purchase its common shares (or securities convertible into its common shares) at a price per common share less than (or having a conversion price per common share less than) the then current market price of its common shares;

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(3)           Lions Gate subdivides or combines its outstanding common shares;

(4)           Lions Gate distributes to all holders of its common shares, either additional common shares, evidences of indebtedness or assets, including securities but excluding:

·dividends or distributions specified in clause (1) above;

·rights or warrants specified in clause (2) above;

·dividends or distributions paid exclusively in cash; and

·dividends and distributions in connection with a reclassification, consolidation, merger, combination, conveyance, binding share exchange or sale resulting in a change in the conversion consideration pursuant to the second succeeding paragraph;

(5)           Lions Gate distributes cash to all holders of its common shares, including any quarterly cash dividend; or

(6)           Lions Gate or one of its subsidiaries makes a payment in respect of a tender offer or exchange offer for Lions Gate common shares to the extent that the cash and value of any other consideration included in the payment per common share exceeds the average of the closing sale price per common share for each of the ten consecutive trading days next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer.

However, adjustment shall not be required if holders of notes participate in the transactions otherwise giving rise to an adjustment on a basis and with notice that Lions Gate’s board of directors determines to be fair and appropriate.

In the case of any adjustment pursuant to clause (4) above, the conversion rate will be adjusted by multiplying the base conversion rate by a fraction:

·the numerator of which is the then current market price of Lions Gate common shares, and

·the denominator of which is (x) the then current market price of Lions Gate common shares minus (y) the fair market value, as determined by Lions Gate board of directors, of the portion of those additional common shares, evidences of indebtedness, or assets, including securities, so distributed applicable to one common share.

However, if Lions Gate distributes capital stock of, or similar equity interests in, one of its subsidiaries or other business units, the conversion rate will be adjusted based on the market value of the securities so distributed relative to the market value of its common shares, in each case based on the average closing sales prices of those securities (where such closing prices are available) for the ten trading days commencing on and including the fifth trading day after the date on which “ex-dividend trading” commences for such distribution on the New York Stock Exchange or such other national or regional exchange or market on which the securities are then listed or quoted.

If an adjustment is required in respect of a distribution of cash pursuant to clause (5) above, the conversion rate shall be increased so that it equals the rate determined by multiplying the conversion rate in effect on the applicable record date by a fraction:

·the numerator of which shall be the current market price (as defined below) of a common share of Lions Gate on the record date; and

·the denominator of which shall be such current market price less the full amount of the distribution, in each case applicable to one common share.

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“Current market price” shall mean the average of the daily closing sale prices per common share of Lions Gate for the ten consecutive trading days ending on the earlier of the date of determination and the day before the “ex” date with respect to the distribution requiring such computation. For purposes of this paragraph, the term “ex” date, when used with respect to any distribution, means the first date on which the common shares trade, regular way, on the relevant exchange or in the relevant market from which the closing sale price was obtained without the right to receive such distribution.

Notwithstanding the foregoing, adjustments to the conversion rate resulting from any quarterly cash dividends may not cause the conversion rate (as adjusted for any other adjustment) to exceed the quotient obtained by dividing the principal amount of a note by the last reported sale price of the common shares of Lions Gate on the trading day immediately prior to the date on which LGEI issues the notes.

In the case of any adjustment pursuant to clause (6) above, the conversion rate will be adjusted by multiplying the base conversion rate by a fraction:

·the numerator of which will be the sum of (x) the fair market value, as determined by the Lions Gate board of directors, of the aggregate consideration payable for all of the Lions Gate common shares that Lions Gate purchases in such tender or exchange offer and (y) the product of (i) Lions Gate common shares outstanding less any such purchased shares and (ii) the average of the closing sale price per common share for each of the ten consecutive trading days next succeeding the expiration of the tender or exchange offer, and

·the denominator of which will be the product of the number of Lions Gate common shares outstanding, including any such purchased shares, and the average of the closing sale price per common share for each of the ten consecutive trading days next succeeding the expiration of the tender or exchange offer.

To the extent that any rights plan adopted by Lions Gate is in effect upon conversion of the notes, you will receive, in addition to the common shares of Lions Gate, the rights under the rights plan whether or not the rights have separated from the common shares of Lions Gate at the time of conversion of the notes, in which case, the conversion rate will be adjusted as if Lions Gate distributed to all holders of its common shares, its common shares, evidences of indebtedness or assets as described above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

In the event of:

·any reclassification of the common shares of Lions Gate;

·a consolidation, merger, binding share exchange or combination involving Lions Gate; or

·a sale or conveyance to another person or entity of all or substantially all of the property and assets of Lions Gate;

in which holders of the common shares of Lions Gate would be entitled to receive capital stock, other securities, other property, assets or cash for their common shares, then upon conversion of your notes you will generally be entitled to receive the same type (and in the same proportions) of consideration which you would have been entitled to receive if you had converted your notes into the common shares of Lions Gate immediately prior to any of these events or, if LGEI so elects, into shares of the Acquiror (as defined below under “—Public Acquiror Change in Control”).

LGEI may, to the extent permitted by applicable law and in accordance with the indenture, from time to time, increase the conversion rate if its board of directors determines that this increase would be in its best interests. Any such determination by its board will be conclusive. In addition, LGEI may increase the conversion rate if its board of directors deems it advisable to avoid or diminish any income tax to holders of common shares of Lions Gate resulting from any dividend or distribution on the common shares of Lions Gate or rights distribution or similar event.

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LGEI will not be required to make an adjustment in the conversion rate unless the adjustment would require a change of at least 1% in the conversion rate in effect at such time. However, LGEI will carry forward any adjustments that are less than 1% of the conversion rate and make such carried forward adjustments on and as of the date of conversion, regardless of whether the aggregate adjustment is less than 1%. Except as described above in this section, LGEI will not adjust the conversion rate.

Notwithstanding the foregoing, any conversion of the notes held by a Canadian holder may be subject to the availability of a prospectus exemption under applicable Canadian securities laws until such time as a final receipt has been issued for a Canadian prospectus qualifying the distribution of the underlying common shares.

If at any time Lions Gate makes a distribution of property to its shareholders that would be taxable to such shareholders as a dividend for U.S. federal income tax purposes, such as distributions of evidences of indebtedness or assets by Lions Gate, but generally not dividends on common shares or rights to subscribe for common shares, and, pursuant to the conversion price adjustment provisions of the indenture, the number of common shares into which notes are convertible is increased, that increase may be deemed for U.S. federal income tax purposes to be the payment of a taxable dividend to holders of the notes. See “Certain U.S. Federal and Canadian Income Tax Considerations.”

No sinking fund is provided for the notes, which means that the indenture does not require LGEI to redeem or retire the notes periodically.

Repurchase at the Option of the Holder Upon a Designated Event

If a designated event (as defined below) occurs at any time prior to the maturity of the notes, LGEI will mail to all record holders, as well as the trustee, a notice of the occurrence of a designated event within 10 days after LGEI has become aware of such an occurrence. Following receipt of the notice, you may require LGEI to repurchase your notes for cash, in whole or in part, on a repurchase date specified by LGEI that is not less than 20 nor more than 30 business days after the date of the notice from LGEI of the designated event. The notes will be repurchased only in integral multiples of $1,000 principal amount (or the entire principal amount of the notes held by any holder).

If you elect to require LGEI to repurchase the notes following the occurrence of a designated event, LGEI will repurchase the notes at a price equal to 100% of the principal amount to be repurchased, plus accrued and unpaid interest and additional interest, if any, to, but excluding, the repurchase date. If such repurchase date falls after a record date and on or prior to the corresponding interest payment date, LGEI will pay the full amount of accrued and unpaid interest payable on such interest payment date to the holder of record on the close of business on the corresponding record date.

If you elect to require LGEI to repurchase your notes, you must deliver to LGEI or its designated agent, prior to the close of business on the repurchase date specified in its designated event notice, your repurchase notice and any notes to be repurchased, duly endorsed for transfer (or, if your notes are not certificated, your repurchase notice must comply with appropriate DTC procedures). LGEI will promptly pay the repurchase price for notes surrendered for repurchase following the repurchase date.

You may withdraw any written repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the repurchase date. The withdrawal notice must state:

·the principal amount of the withdrawn notes;

·if certificated notes have been issued, the certificate number of the withdrawn notes (or, if your notes are not certificated, your withdrawal notice must comply with appropriate DTC procedures); and

·the principal amount, if any, which remains subject to the repurchase notice.

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A “designated event” will be deemed to have occurred upon a change in control, change in management or a termination of trading.

A “termination of trading” will be deemed to have occurred if the common shares of Lions Gate or other common shares into which the notes are convertible are neither listed for trading on a U.S. national securities exchange nor approved for listing on NASDAQ or any similar U.S. system of automated dissemination of quotations of securities prices, and no American Depository Shares or similar instruments for such common shares are so listed or approved for listing in the U.S.

A “change in control” means an event or series of events in which:

·any “person,” including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, of Lions Gate’s capital shares entitling that person to exercise more than 50% of the total voting power of all Lions Gate’s capital shares entitled to vote generally in elections of directors (calculated without giving effect to any shares issued or issuable by Lions Gate upon conversion of the notes), other than any acquisition by Lions Gate, any of its subsidiaries or any of its employee benefit plans,

·Lions Gate consolidates with or merges into any other corporation or business entity or conveys or transfers or leases all or substantially all of its assets to any other person, corporation or business entity or any other corporation or business entity merges into Lions Gate (except solely to the extent necessary to reflect a change in the jurisdiction of incorporation of Lions Gate), and in any such case Lions Gate’s shareholders immediately before such transaction own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting securities of the corporation or business entity resulting from, or the transferee in, such transaction (calculated without giving effect to any shares issued or issuable by Lions Gate upon conversion of the notes),

·any “person,” including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, of LGEI’s capital stock entitling that person to exercise more than 50% of the total voting power of all LGEI capital stock entitled to vote generally in elections of directors (calculated without giving effect to any shares issued or issuable by Lions Gate upon conversion of the notes), other than any acquisition by Lions Gate, LGEI, any of their respective subsidiaries or any of their respective employee benefit plans, or

·LGEI consolidates with or merges into any other corporation or business entity or conveys or transfers or leases all or substantially all of its assets to any other person, corporation or business entity or any other corporation or business entity merges into LGEI (except solely to the extent necessary to reflect a change in the jurisdiction of incorporation of LGEI), and in any such case LGEI’s shareholders immediately before such transaction own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting securities of the corporation or business entity resulting from, or the transferee in, such transaction (calculated without giving effect to any shares issued or issuable by Lions Gate upon conversion of the notes),

provided that a change in control shall not be deemed to occur if at least 90% of the consideration in the change in control transaction consists of common shares traded primarily on a U.S. national securities exchange or quoted primarily on the NASDAQ Market.

For purposes of this definition:

·whether a person is a beneficial owner will be determined in accordance with Rule 13d-3 under the Exchange Act;

·a person includes any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act; and

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·LGEI may rely on Schedule 13D and Schedule 13G filings filed pursuant to the Exchange Act.

A “change in management” means that:

·either (i) both Jon Feltheimer or Michael Burns or (ii) all four of Steven Beeks, Kevin Beggs, Brian Goldsmith and Wayne Levin ceases for any reason, including, without limitation, termination of employment, death or disability to materially perform their functions and services for Lions Gate or LGEI; and

·Lions Gate or LGEI fails for 90 consecutive days following such period to replace the individuals identified above with an individual acceptable to majority of the outstanding note holders.

Any replacement of an individual identified above will be deemed acceptable to the holders unless the trustee notifies LGEI in writing that a majority in aggregate principal amount of the notes then outstanding object to such replacement, within 20 days after receiving a written notice from LGEI containing the name of the proposed replacement.

Any repurchase notice may be withdrawn by the holder by a written notice of withdrawal delivered to the paying agent prior to the close of business on the repurchase date. The notice of withdrawal shall state:

·the principal amount being withdrawn;

·if certificated notes have been issued, the certificate numbers of the notes being withdrawn or, if not, such information as may be required under applicable DTC procedures and the indenture; and

·the principal amount, if any, of the notes that remains subject to the repurchase notice.

Payment of the repurchase price for a note for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon delivery (including book-entry transfer) of the note, together with necessary endorsements, to the paying agent at any time after delivery of the repurchase notice. Payment of the repurchase price for the note will be made promptly following the later of the repurchase date or the time of book-entry transfer or delivery of the note.

If the paying agent holds money or securities sufficient to pay the repurchase price of the note on the repurchase date, then, on and after the business day following the repurchase date:

·the note will cease to be outstanding;

·interest will cease to accrue in respect of any date from and after the repurchase date; and

·all other rights of the holder will terminate, other than the right to receive the repurchase price upon delivery of the note,

in each case whether or not book-entry transfer of the note has been made or the note has been delivered to the paying agent.

These designated event repurchase rights could discourage a potential acquiror of Lions Gate or LGEI. However, this designated event repurchase feature is not the result of management’s knowledge of any specific effort to obtain control of Lions Gate or LGEI by means of a merger, tender offer or solicitation, or part of a plan by management to adopt a series of anti-takeover provisions or to effect management changes that would result in a change in management. The term “designated event” is limited to specified transactions and may not include other events that might adversely affect the financial condition or business operations of Lions Gate or of LGEI. The obligation of LGEI to offer to repurchase the notes upon a designated event would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving

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Lions Gate or LGEI. No notes may be repurchased by LGEI at the option of holders upon a designated event if the principal amount of the notes has been accelerated and such acceleration has not been rescinded.

The definition of change in control includes a phrase relating to the conveyance, transfer, sale, lease or disposition of all or substantially all of the assets of Lions Gate or LGEI, as applicable. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, your ability to require LGEI to repurchase your notes as a result of conveyance, transfer, sale, lease or other disposition of less than all of the assets of Lions Gate or LGEI, as applicable, may be uncertain.

Determination of the Make Whole Premium

If you elect to convert your notes upon the occurrence of a change of control, as defined under
“—Repurchase at the Option of the Holder Upon a Designated Event,” subject to our rights described below under “—Public Acquiror Change in Control,” in some circumstances, you will be entitled to receive, in addition to a number of common shares equal to the applicable conversion rate, an additional number of common shares, which we refer to as the make whole premium.

The make whole premium will be determined by reference to the table below and is based on the date on which the change of control becomes effective, which we refer to as the “effective date,” and the price, which we refer to as the “share price,” paid per common share of Lions Gate in the transaction constituting the change of control. If holders of the common shares of Lions Gate receive only cash in the transaction, the share price shall be the cash amount paid per common share. Otherwise, the share price shall be equal to the average closing price of the common shares of Lions Gate over the five trading-day period ending on the trading day immediately preceding the effective date of such transaction.

The following table shows what the make whole premium would be for each hypothetical share price and effective date set forth below, expressed as additional common shares of Lions Gate per $1,000 principal amount at maturity of notes.

Make Whole Premium Upon a Change of Control
(Number of Additional Shares)

Share Price on Effective Date	April 15, 2013	April 15, 2014	April 15, 2015	April 15, 2016	April 15, 2017	April 15, 2018
$23.25	9.6774	9.6774	9.6774	9.6774	9.6774	9.6774
$25.00	8.2084	8.4332	8.4880	8.2482	7.5807	6.6667
$27.50	6.5412	6.6337	6.5452	6.1445	5.2375	3.0303
$30.00	5.2624	5.2656	5.0871	4.5988	3.5878	0.0000
$35.00	3.4841	3.3909	3.1329	2.6071	1.6466	0.0000
$40.00	2.3574	2.2301	1.9661	1.4949	0.7360	0.0000
$50.00	1.1164	0.9958	0.7939	0.4931	0.1292	0.0000
$60.00	0.5276	0.4402	0.3107	0.1463	0.0062	0.0000
$70.00	0.2323	0.1763	0.1019	0.0239	0.0000	0.0000
$80.00	0.0826	0.0511	0.0156	0.0000	0.0000	0.0000
$90.00	0.0131	0.0016	0.0000	0.0000	0.0000	0.0000

The actual share price and effective date may not be set forth on the table, in which case:

·if the actual share price on the effective date is between two share prices on the table or the actual effective date is between two effective dates on the table, the make whole premium will be determined by a straight-line interpolation between the make whole premiums set forth for the two share prices and the two effective dates on the table based on a 365/366-day year, as applicable;

·if the share price on the effective date exceeds $90.00 per share, subject to adjustment as described below, no make whole premium will be paid; and

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·if the share price on the effective date is less than $23.25 per share, subject to adjustment as described below, no make whole premium will be paid.

The share prices set forth in the first column of the table above will be adjusted as of any date on which the conversion rate of the notes is adjusted. The adjusted share prices will equal the share prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the share price adjustment and the denominator of which is the conversion rate as so adjusted. The number of additional shares set forth in the table above will be adjusted in the same manner as the conversion rate as set forth above under “—Conversion Procedures.”

Notwithstanding the foregoing, in no event will the total number of shares of common shares of Lions Gate issuable upon conversion of a note exceed 43.0108 shares per $1,000 principal amount at maturity, subject to proportional adjustment in the same manner as the conversion rate as set forth in clauses (1) through (6) under “—Conversion Rate Adjustments” above.

Public Acquiror Change in Control

In the event of a change in control that would otherwise trigger the obligation of LGEI to pay the make whole premium, if an entity with publicly-traded equity securities that are listed on a United States national or regional securities exchange, or on NASDAQ, which we refer to as a Public Entity, directly or indirectly, is the acquiror in such change in control, which we refer to as the Acquiror, LGEI may instead elect to adjust the conversion rate and the related conversion obligation such that from and after the effective date of such change in control, holders of the notes will be entitled to convert their notes into shares of the Public Entity. The right of LGEI to make such election (and thus to be under no obligation to pay the make whole premium) is subject to the satisfaction of various conditions, including:

·the listing of such common shares of such Public Entity into which the notes are convertible on the principal United States securities exchange on which such common shares are listed or, if not so listed, on NASDAQ;

·the registration of such common shares under the Exchange Act, if required; and

·any necessary qualification or registration under the Securities Act, applicable state securities law or the availability of an exemption from such qualification and registration.

If such conditions are not satisfied concurrently with the effectiveness of the change in control, LGEI will pay the make whole premium in connection with the change in control to electing holders as described above under “—Determination of the Make Whole Premium.”

Within 10 days after LGEI has become aware of a change in control, LGEI will mail to all record holders, as well as the trustee and paying agent, a notice indicating LGEI’s intent to:

·elect to adjust the conversion rate and related conversion obligation, in which case the holders will have the right to require us to repurchase their notes as described above under “—Repurchase at the Option of the Holder Upon a Designated Event,” but will not have the right to the make whole premium described above under “—Determination of the Make Whole Premium,” or

·not elect to adjust the conversion rate and related conversion obligation, in which case the holders will have the right to require us to repurchase their notes as described above under “—Repurchase at the Option of the Holder Upon a Designated Event,” and the right, if applicable, to the make whole premium described above under “—Determination of the Make Whole Premium.”

In the event LGEI makes such election, the conversion rate with respect to the notes shall be initially equal to (a) the conversion rate of the notes immediately prior to the effective date of the transaction giving rise to such change in control multiplied by (b)(i) the share price of Lions Gate divided by (ii) the average closing sale price of

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the shares of the Public Entity into which the notes of the surviving entity are convertible over the five trading-day period ending on the trading day preceding the effective date of such change in control transaction.

The Note Guarantee

LGEI, the issuer of the notes, is a wholly-owned indirect subsidiary of Lions Gate. Lions Gate has fully and unconditionally guaranteed the payment of principal and interest on the notes and any repurchase amount payable with respect to any note on an unsecured senior subordinated basis. The guarantee by Lions Gate ranks junior to all existing and future Senior Debt of Lions Gate. The guarantee is effectively subordinated to all indebtedness and other liabilities of all direct and indirect subsidiaries of Lions Gate (other than LGEI). The guarantee ranks equally in right of payment with all of Lions Gate’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor of the guarantee.

Upon a change in control, in the event that LGEI elects to provide for the notes to be convertible into common shares of the Public Entity, the Public Entity shall assume all of the obligations of Lions Gate under its guarantee of the notes; provided however that if the Public Entity is the Acquiror and, pursuant to the provisions contained in “Consolidation, Merger or Assumption” below, the Public Entity assumes all of LGEI’s obligations under the notes, the Public Entity shall not be required to guarantee the notes.

Ranking

The notes and the guarantee are, to the extent set forth in the Indenture, subordinate in right of payment to the prior payment in full of all Senior Debt. Subsidiaries of LGEI are not guaranteeing the obligations of LGEI under the notes, and consequently the notes are effectively subordinated to all indebtedness and other liabilities, including trade payables and lease obligations, of subsidiaries of LGEI. The notes and the guarantee rank equally in right of payment with all of LGEI’s or Lions Gate’s other existing and future liabilities that are not otherwise subordinated in favor of the notes. The notes rank senior in right of payment to all indebtedness that by its terms is expressly subordinate to the notes.

Upon any payment or distribution of assets or securities of LGEI to creditors of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of LGEI, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such proceeding) before the holders of notes are entitled to receive any payment of principal of (and premium, if any) or interest on the notes or on account of the purchase or other acquisition of notes by LGEI or any of its subsidiaries. In the event that notwithstanding the foregoing, the trustee or the holder of any note receives any payment or distribution of our assets of any kind or character (excluding shares of LGEI’s common shares or securities provided for in a plan of reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the notes are so subordinated) before all the Senior Debt is paid in full, then such payment or distribution will be required to be paid over or delivered forthwith to the trustee in bankruptcy or other Person making payment or distribution of our assets for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in full.

LGEI may not make any payments on account of the notes or on account of the purchase or other acquisition of notes if there shall have occurred and be continuing a default in the payment of principal of (or premium, if any) or interest on Senior Debt (including, without limitation, upon any acceleration of the maturity thereof) when due, which is referred to as a Senior Payment Default. In addition, if any default (other than a Senior Payment Default) with respect to any Senior Debt permitting, or which with the giving of notice or lapse of time (or both) would permit, the holders thereof (or a trustee on behalf thereof) to accelerate the maturity thereof has occurred and is continuing and LGEI and the trustee have received written notice thereof from the agent bank for any Credit Facility Debt or from an authorized person on behalf of any Designated Senior Debt, then LGEI may not make any payments on account of the notes or on account of the purchase or redemption or other acquisition of notes for a period, which is referred to as a blockage period commencing on the date LGEI and the trustee receive such written notice and ending on the earlier of (a) 179 days after such date or on the date on which the trustee receives notice from the agent bank for the Credit Facility Debt or from any authorized person on behalf of any

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Designated Senior Debt, as applicable, rescinding such notice and (b) the date, if any, on which the Senior Debt to which such default relates is discharged or such default is waived or otherwise cured provided that no other default then exists except, in each case, any acceleration of the Senior Debt.

Not more than one blockage period may be commenced during any period of 360 consecutive days, provided that, subject to the limitations set forth in the next sentence, the commencement of a blockage period by the representatives for, or the holders of, Designated Senior Debt other than under Credit Facility Debt, shall not bar the commencement of another blockage period by the agent bank for the Credit Facility Debt within such period of 360 consecutive days. There must be 180 consecutive days in any 360-day period in which no blockage period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any blockage period with respect to the Designated Senior Debt or Credit Facility Debt initiating such blockage period shall be, or shall be made, the basis for the commencement of a second blockage period by the representative for, or the holders of, such Designated Senior Debt or Credit Facility Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. For the purposes hereof, “Designated Senior Debt” means any Senior Debt (other than under any Senior Bank Facility) in an original principal amount of not less than $50 million.

Events of Default

Each of the following constitutes an event of default under the indenture:

(1)LGEI’s failure to pay when due the principal of or premium, if any, on any of the notes at maturity, upon exercise of a repurchase right or otherwise;

(2)LGEI’s failure to pay an installment of interest on any of the notes for 30 days after the date when due;

(3)LGEI’s or Lions Gate’s failure to perform or observe any other term, covenant or agreement contained in the notes or the indenture for a period of 60 days after written notice of such failure, requiring LGEI or Lions Gate to remedy the same, shall have been given to LGEI or Lions Gate by the trustee or to LGEI or Lions Gate and the trustee by the holders of at least 25% in aggregate principal amount of the notes then outstanding;

(4)a default under any indebtedness for money borrowed by Lions Gate or any of Lions Gate’s subsidiaries that is a “significant subsidiary” (within the meaning of Rule 1-02 of Regulation S-X promulgated by the SEC), the aggregate outstanding principal amount of which is in an amount in excess of $10 million, which default:

·is caused by a failure to pay when due principal on such indebtedness by the end of the applicable grace period, if any, unless such indebtedness is discharged or

·results in the acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded or annulled;

(5)certain events of bankruptcy or reorganization with respect to LGEI, Lions Gate or any of the subsidiaries of Lions Gate that is a significant subsidiary (as defined above) of Lions Gate; or

(6)failure to provide notice of the occurrence of a designated event on a timely basis.

The indenture provides that the trustee shall, within 90 days of the occurrence of a default, give to the registered holders of the notes notice of all uncured defaults known to it, but the trustee shall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such registered holders, except in the case of a default in the payment of the principal of, or premium, if any, or interest on, any of the notes when due or in the payment of any repurchase obligation.

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If an event of default specified in clause (5) above occurs and is continuing with respect to LGEI or Lions Gate, then automatically the principal of all the notes and the interest thereon shall become immediately due and payable. If an event of default shall occur and be continuing, other than with respect to clause (5) above with respect to LGEI or Lions Gate (the default not having been cured or waived as provided under “—Modifications, Amendments, Waivers and Meetings” below), the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding may declare the notes due and payable at their principal amount together with accrued interest, and thereupon the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of notes by appropriate judicial proceedings. Except as provided below, such declaration may be rescinded or annulled either with the written consent of the holders of a majority in aggregate principal amount of the notes then outstanding or a majority in aggregate principal amount of the notes represented at a meeting at which a quorum (as specified under “—Modifications, Amendments, Waivers and Meetings”) is present, in each case upon the conditions provided in the indenture.

No holder of any note will have any right to pursue any remedy with respect to the indenture or the notes unless, among other things,

·the holders of at least 25% in aggregate principal amount of the outstanding notes have made a written request to the trustee to pursue the relevant remedy, and

·the holders of a majority in aggregate principal amount of the outstanding notes have not given the trustee a direction inconsistent with that request within 60 days after receipt of that request.

However, the right of any holder to bring suit for the enforcement of any payment of principal, or repurchase amounts or interest in respect of those notes held by that holder on or after the respective due dates expressed in the notes, or the right to convert will not be impaired or adversely affected without that holder’s consent. Accrued but unpaid interest will be payable upon any conversion of notes made concurrently with or after acceleration of the notes following an event of default.

The indenture contains a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the holders of notes before proceeding to exercise any right or power under the indenture at the request of such holders. The indenture provides that the holders of a majority in aggregate principal amount of the notes then outstanding through their written consent, or the holders of a majority in aggregate principal amount of the notes then outstanding represented at a meeting at which a quorum is present by a written resolution, 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 upon the trustee.

LGEI and Lions Gate are required to furnish annually to the trustee a statement as to the fulfillment of their obligations under the indenture.

Consolidation, Merger or Assumption

LGEI and Lions Gate shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of their assets, whether in a single transaction or series of related transactions, to, any person unless:

·LGEI or Lions Gate, as the case may be, is the resulting, surviving or transferee person, or the Successor Company, or the Successor Company is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia or under the laws of Canada or any province thereof, and the Successor Company (if not LGEI or Lions Gate) expressly assumes by a supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, all of LGEI’s and Lions Gate’s obligations under the indenture and the notes, including the conversion rights and, in the event that the Public Entity is required to assume Lions Gate’s obligations under the guarantee, the Public Entity shall assume the obligations of Lions Gate to provide common shares to LGEI to satisfy the conversion rights under the notes;

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·immediately after giving effect to such transaction no event of default under the indenture has happened and is continuing; and

·LGEI and Lions Gate deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the indenture and the notes.

Modifications, Amendments, Waivers and Meetings

The indenture (including the terms and conditions of the notes) may be modified or amended by LGEI, Lions Gate and the trustee, without the consent of the holder of any note, for the purposes of, among other things:

·adding to LGEI’s and Lions Gate’s covenants for the benefit of the holders of notes;

·surrendering any right or power conferred upon LGEI or Lions Gate;

·providing for conversion rights of holders of notes if any reclassification or change of Lions Gate’s common shares or any consolidation, merger or sale of all or substantially all of Lions Gate’s or LGEI’s assets occurs;

·providing for the assumption of LGEI’s and Lions Gate’s obligations to the holders of notes in the case of a merger, consolidation, conveyance, transfer or lease;

·reducing the conversion price, provided that the reduction will not adversely affect the interests of the holders of notes;

·complying with the requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended;

·curing any ambiguity or correcting or supplementing any defective provision contained in the indenture; provided that such modification or amendment does not, in the good faith opinion of LGEI’s board of directors and the trustee, adversely affect the interests of the holders of notes in any material respect; or

·adding or modifying any other provisions with respect to matters or questions arising under the indenture which LGEI, Lions Gate and the trustee may deem necessary or desirable and which will not adversely affect the interests of the holders of notes.

The indenture (including the terms and conditions of the notes) may also be modified or amended, and past defaults by LGEI or Lions Gate may be waived (other than a default of any payment on the notes, which may only be waived with the consent of each affected holder of notes), either:

·with the written consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding; or

·by the adoption of a resolution at a meeting of holders by at least a majority in aggregate principal amount of the notes represented at such meeting. The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate principal amount of the notes at the time outstanding.

However, without the consent or the affirmative vote of each holder affected thereby, no modification or amendment to the indenture (including the terms and conditions of the notes) shall:

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·change the maturity of the principal of or any installment of interest on any note (including any payment of additional interest);

·reduce the principal amount of, or any premium or interest on (including any payment of liquidated damages), any note;

·change the currency of payment of any note or interest thereon;

·impair the right to institute suit for the enforcement of any payment on or with respect to any note;

·modify LGEI’s or Lions Gate’s obligations to maintain an office or agency in New York City;

·amend the repurchase option of holders after the occurrence of a change in control or the conversion rights of holders of the notes in a manner adverse to the holders; provided, that the execution of a supplemental indenture solely to permit a Successor Company to assume LGEI’s or Lions Gate’s obligations under the notes shall not be deemed to be adverse to the holders;

·reduce the percentage in aggregate principal amount of notes outstanding necessary to modify or amend the indenture or to waive any past default; or

·reduce the percentage in aggregate principal amount of notes outstanding required for the adoption of a resolution or the quorum required at any meeting of holders of notes at which a resolution is adopted.

Satisfaction and Discharge

LGEI may satisfy and discharge its obligations under the indenture:

·by delivering to the trustee for cancellation all outstanding notes; or

·by depositing with the trustee, within one year before the notes have become due and payable, whether at stated maturity or within one year of the notes being scheduled for conversion or otherwise, cash or common shares (as applicable under the terms of the indenture) sufficient to pay all of the outstanding notes and all other sums payable by LGEI under the indenture.

Repurchase and Cancellation

All notes surrendered for payment, registration of transfer or exchange or conversion shall, if surrendered to any person other than the trustee, be delivered to the trustee. All notes delivered to the trustee shall be cancelled promptly by the trustee. No notes shall be authenticated in exchange for any notes cancelled as provided in the indenture.

LGEI and Lions Gate may, to the extent permitted by applicable law, at any time purchase the notes in the open market by tender at any price or by private agreement. Any note so purchased by LGEI or Lions Gate may, to the extent permitted by applicable law, be reissued or resold or may be surrendered to the trustee for cancellation. Any notes surrendered to the trustee may not be reissued or resold and will be canceled promptly.

Governing Law

The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

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Information Concerning the Trustee

U.S. Bank National Association, as trustee under the indenture, has been appointed by us as paying agent, conversion agent and registrar with regard to the notes, and may be reached at U.S. Bank National Association, Attention: Corporate Trust Services, Telephone: 213-615-6043, Facsimile: 213-615-6197. CIBC Mellon Trust Company is the transfer agent and registrar for common shares of Lions Gate. The trustee or its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.

Registration Rights of the Noteholder

Lions Gate and LGEI have entered into a purchase agreement with Kornitzer Capital Management, Inc. with a registration rights provision. Lions Gate and LGEI have, at their expense, filed a shelf registration statement on Form S-3, of which this prospectus is a part, covering resales by the holder of all notes and the common shares issuable upon conversion of the notes. Lions Gate and LGEI will use their respective commercially reasonable efforts to keep the shelf registration statement effective until the earliest of:

·all registrable securities covered by the registration statement have been sold pursuant to the shelf registration statement under the Securities Act;

·the expiration of the holding period under Rule 144(d) under the Securities Act for holders that are not affiliates of Lions Gate; and

·the registrable securities cease to be outstanding.

The term “registrable securities” in this section refers to the notes and to the common shares of Lions Gate issuable upon conversion of the notes.

Form, Denomination and Registration

Denomination and Registration.  The notes have been issued in fully registered form, without coupons, in denominations of $1,000 principal amount and whole multiples of $1,000.

Global Notes; Book-Entry Form.  Notes are evidenced by global notes. LGEI has deposited the global notes with DTC and registered the notes in the name of Cede & Co. as DTC’s nominee. Except as set forth below, a note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

A holder may hold their interests in a global note directly through DTC if such holder is a participant in DTC, or indirectly through organizations that are participants in DTC, which are referred to as participants. Transfers between participants will be effected in the ordinary way in accordance with DTC’s rules and will be settled in clearing house funds. The laws of some states require that certain persons take physical delivery of securities in definitive form. As a result, the ability to transfer beneficial interests in the note to such persons may be limited.

Persons who are not participants may beneficially own interests in a note held by DTC only through participants, or certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a participant, either directly or indirectly, which are referred to as indirect participants.

So long as Cede & Co., as the nominee of DTC, is the registered owner of a note, Cede & Co. for all purposes will be considered the sole holder of such note. Except as provided below, owners of beneficial interests in a note will:

·not be entitled to have certificates registered in their names;

·not receive physical delivery of certificates in definitive registered form; and

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·not be considered holders of the note.

LGEI will pay interest payments on the global notes and the repurchase price of a note to Cede & Co., as the registered owner of the note, by wire transfer of immediately available funds on each interest payment date, if any, or the repurchase date, as the case may be. Neither we, the trustee nor any paying agent will be responsible or liable:

·for the records relating to, or payments made on account of, beneficial ownership interests in a note; or

·for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

LGEI has been informed that DTC’s practice is to credit participants’ accounts on a payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount represented by a global note as shown in the records of DTC, unless DTC has reason to believe that it will not receive payment on that payment date. Payments by participants to owners of beneficial interests in the principal amount represented by a global note held through participants will be the responsibility of the participants, as is now the case with securities held for the accounts of customers registered in “street name.”

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having a beneficial interest in the principal amount represented by the global note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate evidencing its interest. None of LGEI, Lions Gate, the trustee, registrar, paying agent or conversion agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of notes, including the presentation of notes for conversion as described below, only at the direction of one or more participants to whose account with DTC interests in the note are credited, and only in respect of the principal amount of the notes represented by the note as to which the participant or participants has or have given such direction.

Owners who hold beneficial interests in the notes through participants or indirect participants who desire to convert their interests into common shares of Lions Gate should contact their brokers or the participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

DTC has advised us that it is:

·a limited purpose trust company organized under the laws of the State of New York, and a member of the Federal Reserve System;

·a “banking organization” within the meaning of the New York Banking Law;

·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 participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants. Participants include securities brokers, dealers, banks, trust companies and clearing corporations and other organizations. Some of the participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

DTC has agreed to the foregoing procedures to facilitate transfers of interests in a note among participants. However, DTC is under no obligation to perform or continue to perform these procedures, and may discontinue these procedures at any time. If DTC is at any time unwilling or unable to continue as depositary and a successor

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depositary is not appointed by LGEI within 90 days, LGEI will issue notes in certificated form in exchange for notes.

Definitive Notes.  Definitive notes may be issued in exchange for notes represented by the global notes if LGEI does not appoint a successor depositary as set forth above under “—Global Notes; Book-Entry Form” or in certain other circumstances set forth in the indenture.

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 terms used in the indenture.

“Credit Facility Debt” means any and all amounts payable under or in respect of the Senior Bank Facilities including principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Lions Gate or LGEI whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof, in an aggregate principal amount not to exceed $1 billion at any one time outstanding.

“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or any entity similar to any of the foregoing organized under the laws of other countries, or a governmental agency or political subdivision thereof.

“Senior Bank Facilities” means the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement among the Issuer, as Borrower, the Guarantors referred to therein, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto, dated as of September 27, 2012, as amended prior to the date hereof and any amendment, extension, modification or waiver thereof, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing amounts of available borrowing thereunder or adding additional guarantors thereunder) all or any portion of the Credit Facility Debt under such agreement or any successor or replacement agreement, whether or not with the same lenders or agent, so long as any such refinancing, or amendment, extension, modification or waiver of any then existing financing is secured by assets of Lions Gate or LGEI or their respective subsidiaries.

“Senior Debt” means any existing and future obligations of a Person with respect to (i) Credit Facility Debt, (ii) Vendor Financing Debt and (iii) to the extent of the value of the assets securing the debt described in this clause (iii), all secured financing in connection with motion picture and television production and/or acquisition (including the rights of the entertainment guilds pursuant to their collective bargaining agreements with the film and television industries), and the acquisition of libraries and catalogues (either directly or through acquisitions of entities whose principal assets consist of libraries and/or catalogues).

“Vendor Financing Debt” means obligations of Lions Gate or LGEI, directly or by guarantee, owing to Persons providing financing to any of such entities, which Persons are bona fide suppliers of products or services to such entities, in an aggregate principal amount not to exceed $100 million at any one time outstanding for all such Persons. If at any time there are obligations outstanding to all such Persons in a principal amount in excess of $100 million, then the Vendor Financing Debt shall be allocated as determined in the indenture.

DESCRIPTION OF COMMON SHARES

The following summary description sets forth some of the general terms and provisions of our common shares. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of the shares, you should refer to the provisions of Lions Gate’s Notice of Articles.

Lions Gate’s authorized capital consists of 500,000,000 common shares and 200,000,000 preference shares.

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Common Shares

At the close of business on May 24, 2013, 136,247,299 of Lions Gate’s common shares were issued and outstanding. The diluted number of Lions Gate’s common shares issued and outstanding assuming conversion of the 2004 Notes, the 2009 Notes, the 2012 Notes and the notes, and the shares issuable upon exercise of options and upon vesting of restricted share units, would be 158,558,046.

Lions Gate’s common shares are listed on the NYSE under the symbol “LGF.” Subject to any preference as to dividends provided to the holders of other shares ranking senior or pari passu to Lions Gate’s common shares with respect to priority in the payment of dividends, the holders of Lions Gate’s common shares will be entitled to receive dividends on the common shares, as and when declared by Lions Gate’s board of directors, out of monies properly applicable to the payment of dividends, in the manner and form the board of directors determines. At the present time, given Lions Gate’s anticipated capital requirements Lions Gate intends to follow a policy of retaining earnings in order to finance further development of its business. Lions Gate is also limited in its ability to pay dividends on its common shares by restrictions under the Business Corporations Act  (British Columbia) relating to the solvency of Lions Gate before and after the payment of a dividend and by the terms of its credit facility and indentures governing certain of its notes. Holders of common shares have no preemptive, conversion or redemption rights and are not subject to further assessment by Lions Gate.

If Lions Gate dissolves or liquidates, or its assets are distributed among its shareholders for the purpose of winding-up its affairs, the holders of Lions Gate’s common shares will be entitled to receive its remaining property and assets, subject to the rights of holders of any then outstanding preference shares ranking senior or pari passu to Lions Gate’s common shares with respect to priority in the distribution of assets upon dissolution, liquidation or winding up.

Except for meetings at which only holders of another specified class or series of Lions Gate’s shares are entitled to vote separately as a class or series, the holders of Lions Gate’s common shares will be entitled to receive notice of and to attend all meetings of Lions Gate’s shareholders and will have one vote for each common share held at all meetings of Lions Gate’s shareholders.

Pursuant to Lions Gate’s Articles and the provisions of the Business Corporations Act (British Columbia), certain actions that may be proposed by Lions Gate require the approval of its shareholders. Lions Gate may, by special resolution, alter its Notice of Articles to increase its authorized capital by such means as creating shares with or without par value or increasing the number of shares with or without par value. Lions Gate may, by special resolution, alter its Notice of Articles to subdivide, consolidate, change from shares with par value to shares without par value or from shares without par value to shares with par value or change the designation of all or any of its shares. Lions Gate may also, by special resolution, alter its Notice of Articles and Articles to create, define, attach, vary, or abrogate special rights or restrictions to any shares. Under the Business Corporations Act  (British Columbia) and Lions Gate’s Articles, a special resolution is a resolution passed at a duly-convened meeting of shareholders by two-thirds of the votes cast in person or by proxy at the meeting, or a written resolution consented to by all shareholders who would have been entitled to vote at the meeting of shareholders. In addition, with respect to capital alterations that apply to any part of a class or, in the case of any class with more than one series, any series of issued shares or where rights attached to issued shares are prejudiced or interfered with, that class or series must consent by separate special resolution.

Our Articles

Advance Notice Procedures

Our Articles establish an advance notice procedure for “special business” and shareholder proposals to be brought before an annual meeting of shareholders. For special business, advance notice describing the special business to be discussed at the meeting must be provided and that notice must include any documents to be approved or ratified as an addendum.

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Special Meeting of Shareholders

Our Articles provide for annual shareholder meetings and state that directors may call a shareholder meeting whenever they might deem such a meeting appropriate.

Business Corporations Act (British Columbia)

Advance Notice Procedures

Under the Business Corporations Act (British Columbia), shareholders may make proposal for matters to be considered at the annual general meeting of shareholders. Such proposals must be sent to Lions Gate in advance of any proposed meeting by delivering a timely written notice in proper form to our secretary or other appropriate officer. The notice must include information on the business the shareholder intends to bring before the meeting. These provisions could have the effect of delaying until the next shareholder meeting shareholder actions that are favored by the holders of a majority of our outstanding voting securities.

Shareholder Requisitioned Meeting

Under the Business Corporations Act (British Columbia), shareholders holding 5% or more of our outstanding common shares may request the directors to call a general meeting of shareholders to deal with matters that may be dealt with at a general meeting, including election of directors. If the directors do not call the meeting within the timeframes specified in the Act, the shareholder can call the meeting and we must reimburse the costs.

Removal of Directors and Increasing Board Size

Under the Business Corporations Act (British Columbia) and our Articles, directors may be removed by shareholders by passing a special resolution. The directors may remove a director convicted of an indictable offence, or if a director ceases to be qualified to act as a director and does not promptly resign. Further, under our Articles, the directors may appoint additional directors up to one-third of the directors elected by the shareholders.

Canadian Securities Laws

Lions Gate is a reporting issuer in certain provinces of Canada and therefore subject to the securities laws in each province in which it reports. Canadian securities laws require reporting of share purchases and sales by shareholders beneficially holding, directly or indirectly, more than 10% of our common shares. Any shareholder beneficially holding, directly or indirectly, more than 10% of our outstanding common shares must also advise on its intentions for their holdings through public disclosures. Canadian securities laws will also govern how any offer to acquire our equity or voting shares would be conducted.

Transfer Agent and Registrar

Canadian Stock Transfer Company Inc. serves as Lions Gate’s transfer agent and registrar for the common shares.

Listing

Our common shares are quoted on the NYSE under the symbol “LGF.”

CERTAIN U.S. AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

U.S. Income Taxation

The following is a general discussion of certain material U.S. federal income tax consequences to U.S. Holders (as defined below) and Non-U.S. Holders (as defined below) relating to the purchase, ownership, and disposition of the notes and the common shares of Lions Gate issuable upon conversion of the notes.

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This discussion is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, and administrative rulings and judicial decisions, each as in effect as of the date hereof. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth herein and may result in U.S. federal income tax consequences different from those discussed below. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences discussed herein.

This discussion deals only with notes and Lions Gate common shares issuable upon conversion of notes, in each case, beneficially held as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their particular circumstances or that may apply to holders subject to special rules under the U.S. federal income tax laws, such as:

·      dealers in securities or currencies, banks, financial institutions, insurance companies, tax-exempt entities and traders in securities that elect mark-to-market treatment, or entities or arrangements treated as partnerships for U.S. federal income tax purposes;

·      persons holding notes or Lions Gate common shares as part of a hedging, integrated, constructive sale or conversion transaction or a straddle;

·      U.S. Holders of notes or Lions Gate common shares whose “functional currency” is not the U.S. dollar;

·      persons who are directors or officers of Lions Gate or who otherwise own or are deemed to own (directly, indirectly or constructively), at any time including in the future, 5% or more, by vote or value, of Lions Gate in the aggregate or any class of Lions Gate shares;

·      certain former citizens of former long-term residents of the United States;

·      “controlled foreign corporations” or “passive foreign investment companies”; or

·      holders liable for the alternative minimum tax consequences.

This discussion also does not address U.S. federal tax laws other than those pertaining to the income tax, nor does it address any aspects of U.S. state, local or, except as discussed below under “Certain U.S. and Canadian Federal Income Tax Considerations — Certain Canadian Federal Income Tax Considerations,” non U.S. taxes.  In addition, this discussion does not address the tax consequences of the purchase, ownership and disposition of notes or common shares of Lions Gate issuable upon conversion of notes arising under the unearned Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.  Prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income and other tax considerations of purchasing, owning and disposing of notes or common shares of Lions Gate issuable upon conversion of notes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds notes or Lions Gate common shares, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding notes or Lions Gate common shares, you should consult your tax advisor.

Whether a note is treated as debt (and not equity) for U.S. federal income tax purposes is an inherently factual question and no single factor is determinative. We intend to treat the notes as indebtedness for U.S. federal income tax purposes and the following discussion assumes that such treatment will be respected. We do not intend to

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seek a ruling from the IRS with respect to the treatment of the notes and there can be no assurances that the IRS will agree with such treatment.

THIS DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES OR COMMON SHARES OF LIONS GATE ISSUABLE UPON CONVERSION OF NOTES.  PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUNCES TO THEM (INCLUDING THE APPLICATION AND EFECT OF ANY STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS) OF PURCHASING, OWNING AND DISPOSING OF NOTES OR COMMON SHARES OF LIONS GATE ISSUABLE UPON CONVERSION OF NOTES.

Consequences to U.S. Holders

The following is a summary of certain material U.S. federal income tax consequences relevant to a U.S. Holder of notes or Lions Gate common shares issuable upon conversion of notes, as defined below. For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of a note or Lions Gate common share that is, for U.S. federal income tax purposes:

·      an individual citizen or resident of the United States;

·      a corporation or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, 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 (1) if a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

Payment of Interest

U.S. Holders generally will be required to include interest paid on the notes as ordinary income at the time it is received or accrued, in accordance with such U.S. Holder’s regular method of accounting for U.S. federal income tax purposes. Interest payments will constitute U.S. source income for foreign tax credit purposes even if Lions Gate makes such payments pursuant to the guarantee.

Sale, Exchange, Conversion into Lions Gate’s Common Shares and Other Disposition of Notes

A U.S. Holder generally will recognize gain or loss upon the sale (including a sale pursuant to certain repurchase rights described in “Description of the Notes”), exchange, conversion into Lions Gate common shares or other disposition of a note equal to the difference between (i) the amount of cash plus the fair market value of any other property received, including the fair market value of Lions Gate common shares, on such disposition (except to the extent such cash or other property is properly attributable to accrued but unpaid interest, which will be taxable as interest as described above) and (ii) such U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in the note generally will be equal to the amount paid for the note, plus any market discount previously included in income by the U.S. Holder, and reduced (but not below zero) by any amortizable premium previously amortized by the U.S. Holder with respect to the note. Subject to the market discount rules described below, any such gain or loss generally will be U.S. source capital gain or loss, and generally will be long-term capital gain or loss, if, at the time of the disposition, the U.S. Holder’s holding period for the notes is more than one year. Long-term capital gains of individuals and other non-corporate holders may be taxed at preferential rates. The deductibility of capital losses by U.S. Holders is subject to limitations.

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Upon a conversion of notes into Lions Gate common shares, a U.S. Holder’s tax basis in the common shares of Lions Gate received will equal the fair market value of the common shares of Lions Gate received on the conversion date. Such U.S. Holder’s holding period for such Lions Gate common shares will begin on the date after the conversion.

In the event of a change in control, a U.S. Holder may under certain circumstances (including, but not limited to, an election by LGEI that the notes become convertible into common shares of the acquiror) be deemed to have exchanged a note for a “new” note. Such an exchange may be taxable to such U.S. Holder, in which case the consequences of any such deemed exchange would be the same as those described immediately above, with the gain or loss, if any, measured by the difference between the issue price of the “new” note (which generally should be its fair market value on the date of the deemed exchange if the “new” note is “traded on an established market” within the meaning of the Treasury Regulations) and the U.S. Holder’s adjusted tax basis in the original note. See “Description of the Notes—Public Acquiror Change in Control.” U.S. Holders are urged to consult their own tax advisors concerning the circumstances in which such U.S. Holders may be taxed upon a change in control.

Market Discount

A U.S. Holder that purchases a note (other than at the original issue price as part of its original issuance) for an amount that is less than its stated principal amount may be affected by the market discount provisions of the Code. For this purpose, and subject to a de minimis exception, the “market discount” on a note generally will equal the amount, if any, by which the stated redemption price at maturity of the note (which is its stated principal amount) exceeds such U.S. Holder’s adjusted tax basis in the note immediately after its acquisition. A U.S. Holder that acquires a note at a market discount and does not elect to include market discount in income as it accrues will generally be required to treat any gain recognized upon the sale, exchange, conversion into Lions Gate common shares or other taxable disposition of such note as ordinary income to the extent of the accrued market discount on the note at the time of such sale, exchange, conversion into Lions Gate common shares or other taxable disposition. In general, market discount accrues on a ratable basis over the remaining term of the note at the time of acquisition, or, at the election of a U.S. Holder, using a constant-yield method. A U.S. Holder may elect to include market discount in income annually as it accrues (on either a ratable or constant-yield method). The election to include market discount in income over the life of the note, once made, applies to all market discount obligations acquired on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. Holder that acquires a note at a market discount and does not elect to include accrued market discount in income over the life of the note, may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the note until maturity or until the note is disposed of in a taxable transaction. The rules regarding market discount are complex, and U.S. Holders should consult their own tax advisors regarding how the rules may apply to them in light of their particular circumstances.

Amortizable Bond Premium

A U.S. Holder that purchases a note for an amount in excess of the note’s stated principal amount, plus accrued interest, will be treated as having purchased the note at a “premium” and generally may elect to amortize that premium, using a constant-yield method, over the remaining term of the note. Amortizable premium, however, will not include any premium attributable to a note’s conversion feature. Amortizable premium can only offset interest income on a note and may not be deducted against other income. The election to amortize premium on a constant-yield method, once made, generally applies to all debt obligations held or subsequently acquired by the electing U.S. Holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS. The rules regarding amortizable bond premium are complex, and U.S. Holders should consult their own tax advisors regarding how these rules may apply to them in light of their particular circumstances.

Constructive Distributions

The conversion rate of the notes is subject to adjustment under certain circumstances (see “Description of the Notes—Conversion Rate Adjustments”). A U.S. Holder may be treated as having received a taxable constructive distribution from Lions Gate, if, as a result of certain adjustments (or failures to make such adjustments) to the conversion rate, the proportionate interest of such U.S. Holder in Lions Gate’s assets or earnings and profits is increased. This would occur, for example, upon an adjustment to the conversion rate to compensate U.S. Holders of

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notes for distributions of cash or property to Lions Gate shareholders. Any such constructive distribution would generally be treated as a foreign source dividend for tax purposes, resulting in ordinary income, to the extent of Lions Gate’s current and accumulated earnings and profits. As a result, a U.S. Holder may recognize income in the event of a constructive distribution even though such U.S. Holder does not receive any cash or property. A U.S. Holder’s tax basis in a note will generally be increased to the extent any such constructive distribution is treated as a dividend. Moreover, if there is an adjustment (or a failure to make an adjustment) to the conversion rate of the notes that increases the proportionate interest of the holders of outstanding common shares of Lions Gate in Lions Gate’s assets or earnings and profits, then such increase in the proportionate interest of the holders of Lions Gate common shares generally will be treated as a constructive distribution to such holders taxable as a dividend to the extent of Lions Gate’s current and/or accumulated earnings and profits. Adjustments to the conversion rate made pursuant to a bona fide, reasonable anti-dilution formula will generally not be considered to result in a constructive distribution (however, any adjustment to the conversion rate made to compensate a U.S. Holder for certain taxable distributions with respect to Lions Gate common stock would not be considered to be made pursuant to such a formula).

Dividends on Lions Gate’s Common Shares

Subject to the discussion under the heading “Passive Foreign Investment Company” below, any distribution of cash or other property paid on Lions Gate common shares issuable upon conversion of the notes into Lions Gate common shares (other than certain pro rata distributions of Lions Gate common shares), generally will be treated as a dividend to such U.S. Holder to the extent of Lions Gate’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles, at the end of the tax year in which the distribution occurs. Dividends are generally subject to U.S. federal income tax as ordinary income on the day the U.S. Holder actually or constructively receives such income.

To the extent that the amount of any such distribution exceeds the current and accumulated earnings and profits of Lions Gate, such excess will first be treated as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in the common shares of Lions Gate and thereafter as gain from the sale or exchange of such common shares of Lions Gate. However, Lions Gate does not intend to calculate U.S. earnings and profits and, accordingly, it is possible that all distributions paid on Lions Gate common shares issuable upon the conversion of the notes into Lions Gate common shares will be reported as dividends. U.S. Holders that are corporations or entities taxable as corporations for U.S. federal income tax purposes will not be entitled to claim a dividends-received deduction with respect to distributions received from Lions Gate.

For foreign tax credit purposes, dividends (including constructive dividends) paid by a foreign corporation generally constitute foreign source income and generally constitute “passive income.” Subject to various limitations set forth in the Code (including the limitations in Sections 901 and 904 of the Code), which affect different taxpayers differently according to their circumstances, any foreign tax withheld or paid with respect to dividends on Lions Gate common shares generally will be eligible for credit against the federal income tax liability of the U.S. Holder receiving such dividend. Alternatively, such U.S. Holder may claim a deduction for such amount of withheld foreign taxes, but only for a year for which such U.S. Holder elects to do so with respect to all foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. U.S. Holders are urged to consult their own tax advisors to determine whether and to what extent a foreign tax credit or deduction might be available to such U.S. Holder in connection with Canadian taxes withheld from dividends paid to such U.S. Holder on its Lions Gate common shares.

Dividends paid in Canadian dollars to a U.S. Holder with respect to such U.S. Holder’s common shares of Lions Gate will be included in such U.S. Holder’s income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date the dividend is actually or constructively received, regardless of whether the payment is in fact converted into U.S. dollars. A U.S. Holder that receives a dividend paid in Canadian dollars will have a tax basis in the Canadian dollars so received equal to the U.S. dollar value of such Canadian dollars on the date of such actual or constructive receipt.  If a U.S. Holder receiving such a dividend converts the Canadian dollars so received into U.S. dollars on the date of receipt, such U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Canadian dollars received as a dividend distribution are not converted into U.S. dollars by the U.S. Holder on the date of receipt, such U.S. Holder may recognize exchange gain or loss on a subsequent conversion of such Canadian dollars into U.S. dollars. The amount of any

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such gain or loss recognized in connection with a subsequent conversion generally will be treated as ordinary income or loss and generally will be treated as U.S. source income or loss for foreign tax credit purposes.

Sale, Exchange or Other Disposition of Lions Gate’s Common Shares

Subject to the discussion under the heading “Passive Foreign Investment Company” below, upon a sale, exchange or other taxable disposition of Lions Gate common shares issuable upon conversion of the notes, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale, exchange or other taxable disposition and such U.S. Holder’s adjusted tax basis in such Lions Gate common shares. Any such gain or loss generally will be U.S. source capital gain or loss, and generally will be long-term capital gain or loss, if, at the time of the disposition, the U.S. Holder’s holding period for the notes is more than one year. Long-term capital gains of individuals and other non-corporate holders may be taxed at preferential rates. The deductibility of capital losses by U.S. Holders is subject to limitations.

If a U.S. Holder receives proceeds upon the sale, exchange or other taxable disposition of Lions Gate common shares denominated in Canadian dollars, such U.S. Holder will realize an amount equal to the U.S. dollar value of the proceeds received calculated by reference to the exchange rate in effect on the date of such sale, exchange or other taxable disposition (or in the case of cash basis and electing accrual basis taxpayers, the settlement date), regardless of whether the payment is in fact converted into U.S. dollars. A U.S. Holder that receives such proceeds in Canadian dollars will have a basis in the Canadian dollars so received equal to the U.S. dollar value of such Canadian dollars when received. If a U.S. Holder receiving such proceeds converts the Canadian dollars so received into U.S. dollars on the date of receipt, such U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the proceeds from such sale, exchange or other taxable disposition. If the Canadian dollars received upon such sale, exchange or other taxable disposition are not converted into U.S. dollars by the U.S. Holder on the date of receipt, such U.S. Holder may recognize exchange gain or loss on a subsequent conversion of such Canadian dollars into U.S. dollars. The amount of any such gain or loss recognized in connection with a subsequent conversion generally will be treated as ordinary income or loss and generally will be treated as U.S. source income or loss for foreign tax credit purposes.

A U.S. Holder’s adjusted tax basis and holding period in Lions Gate common shares received upon a conversion of a note are determined as discussed above under “—Sale, Exchange, Conversion into Lions Gate’s Common Shares, and Other Disposition of Notes.”  The deductibility of capital losses by U.S. Holders is subject to limitations.

Passive Foreign Investment Company

Lions Gate believes that it will not be a “passive foreign investment company” for U.S. federal income tax purposes (“PFIC”) for the current taxable year and that it has not been a PFIC for prior taxable years and Lions Gate expect that it will not become a PFIC in the foreseeable future, although there can be no assurance in this regard. A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income,” or (ii) at least 50% of its assets produce or are held for the production of “passive income.” For this purpose, “passive income” generally includes dividends, interest, royalties and rents and certain other categories of income, subject to certain exceptions. The determination of whether Lions Gate is a PFIC is a fact-intensive determination that includes ascertaining the fair market value (or, in certain circumstances, tax basis) of all of Lions Gate’s assets on a quarterly basis and the character of each item of income Lions Gate earns. This determination is made annually and cannot be completed until the close of a taxable year. It depends upon the portion of Lions Gate’s assets (including goodwill) and income characterized as passive under the PFIC rules, as described above. Accordingly, it is possible that Lions Gate may become a PFIC due to changes in its income or asset composition or a decline in the market value of Lions Gate equity. Because PFIC status is a fact-intensive determination, no assurance can be given that Lions Gate is not, has not been, or will not become, classified as a PFIC.

If Lions Gate were a PFIC for any taxable year, U.S. Holders generally will be subject to special tax rules that could result in materially adverse U.S. federal income tax consequences. In such event, a U.S. Holder may be subject to U.S. federal income tax at the highest applicable ordinary income tax rates on (i) any “excess distribution” made by Lions Gate to such U.S. Holder (which generally means any distribution paid during a taxable year to a

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U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares), or (ii) any gain realized on the disposition of common shares of Lions Gate. In addition, a U.S. Holder may be subject to an interest charge on such “excess distribution” or gain. Furthermore, the favorable dividend tax rates that may apply to certain U.S. Holders on Lions Gate dividends will not apply if Lions Gate is a PFIC during the taxable year in which such dividend is paid, or the preceding taxable year. U.S. Holders should consult their own tax advisor concerning the consequences to them if Lions Gate or any of its foreign subsidiaries are or become a PFIC, including, but not limited to, the availability of any elections such as the so-called “qualified electing fund” or “mark to market” elections that might mitigate adverse tax consequences to such U.S. Holders.

Information Reporting and Backup Withholding

In general, information reporting will apply to payments of interest on the notes and any proceeds from the disposition of the notes to a U.S. Holder and generally will apply with respect to any payments of dividends on the common shares of Lions Gate, as well as any proceeds from the disposition of the common shares of Lions Gate, in each case, made to a U.S. Holder within the United States, or by a U.S. payor or U.S. middleman.

Backup withholding (currently at a rate of 28%) may apply with respect to interest paid on the notes, with respect to dividends paid on the common shares of Lions Gate or with respect to proceeds received from a disposition of the notes or Lions Gate common shares. In order to avoid backup withholding, U.S. Holders should provide the applicable paying agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. holder is not subject to backup withholding, or otherwise establish an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is furnished timely to the IRS.

Consequences to Non-U.S. Holders

The following is a general discussion of certain material U.S. federal tax consequences relevant to a Non-U.S. Holder of notes or Lions Gate common shares issuable upon conversion of the notes. For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of a note or Lions Gate common shares issuable upon conversion of the notes (other than a partnership or any other entity or agreement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

Payment of Interest

Subject to the discussion below under “—Information Reporting and Backup Withholding,” payments of interest on a note to a Non-U.S. Holder will not be subject to U.S. federal withholding tax under the “portfolio interest exemption,” provided that:

·      such payments are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (or, if required by an applicable income tax treaty, such payments are not attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States);

·      the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of LGEI’s stock entitled to vote;

·      the Non-U.S. Holder is not a “controlled foreign corporation” that is related (within the meaning of the Code) to LGEI;

·      the Non-U.S. Holder is not a “bank” (within the meaning of the Code) whose receipt of interest on a note is pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

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·      the Non-U.S. Holder provides LGEI or its paying agent with appropriate documentation from the Non-U.S. Holder (generally, an IRS Form W-8BEN) establishing that such Non-U.S. Holder is not a U.S. person.

If a Non-U.S. Holder does not satisfy the above requirements, payments of interest to such Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30%, unless such Non-U.S. Holder provides LGEI or its paying agent with a properly completed and executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in the rate of U.S. federal withholding tax under an applicable income tax treaty or (2) IRS Form W-8ECI (or successor form) certifying that interest paid on the note to such Non-U.S. Holder is not subject to U.S. federal withholding tax because it is effectively connected with such Non-U.S. Holder’s conduct of a trade or business in the United States. Interest paid to a Non-U.S. Holder that is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) generally will not be subject to U.S. federal withholding tax, provided that the Non-U.S. Holder complies with applicable certification requirements as described above.  Instead, such interest generally will be subject to U.S. federal income tax on a net income basis at regular graduated U.S. federal income tax rates in the same manner as if such Non-U.S. Holder were a U.S. Person (within the meaning of the Code). In addition, a Non-U.S. Holder that is a foreign corporation may also be subject to an additional a “branch profits tax” at a 30% rate (or such a lower rate as may be specified by an applicable if an income tax treaty).

Dividends on Lions Gate Common Shares

A Non-U.S. Holder generally will not be subject to U.S. federal income tax or U.S. federal withholding tax on dividends (and any constructive dividends resulting from certain adjustments, or failure to make adjustments, to the number of Lions Gate’s common shares to be issued on conversion of notes into Lions Gate’s common shares, see “—Consequences to U.S. Holders—Constructive Distributions” above) received from Lions Gate with respect to Lions Gate common shares unless that income is considered effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, such dividends are attributable to a permanent establishment maintain by such Non-U.S. Holder in the United States).

Sale, Exchange, or Other Disposition of Notes or Lions Gate Common Shares

A Non-U.S. Holder generally will not be subject to U.S. federal income tax or U.S. federal withholding tax on any gain realized upon the sale, exchange, or other taxable disposition of notes (including a conversion into Lions Gate common shares) or Lions Gate common shares, unless:

·      such gain is effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States); or

·      such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of such disposition, and certain other conditions are met.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at regular graduated U.S. federal income tax rates in the same manner as if such Non-U.S. Holder were a U.S. person (within the meaning of the Code). In addition, a Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty). Gain described in the second bullet above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s U.S.-source capital gains during the taxable year of the disposition exceed its U.S.-source capital losses during the taxable year of the disposition.

In the event of a change in control, you may under certain circumstances (including, but not limited to, an election by LGEI that the notes become convertible into common shares of the acquiror) be deemed to have exchanged a note for a “new” note. Such an exchange may be a taxable exchange, in which case the consequences of

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any such deemed exchange would be the same as those described immediately above. See “Description of the Notes—Public Acquiror Change in Control.”

Information Reporting and Backup Withholding

Backup withholding generally will not apply to interest payments made to a Non-U.S. Holder in respect of the notes or dividends paid in respect of Lions Gate common shares if such Non-U.S. Holder provides appropriate documentation of its non-U.S. status. However, certain information reporting may apply with respect to interest and dividend payments even if certification is provided. The payment of proceeds from a Non-U.S. Holder’s conversion or disposition of notes or disposition of Lions Gate common shares to or through the U.S. office of any broker, domestic or foreign, may be subject to information reporting and possibly backup withholding unless such Non-U.S. Holder certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge that such Non-U.S. Holder is a U.S. person or that the conditions of an exemption are not, in fact, satisfied. The payment of the proceeds from a Non-U.S. Holder’s conversion or disposition of notes or disposition of Lions Gate common shares to or through a non-U.S. office of either a U.S. broker or a non-U.S. broker with certain specified U.S. connections may be subject to information reporting, but not backup withholding, unless such broker has documentary evidence in its files that such Non-U.S. Holder is not a U.S. person and the broker has no knowledge to the contrary, or such Non-U.S. Holder establishes an exemption. Neither information reporting nor backup withholding will apply to a payment of the proceeds from a Non-U.S. Holder’s conversion or disposition of notes or disposition of Lions Gate common shares by or through a non-U.S. office of a non-U.S. broker without certain specified U.S. connections. Copies of any information returns filed with the IRS may be made available by the IRS, under the provisions of a specific treaty or agreement, to the taxing authorities in the country in which a Non-U.S. Holder resides.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is furnished timely to the IRS.

Certain Canadian Federal Income Tax Considerations

The following summary describes, as of the date hereof, the principal Canadian federal income tax considerations pursuant to the Income Tax Act (Canada) and the regulations promulgated thereunder (the “Tax Act”) generally applicable to a person who acquires notes pursuant to this offering and Lions Gate common shares on the conversion of the notes and who, for purposes of the Tax Act and at all relevant times and any applicable income tax convention or treaty, (i) is neither resident nor deemed to be resident in Canada and does not, and is not deemed to, use or hold the notes and the Lions Gate common shares issuable upon the conversion of the notes in carrying on a business in Canada, (ii) holds the notes and the Lions Gate common shares as capital property and (iii) deals at arm’s length with, and is not affiliated with, LGEI or Lions Gate (a “Holder”). This discussion does not apply to an insurer who carries on an insurance business in Canada and elsewhere or to an “authorized foreign bank” (as defined in the Tax Act).

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Generally, the notes and the Lions Gate common shares issuable on the conversion of the notes will be considered to be capital property to a Holder provided that the Holder does not hold or use them in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure in the nature of trade.

This summary is based on the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly announced prior to the date hereof (the “Proposed Amendments”) and counsel’s understanding of the current published administrative positions and assessing practices of the Canada Revenue Agency. This summary assumes that the Proposed Amendments will be enacted as proposed, however, no assurance can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action or otherwise, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax consequences of acquiring notes or Lions Gate common shares pursuant to this offering and Lions Gate common shares on the conversion of the notes. Accordingly, this summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder and no representations with respect to the income tax consequences to any Holder are made. Consequently, Holders should consult their own tax advisors for advice with respect to the tax consequences to them, having regard to their particular circumstances.

Taxation of Interest on Notes and the Make Whole Premium

The payment of interest on the notes and the payment of the make whole premium by LGEI will not be subject to Canadian withholding tax or any other Canadian tax.

If, pursuant to a guarantee obligation, Lions Gate or any other resident of Canada pays or credits or is deemed to have paid or credited an amount as, on account of, or in lieu of payment of, or in satisfaction of interest or the make whole premium, a Holder will not be subject to Canadian withholding tax in respect of such amount.

Exercise of the Conversion Privilege

A Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Holder on a conversion of a note unless the note constitutes “taxable Canadian property” (as defined in the Tax Act) of the Holder at the time of disposition and the Holder is not entitled to relief under an applicable income tax convention or treaty. Provided the Lions Gate common shares are listed on a “designated stock exchange” (as defined in the Tax Act), which currently includes the NYSE, at the time of the disposition, the notes generally will not constitute taxable Canadian property of a Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met: (i) the Holder, persons with whom the Holder did not deal at arm’s length, or the Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of Lions Gate, and (ii) more than 50% of the fair market value of the Lions Gate common shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada, (b) “Canadian resource properties” (as defined in the Tax Act), (c) “timber resource properties” (as defined in the Tax Act) or (d) options in respect of, or interests in or rights in any such property, whether or not such property exists.

Disposition of Notes and Lions Gate Common Shares

A Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Holder on a disposition or deemed disposition of a note or a Lions Gate common share, unless the note or the Lions Gate common share, as the case may be, constitutes “taxable Canadian property” (as defined in the Tax Act) of the Holder at the time of disposition and the Holder is not entitled to relief under an applicable income tax convention or treaty. Provided the Lions Gate common shares are listed on a “designated stock exchange” (as defined in the Tax Act), which currently includes the NYSE, at the time of the disposition, the notes and the Lions Gate common

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shares generally will not constitute taxable Canadian property of a Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met: (i) the Holder, persons with whom the Holder did not deal at arm’s length, or the Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of Lions Gate, and (ii) more than 50% of the fair market value of the Lions Gate common shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada, (b) Canadian resource properties, (c) timber resource properties or (d) options in respect of, or interests in or rights in any such property, whether or not such property exists.

Receipt of Dividends on Lions Gate common shares

Dividends paid or credited, or deemed to be paid or credited, to a Holder in respect of Lions Gate common shares will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend unless the rate is reduced under the terms of an applicable income tax convention or treaty between Canada and the country of residence of the Holder. Where the Holder is a resident of the United States who is entitled to the benefits under the Canada-United States Income Tax Convention, as amended, and is the beneficial owner of the dividend, the rate of Canadian withholding tax applicable to the dividend is generally reduced to 15% (or 5% in the case of a Holder that is a company beneficially owning at least 10% of the voting shares of Lions Gate at the relevant time).

SELLING SECURITYHOLDERS

On April 15, 2013, LGEI and Lions Gate entered into a purchase agreement with Kornitzer Capital Management, Inc., pursuant to which LGEI issued $60.0 million aggregate principal amount of the notes in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. A further description of such agreement is contained in our Current Report on Form 8-K filed with the SEC on April 15, 2013 and incorporated herein by reference.

This prospectus relates to the resale by the respective selling securityholders of the notes and related guarantee and Lions Gate common shares issuable upon conversion of the notes.

The following table sets forth information with respect to the selling securityholders and the respective principal amounts of notes and common shares beneficially owned by such selling securityholders that may be offered under this prospectus. The information is based on information that has been provided to us by or on behalf of the selling securityholders named in the table, and does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated herein, the selling securityholders do not, and within the past three years have not had, any position, office or other material relationship with us or any of our predecessors or affiliates. Because the selling securityholders may from time to time use this prospectus to offer all or some portion of the notes or the common shares offered hereby, we cannot provide an estimate as to the amount or percentage of any such type of security that will be held by the selling securityholders upon termination of any particular offering or sale under this prospectus. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of any such securities since the date on which they provided us information regarding their holdings, in transactions exempt from the registration requirements of the Securities Act.

For the purposes of the following table, the number of our common shares beneficially owned has been determined in accordance with Rule 13d-3 of the Exchange Act, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes any shares as to which a selling securityholder has sole or shared voting power or investment power and also any shares which the selling securityholders have the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option, warrant or other rights.

The percent of beneficial ownership for the selling securityholders is based on 136,247,299 of common shares outstanding as of May 24, 2013. Under Rule 13d-3(d)(1) of the Exchange Act, shares which the selling securityholder has the right to acquire within 60 days of the date of this prospectus are deemed to be outstanding in calculating the beneficial ownership and the percentage ownership of such selling securityholder but are not deemed to be outstanding as to any other selling securityholder. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership of voting power with respect to the number of common shares actually outstanding as of the date of this prospectus.

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	Principal Amount of Notes				Number of Common Shares
Selling Securityholders	Beneficially Owned Prior to the Offering and Offered Hereby		Percentage of Notes Outstanding		Beneficially Owned Prior to the Offering(1)		Percent of Common Shares Outstanding Prior to the Offering(1)		Offered Hereby(1)	Beneficially Owned After the Offering (1)(2)		Percent of Common Shares Outstanding After the Offering(1)(2)
Buffalo High Yield Fund(3)	$	5,000,000	8.3	%	261,905	(4)	*		166,667	*		*
Buffalo Flexible Income Fund(3)	30,000,000		50.0	%	1,238,095	(5)	*		1,000,000	*		*
Great Plains Trust Company, as Trustee for the Common and Collective Funds(3)	23,500,000		39.2	%	7,452,102	(6)	5.5	%	783,333	4.9	%	*
United Missouri Bank, N.A.(7)	1,500,000		2.5	%	184,254	(8)	*		50,000	*		*

*Less than 1% of the outstanding shares.

(1)For purposes of presenting the number of our common shares beneficially owned by the holder of notes, we assume a conversion price under the notes of $30.00 per common share, and a cash payment in lieu of the issuance of any fractional share interest. However, the conversion price is subject to adjustment as described under “Description of the Notes—Conversion Rights.” As a result, the number of common shares issuable upon conversion of the notes, and as a consequence, the number of shares beneficially owned by the holder of notes, may increase or decrease in the future.

(2)Assumes that all shares being offered by the selling securityholders under this prospectus are sold.

(3)Kornitzer Capital Management, Inc. is the investment advisor to the Buffalo High Yield Fund, Buffalo Flexible Income Fund and Great Plains Trust Company. John C. Kornitzer is the Chief Executive Officer of Kornitzer Capital Management, Inc. Each of Mr. Kornitzer and Kornitzer Capital Management, Inc. share voting and dispositive power over the securities and may be deemed to indirectly beneficially own the securities held of record by Buffalo High Yield Fund, Buffalo Flexible Income Fund and Great Plains Trust Company.

(4)Includes 166,667 common shares issuable upon conversion of the notes and 95,238 common shares issuable upon conversion of the 2012 Notes.

(5) Includes 1,000,000 common shares issuable upon conversion of the notes and 238,095 common shares issuable upon conversion of the 2012 Notes.

(6)Includes 783,333 common shares issuable upon conversion of the notes and 3,952,381 common shares issuable upon conversion of the 2012 Notes and 2,716,388 common shares.

(7)United Missouri Bank, N.A., is the custodian for Korntizer Capital Management Registered Investment Advisor, of which John C. Kornitzer is a principal and has voting and dispositive power over the securities owned by United Missouri Bank, N.A.

(8)Includes 50,000 common shares issuable upon conversion of the notes and 134,254 common shares.

PLAN OF DISTRIBUTION

We will not receive any of the proceeds of the sale of the notes or our common shares offered by this prospectus. The notes and common shares offered by this prospectus may be sold from time to time to purchasers:

·directly by the selling securityholders, or

·through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers of the notes or the common shares offered by this prospectus.

The aggregate proceeds to the selling securityholders from the sale of the notes or common shares offered by this prospectus will be the purchase price paid for such securities, less discounts and commissions, if any. The selling securityholders reserve the right to accept and, together with their agents from time to time, reject, in whole or in part any proposed purchase of notes or common shares to be made directly or through agents.

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The selling securityholders and any such broker-dealers or agents who participate in the distribution of the notes or common shares offered by this prospectus may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. As a result, any profits on the sale of such securities by the selling securityholders and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. If the selling securityholders are deemed to be underwriters, the selling securityholders may be subject to certain statutory liabilities, including, but not limited to, those under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. If the selling securityholders are deemed to be underwriters, the selling securityholders will also be subject to the prospectus delivery requirements of the Securities Act.

If the notes or common shares are sold through underwriters or broker-dealers, the selling securityholders will be responsible for underwriting discounts or commissions or agent’s commissions.

The notes and the common shares may be sold in one or more transactions at:

·fixed prices,

·prevailing market prices at the time of sale or prices related to prevailing market prices at the time of sale,

·varying prices determined at the time of sale, or

·negotiated prices.

These sales may be effected in transactions:

·on any national securities exchange or quotation service on which the common shares may be listed or quoted at the time of the sale, including the NYSE,

·in the over-the-counter market,

·in transactions otherwise than on such exchanges or services or in the over-the-counter market, or

·through the writing of options.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with sales of the notes and common shares offered by this prospectus or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the notes and common shares in the course of hedging their positions. The selling securityholders may also sell the notes and common shares short and deliver notes and common shares to close out short positions, or loan or pledge notes and common shares to broker-dealers that in turn may sell the notes and common shares.

To our knowledge, there are currently no plans, arrangements or understandings between the selling securityholders and any underwriter, broker-dealer or agent regarding the sale of the notes or common shares offered hereby. The selling securityholders might not sell any or all of the notes or the common shares offered by it using this prospectus. The selling securityholders might instead transfer, devise or gift any such securities by other means not described in this prospectus, including pursuant to one or more transactions exempt from registration under the Securities Act, if available. In addition, any such securities covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus.

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Our common shares trade on NYSE under the symbol “LGF.” Notes sold by means of this prospectus will not be eligible for trading in the PORTAL system. We do not intend to list the notes on any national or other securities exchange. No assurance can be given as to the development of liquidity or any trading market for the notes. See “Risk Factors.”

The selling securityholders and any other person participating in a distribution of securities offered by this prospectus will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the notes and common shares by the selling securityholders and any other such person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the notes and common shares to engage in market-making activities with respect to the particular notes and common shares being distributed for a period of time before the commencement of such distribution. This may affect the marketability of the notes and common shares and the ability of any person or entity to engage in market-making activities with respect to the notes and common shares.

We have agreed to pay substantially all of the expenses incidental to the registration of the notes and common shares to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents.

We may suspend the use of this prospectus for any period and at any time, including, without limitation, in the event of pending corporate developments, public filings with the SEC, and similar events.

LEGAL MATTERS

Wachtell, Lipton, Rosen & Katz, New York, New York will pass upon the validity of the notes offered hereby as well as certain other legal matters. Heenan Blaikie LLP, Vancouver, British Columbia will pass upon the validity of the common shares offered hereby as well as certain other legal matters. Two partners of Heenan Blaikie LLP serve on the board of directors of Lions Gate.

EXPERTS

The consolidated financial statements of Lions Gate Entertainment Corp. and TV Guide Entertainment Group, LLC appearing in Lions Gate's Annual Report (Form 10-K) for the year ended March 31, 2013 (including the schedule appearing therein), filed with the SEC on May 30, 2013, and the consolidated financial statements of Summit Entertainment, LLC as of and for the year ended December 31, 2011, included as Exhibit 99.1 to Lions Gate’s Amendment No. 1 to the Current Report on Form 8-K/A, filed with the SEC on March 22, 2012, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference.  Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing. 

The consolidated financial statements of Studio 3 Partners L.L.C. as of September 30, 2012 and 2011 and for the years ended September 30, 2012 and 2011, and the nine month period ended September 30, 2010, incorporated in this prospectus by reference to the Annual Report on Form 10-K of Lions Gate Entertainment Corp. for the year ended March 31, 2013, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing. 

The audited historical financial statements of Summit Entertainment, LLC as of December 31, 2010 and 2009 and for each of the two years in the period ended December 31, 2010 included as Exhibit 99.2 to Lions Gate’s Amendment No. 1 to the Current Report on Form 8-K/A filed with the SEC on March 22, 2012 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

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LIONS GATE ENTERTAINMENT CORP.

LIONS GATE ENTERTAINMENT INC.

$60,000,000 Aggregate Principal Amount of
1.25% Convertible Senior Subordinated Notes due 2018

2,000,000 Common Shares Issuable upon Conversion of Notes

PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

The following are the expenses incurred in connection with the issuance and distribution of the notes and the common shares issuable upon conversion thereof. We will pay all of these expenses. All amounts are estimates, except the SEC registration fee.

Securities and Exchange Commission Registration Fee	$	8,184
Legal Fees and Expenses	*
Accounting Fees and Expenses	*
Printing Expenses	*
Blue Sky Fees	*
Transfer Agent Fees and Expenses	*
Trustee Fees and Expenses	*
Miscellaneous	*
Total	*

*Estimated expenses (other than SEC registration fee) are not presently known.

Item 15.  Indemnification of Directors and Officers

Lions Gate Entertainment Corp.

Under the Business Corporations Act (British Columbia), Lions Gate may indemnify a present or former director or officer of Lions Gate or a person who acts or acted at Lions Gate’s request as a director or officer of another corporation, or for an affiliate, of Lions Gate, and his heirs and personal representatives, against all costs, charges and expenses, including legal and other fees and amounts paid to settle an action or satisfy a judgment, actually and reasonably incurred by him including an amount paid to settle an action or satisfy a judgment in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with Lions Gate or such other corporation and provided that the director or officer acted honestly and in good faith with a view to the best interests of Lions Gate or such other corporation, and, in the case of a criminal or administrative action or proceeding, had reasonable grounds for believing that his conduct was lawful. Other forms of indemnification may be made only with court approval.

In accordance with the Articles of Lions Gate, Lions Gate shall indemnify every director or former director of Lions Gate, or may, subject to the Business Corporations Act (British Columbia), indemnify any other person. We have entered into indemnity agreements with our directors, executive officers, and certain other key employees whereby we have agreed to indemnify the directors and officers to the extent permitted by our Articles and the Business Corporations Act (British Columbia).

Lions Gate’s Articles permit Lions Gate, subject to the limitations contained in the Business Corporations Act, to purchase and maintain insurance on behalf of any person mentioned in the preceding paragraph, as the board

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of directors may from time to time determine. Lions Gate, however, only maintains directors and officers liability insurance and corporate reimbursement insurance.

The foregoing summaries are necessarily subject to the complete text of the statute, Lions Gate’s Articles, and the arrangements referred to above are qualified in their entirety by reference thereto.

Lions Gate Entertainment Inc.

As authorized by Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), the Amended and Restated Certificate of Incorporation (the “Certificate”) of Lions Gate Entertainment Inc. provides that a director of LGEI will not be liable to LGEI or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith of law, (iii) pursuant to Section 174 of the DGCL, and (iv) for any transaction from which the director derived an improper personal benefit.

While the Certificate provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate such duty. Accordingly, the Certificate will have no effect on the availability of equitable remedies, such as an injunction or rescission based on a director’s breach of such director’s duty of care.

The DGCL permits indemnification of directors, officers, employees and agents subject to certain limitations. Our bylaws and the appendix thereto provide for the indemnification of our directors, officers, employees and agents to the extent permitted by Delaware law. Our directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933 (the “Securities Act”).

Lions Gate maintains directors’ and officers’ liability insurance policies insuring LGEI directors and officers for certain covered losses as defined in the policies.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 16.Exhibits

(a)Exhibits

Exhibit Number
3.1	Articles (incorporated by reference to Exhibit 3.1 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005, as filed on June 29, 2005)
3.2	Notice of Articles (incorporated by reference to Exhibit 3.2 to Lions Gate Entertainment Corp.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009, as filed on November 9, 2009)
3.3	Vertical Short Form Amalgamation Application (incorporated by reference to Exhibit 3.3 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, as filed on May 30, 2007)
3.4	Certificate of Amalgamation (incorporated by reference to Exhibit 3.4 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, as filed on May 30, 2007)
4.1	Specimen common share certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-164960) filed on February 17, 2010

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Exhibit Number
4.2	Purchase Agreement, dated April 15, 2013 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and Kornitzer Capital Management, Inc. (incorporated by reference to Exhibit 4.1 to Lions Gate Entertainment Corp.’s Current Report on Form 8-K as filed on April 15, 2013)
4.3	Indenture, dated April 15, 2013 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., and U.S. Bank National Association, as Trustee*
5.1	Opinion of Wachtell, Lipton, Rosen & Katz*
5.2	Opinion of Heenan Blaikie LLP*
12.1	Statement Regarding Computation of Ratios of Earnings to Fixed Charges*
23.1	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)*
23.2	Consent of Heenan Blaikie LLP (contained in Exhibit 5.2)*
23.3	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*
23.4	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (with respect to financial statements of Studio 3 Partners L.L.C.)*
23.5	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (with respect to financial statements of Summit Entertainment, LLC as of December 31, 2010 and 2009 and for each of the two years in the period ended December 31, 2010)*
24.1	Power of Attorney (included on signature page to the registration statement)
25.1	Statement of Eligibility of the Trustee on Form T-1*

*Filed herewith.

Item 17.  Undertakings

(a)           The undersigned registrants hereby undertake:

(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 of 1933;

(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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

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that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, 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 purposes of determining any liability under the Securities Act of 1933 to any purchaser:

(i)            the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii)           each post-effective amendment that contains a form of prospectus 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.

(5)           That, for purposes of determining any liability under the Securities Act of 1933 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; and

(ii)           each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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.

(6)           That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants 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 registrants 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 registrants 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 registrants;

II-4

(iii)          the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or the securities provided by or on behalf of the undersigned registrants; and

(iv)          any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b)           The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 15 above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 registrants 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 registrants will, unless in the opinion of their 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 of 1933 and will be governed by the final adjudication of such issue.

(d)           The undersigned registrants hereby undertake 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 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Lions Gate Entertainment Corp. certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Santa Monica, California, on June 6, 2013.

LIONS GATE ENTERTAINMENT CORP.
By:	/s/ James Keegan
James Keegan,
Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jon Feltheimer, Michael Burns, Wayne Levin and James Keegan, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her 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 subsequent registration statement we may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 to register additional securities in connection with this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, 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 and on the dates indicated.

Signature	Title	Date
/s/ Norman Bacal
Norman Bacal	Director	June 6, 2013
/s/ Michael Burns
Michael Burns	Vice Chairman	June 6, 2013
/s/ Gordon Crawford
Gordon Crawford	Director	June 6, 2013
/s/ Arthur Evrensel
Arthur Evrensel	Director	June 6, 2013
/s/ John Feltheimer
John Feltheimer	Chief Executive Officer (Principal Executive Officer)	June 6, 2013
/s/ Frank Giustra
Frank Giustra	Director	June 6, 2013
/s/ James Keegan
James Keegan	Chief Financial Officer (Principal Financial and Accounting Officer)	June 6, 2013
/s/ Morley Koffman
Morley Koffman	Director	June 6, 2013
/s/ Harald Ludwig
Harald Ludwig	Director	June 6, 2013
/s/ G. Scott Patterson
G. Scott Patterson	Director	June 6, 2013
/s/ Mark Rachesky, M.D.
Mark Rachesky, M.D.	Chairman	June 6, 2013
/s/ Daryl Simm
Daryl Simm	Director	June 6, 2013

II-6

Signature	Title	Date
/s/ Hardwick Simmons
Hardwick Simmons	Director	June 6, 2013
/s/ Phyllis Yaffe
Phyllis Yaffe	Director	June 6, 2013

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Lions Gate Entertainment Inc. certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Santa Monica, California, on June 6, 2013.

LIONS GATE ENTERTAINMENT INC.
By:	/s/ James Keegan
	James Keegan,
	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jon Feltheimer, Wayne Levin and James Keegan, or each of them individually, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for and in his or her 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 subsequent registration statement we may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 to register additional securities in connection with this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, 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 and on the dates indicated.

Signature	Title	Date
/s/ Jon Feltheimer
Jon Feltheimer	President (Principal Executive Officer) and Director	June 6, 2013
/s/ James Keegan
James Keegan	Chief Financial Officer (Principal Financial and Accounting Officer) and Director	June 6, 2013
/s/ Wayne Levin
Wayne Levin	Director	June 6, 2013

II-8

EXHIBIT INDEX

Exhibits

Exhibit Number
3.1	Articles (incorporated by reference to Exhibit 3.1 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005, as filed on June 29, 2005)
3.2	Notice of Articles (incorporated by reference to Exhibit 3.2 to Lions Gate Entertainment Corp.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009, as filed on November 9, 2009)
3.3	Vertical Short Form Amalgamation Application (incorporated by reference to Exhibit 3.3 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, as filed on May 30, 2007)
3.4	Certificate of Amalgamation (incorporated by reference to Exhibit 3.4 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, as filed on May 30, 2007)
4.1	Specimen common share certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-164960) filed on February 17, 2010
4.2	Purchase Agreement, dated April 15, 2013 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp. and Kornitzer Capital Management, Inc. (incorporated by reference to Exhibit 4.1 to Lions Gate Entertainment Corp.’s Current Report on Form 8-K as filed on April 15, 2013)
4.3	Indenture, dated April 15, 2013 by and among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., and U.S. Bank National Association, as Trustee*
5.1	Opinion of Wachtell, Lipton, Rosen & Katz*
5.2	Opinion of Heenan Blaikie LLP*
12.1	Statement Regarding Computation of Ratios of Earnings to Fixed Charges*
23.1	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)*
23.2	Consent of Heenan Blaikie LLP (contained in Exhibit 5.2)*
23.3	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*
23.4	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (with respect to financial statements of Studio 3 Partners L.L.C.)*
23.5	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (with respect to financial statements of Summit Entertainment, LLC as of December 31, 2010 and 2009 and for each of the two years in the period ended December 31, 2010)*
24.1	Power of Attorney (included on signature page to the registration statement)
25.1	Statement of Eligibility of the Trustee on Form T-1*

*Filed herewith.

EX-4.3

Exhibit 4.3

LIONS GATE ENTERTAINMENT INC.

as Issuer

LIONS GATE ENTERTAINMENT CORP.

as Guarantor

1.25% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2018

INDENTURE

Dated as of April 15, 2013

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE		1
SECTION 1.1		DEFINITIONS	1
SECTION 1.2		INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	11
SECTION 1.3		RULES OF CONSTRUCTION	11
ARTICLE II	THE NOTES		12
SECTION 2.1		FORM AND DATING	12
SECTION 2.2		EXECUTION AND AUTHENTICATION	13
SECTION 2.3		REGISTRAR, PAYING AGENT AND CONVERSION AGENT	14
SECTION 2.4		PAYING AGENT TO HOLD MONEY IN TRUST	15
SECTION 2.5		HOLDER LISTS	15
SECTION 2.6		TRANSFER AND EXCHANGE	15
SECTION 2.7		REPLACEMENT NOTES	15
SECTION 2.8		OUTSTANDING NOTES	16
SECTION 2.9		NOTES HELD BY THE ISSUER OR AN AFFILIATE	16
SECTION 2.10		TEMPORARY NOTES	17
SECTION 2.11		CANCELLATION	17
SECTION 2.12		DEFAULTED INTEREST	17
SECTION 2.13		CUSIP NUMBERS	17
SECTION 2.14		DEPOSIT OF MONEYS	17
SECTION 2.15		BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES	18
SECTION 2.16		SPECIAL TRANSFER PROVISIONS	18
SECTION 2.17		RESTRICTIVE SECURITIES LEGENDS	20
ARTICLE III	NOTE GUARANTEE		21
SECTION 3.1		NOTE GUARANTEE	21
SECTION 3.2		CONSIDERATION	22
SECTION 3.3		EXECUTION OF GUARANTEE	22
SECTION 3.4		SUCCESSOR GUARANTEE	23
ARTICLE IV	SATISFACTION AND DISCHARGE		23
SECTION 4.1		SATISFACTION AND DISCHARGE OF INDENTURE	23

i

TABLE OF CONTENTS

(continued)

			Page
SECTION 4.2		DEPOSITED MONIES TO BE HELD IN TRUST	24
SECTION 4.3		RETURN OF UNCLAIMED MONIES	24
ARTICLE V	DEFAULTS AND REMEDIES		24
SECTION 5.1		EVENTS OF DEFAULT	24
SECTION 5.2		ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	25
SECTION 5.3		OTHER REMEDIES	26
SECTION 5.4		WAIVER OF PAST DEFAULTS	26
SECTION 5.5		CONTROL BY MAJORITY	27
SECTION 5.6		LIMITATION ON SUIT	27
SECTION 5.7		UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENT	28
SECTION 5.8		COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY THE TRUSTEE	28
SECTION 5.9		TRUSTEE MAY FILE PROOFS OF CLAIM	29
SECTION 5.10		RESTORATION OF RIGHTS AND REMEDIES	30
SECTION 5.11		RIGHTS AND REMEDIES CUMULATIVE	30
SECTION 5.12		DELAY OR OMISSION NOT WAIVER	30
SECTION 5.13		APPLICATION OF MONEY COLLECTED	30
SECTION 5.14		UNDERTAKING FOR COSTS	31
SECTION 5.15		WAIVER OF STAY OR EXTENSION LAWS	31
ARTICLE VI	THE TRUSTEE		31
SECTION 6.1		DUTIES OF TRUSTEE	31
SECTION 6.2		RIGHTS OF TRUSTEE	32
SECTION 6.3		INDIVIDUAL RIGHTS OF TRUSTEE	34
SECTION 6.4		TRUSTEE’S DISCLAIMER	34
SECTION 6.5		NOTICE OF DEFAULTS	34
SECTION 6.6		REPORTS BY TRUSTEE TO HOLDERS	34
SECTION 6.7		COMPENSATION AND INDEMNITY	35
SECTION 6.8		REPLACEMENT OF TRUSTEE	35
SECTION 6.9		SUCCESSOR TRUSTEE BY MERGER, ETC.	36

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TABLE OF CONTENTS

(continued)

			Page
SECTION 6.10		ELIGIBILITY; DISQUALIFICATION	36
SECTION 6.11		PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER AND THE COMPANY	37
ARTICLE VII	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		37
SECTION 7.1		ISSUER OR COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	37
SECTION 7.2		SUCCESSOR CORPORATION SUBSTITUTED	37
ARTICLE VIII	AMENDMENTS, SUPPLEMENTS AND WAIVERS		38
SECTION 8.1		WITHOUT CONSENT OF HOLDERS OF NOTES	38
SECTION 8.2		WITH CONSENT OF HOLDERS OF NOTES	39
SECTION 8.3		COMPLIANCE WITH TRUST INDENTURE ACT	40
SECTION 8.4		REVOCATION OF CONSENTS AND EFFECT OF CONSENTS OR VOTES	40
SECTION 8.5		NOTATION ON OR EXCHANGE OF NOTES	40
SECTION 8.6		TRUSTEE TO SIGN AMENDMENT, ETC.	41
ARTICLE IX	MEETING OF HOLDERS OF NOTES		41
SECTION 9.1		PURPOSES FOR WHICH MEETINGS MAY BE CALLED	41
SECTION 9.2		CALL NOTICE AND PLACE OF MEETINGS	41
SECTION 9.3		PERSONS ENTITLED TO VOTE AT MEETINGS	41
SECTION 9.4		QUORUM; ACTION	42
SECTION 9.5		DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS	42
SECTION 9.6		COUNTING VOTES AND RECORDING ACTION OF MEETINGS	43
ARTICLE X	COVENANTS		43
SECTION 10.1		PAYMENT OF NOTES	43
SECTION 10.2		MAINTENANCE OF OFFICE OR AGENCY	44
SECTION 10.3		REPORTS	44
SECTION 10.4		COMPLIANCE CERTIFICATE	44
SECTION 10.5		STAY, EXTENSION AND USURY LAWS	45
SECTION 10.6		CORPORATE EXISTENCE	45

iii

TABLE OF CONTENTS

(continued)

			Page
SECTION 10.7		NOTICE OF DEFAULT	45
ARTICLE XI	MAKE WHOLE PREMIUM		45
SECTION 11.1		MAKE WHOLE PREMIUM	45
SECTION 11.2		ISSUER’S OPTION TO PROVIDE FOR CONVERSION INTO SHARES OF ACQUIROR IN LIEU OF MAKE WHOLE PREMIUM	47
SECTION 11.3		ADJUSTMENTS RELATING TO MAKE WHOLE PREMIUM	48
ARTICLE XII	[RESERVED]		48
ARTICLE XIII	REPURCHASE OF NOTES		48
SECTION 13.1		[RESERVED]	48
SECTION 13.2		REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT	48
SECTION 13.3		[RESERVED]	49
SECTION 13.4		NOTICE OF OPTIONAL REPURCHASE TO BE PROVIDED BY THE ISSUER	49
SECTION 13.5		NOTICE OF WITHDRAWAL	50
SECTION 13.6		PAYMENT OF THE REPURCHASE PRICE	51
ARTICLE XIV	CONVERSION OF NOTES		51
SECTION 14.1		CONVERSION RIGHT AND CONVERSION PRICE	51
SECTION 14.2		EXERCISE OF CONVERSION RIGHT	52
SECTION 14.3		FRACTIONS OF SHARES	54
SECTION 14.4		ADJUSTMENT OF CONVERSION RATE	54
SECTION 14.5		NOTICE OF ADJUSTMENTS OF CONVERSION PRICE	62
SECTION 14.6		NOTICE PRIOR TO CERTAIN ACTIONS	63
SECTION 14.7		COMPANY TO RESERVE COMMON SHARES; INTERCOMPANY AGREEMENT	64
SECTION 14.8		TAXES ON CONVERSIONS	64
SECTION 14.9		COVENANT AS TO COMMON SHARES	64
SECTION 14.10		CANCELLATION OF CONVERTED NOTES	64
SECTION 14.11		EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE	64

iv

TABLE OF CONTENTS

(continued)

			Page
SECTION 14.12		RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS	66
SECTION 14.13		LIMITATION ON CONVERSION RIGHT	66
SECTION 14.14		SATISFACTION OF CONVERSION OBLIGATION	67
ARTICLE XV	SUBORDINATION OF NOTES		67
SECTION 15.1		NOTES SUBORDINATED TO SENIOR DEBT	67
SECTION 15.2		NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES	68
SECTION 15.3		PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.	69
SECTION 15.4		SUBROGATION	70
SECTION 15.5		OBLIGATIONS OF THE ISSUER UNCONDITIONAL	70
SECTION 15.6		NOTICE TO TRUSTEE	71
SECTION 15.7		RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT	71
SECTION 15.8		TRUSTEE’S RELATION TO SENIOR DEBT	72
SECTION 15.9		SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE ISSUER OR HOLDERS OF SENIOR DEBT	72
SECTION 15.10		HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE THE SUBORDINATION OF THE NOTES	72
SECTION 15.11		NOT TO PREVENT EVENTS OF DEFAULT	72
SECTION 15.12		TRUSTEE’S COMPENSATION NOT PREJUDICED	73
SECTION 15.13		NO WAIVER OF SUBORDINATION PROVISIONS	73
SECTION 15.14		PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION	73
ARTICLE XVI	OTHER PROVISIONS OF GENERAL APPLICATION		73
SECTION 16.1		TRUST INDENTURE ACT CONTROLS	73
SECTION 16.2		NOTICES	74
SECTION 16.3		COMMUNICATION BY HOLDERS WITH OTHER HOLDERS	75
SECTION 16.4		ACTS OF HOLDERS OF NOTES	75
SECTION 16.5		CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	76

v

TABLE OF CONTENTS

(continued)

		Page
SECTION 16.6	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION	77
SECTION 16.7	EFFECT OF HEADINGS AND TABLE OF CONTENTS	77
SECTION 16.8	SUCCESSORS AND ASSIGNS	77
SECTION 16.9	SEPARABILITY CLAUSE	77
SECTION 16.10	BENEFITS OF INDENTURE	77
SECTION 16.11	GOVERNING LAW	78
SECTION 16.12	COUNTERPARTS	78
SECTION 16.13	LEGAL HOLIDAYS	78
SECTION 16.14	RECOURSE AGAINST OTHERS	78
SECTION 16.15	WAIVER OF JURY TRIAL	78
SECTION 16.16	FORCE MAJEURE	78
Exhibit A	Form of Note
Schedule A	Schedule of Exchanges of Interests in the Global Note
Exhibit B	Form of Note Guarantee
Exhibit C-1	Restrictive Securities Legend for Notes
Exhibit C-2	Restrictive Securities Legend for Global Notes
Exhibit C-3	Restrictive Securities Legend for Common Shares
Exhibit D	Form of Notice of Transfer Pursuant to Registration Statement

vi

INDENTURE, dated as of April 15, 2013 among LIONS GATE ENTERTAINMENT INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404 (the “Issuer”), LIONS GATE ENTERTAINMENT CORP., a corporation duly organized and existing under the laws of British Columbia, having its principal offices at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404 and 1055 West Hastings Street, Suite 2200, Vancouver, British Columbia V6E 2E9 (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

RECITALS OF THE ISSUER AND THE COMPANY

The Issuer and the Company have duly authorized the creation of an issue of the Issuer’s 1.25% Convertible Senior Subordinated Notes due 2018 (the “Notes”), in substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and the Company have duly authorized the execution and delivery of this Indenture.

All things necessary to make (i) the Notes, when the Notes are executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, guaranteed fully and unconditionally by the Company, the valid obligations of the Issuer, guaranteed fully and unconditionally by the Company, (ii) the Note Guarantee the valid obligation of the Company, and (iii) this Indenture a valid agreement of the Issuer and the Company, in accordance with their and its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows.

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 DEFINITIONS.

“Acquiror” means, in a transaction that is a Change in Control, the entity that acquires the Issuer or the Company, as the case may be.

“Act of Holders” when used with respect to any Holder of a Note, has the meaning specified in Section 16.4(a) hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified “Person.”  For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

1

“Agent” means any Registrar, Paying Agent, Conversion Agent or co-registrar.

“Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal, state or foreign law for the relief of debtors.

“Board of Directors” means either the board of directors of Issuer or the Company, as the case may be, or any committee of such board empowered to act for it with respect to this Indenture.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Issuer or the Company, as the case may be, duly adopted by such Board of Directors and in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day,” when used with respect to any Place of Payment or Place of Conversion, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or Place of Conversion, as the case may be, are authorized or obligated by law to close.

“Capital Shares” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether now outstanding or issued after the date of this Indenture, including, without limitation, all common shares and preferred shares.

“Change in Control” means an event or series of events in which:

(a)any “person,” including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, of Capital Shares of the Company entitling that person to exercise more than 50% of the total voting power of all of the Capital Shares of the Company entitled to vote generally in elections of directors (calculated without giving effect to any Common Shares issued or issuable by the Company upon conversion of Notes pursuant to Article XIV hereof), other than any acquisition by the Company, any Subsidiary or any employee benefit plan of the Company;

(b)the Company (1) consolidates with or merges into any other corporation or business entity or conveys or transfers or leases all or substantially all of the assets of the Company to any other person, corporation or business entity or any other corporation or business entity merges into the Company (except solely to the extent necessary to reflect a change in the jurisdiction of incorporation of the Company), and, in any such case, (2) the holders of the Company’s Capital Shares immediately before such transaction own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting securities of the corporation or business entity resulting from, or the transferee in, such transaction (calculated without giving effect to any Common Shares issued or issuable by the Company upon conversion of Notes pursuant to Article XIV hereof);

(c)any “person,” including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, acquires beneficial ownership, directly or indirectly, of the Issuer’s Capital Shares entitling that person to exercise more than 50% of the total voting

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power of all of the Capital Shares of the Issuer entitled to vote generally in elections of directors (calculated without giving effect to any Common Shares issued or issuable by the Company upon conversion of Notes pursuant to Article XIV hereof), other than any acquisition by the Company, the Issuer or any of their respective Subsidiaries or any of their respective employee benefit plans; or

(d)the Issuer (1) consolidates with or merges into any other corporation or business entity or conveys or transfers or leases all or substantially all of the assets of the Issuer to any other person, corporation or business entity or any other corporation or business entity merges into the Issuer (except solely to the extent necessary to reflect a change in jurisdiction of incorporation of the Issuer or any parent of the Issuer), and, in any such case, (2) the holders of the Issuer’s Capital Shares immediately before such transaction own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting securities of the corporation or business entity resulting from, or the transferee in, such transaction (calculated without giving effect to any Common Shares issued or issuable by the Company upon conversion of Notes pursuant to Article XIV hereof);

provided, however, that a Change in Control shall not be deemed to occur if at least 90% of the consideration in the Change in Control transaction consists of Capital Shares traded primarily on a U.S. national securities exchange or quoted primarily on the Nasdaq National Market.

Beneficial ownership shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act (except that a person will be deemed to have beneficial ownership of all shares that such person has the right to acquire, either immediately or with the passage of time). The term “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act. In determining beneficial ownership, the Issuer may rely on Schedule 13D and Schedule 13G filings filed pursuant to the Exchange Act.

“Change in Management” shall mean that (a) either (i) both Jon Feltheimer and Michael Burns or (ii) all four of Steven Beeks, Kevin Beggs, Brian Goldsmith and Wayne Levin (each, a “Key Manager”) shall cease for any reason, including, without limitation, termination of employment, death or disability (the term “disability” or “disabled” as used herein meaning an inability continuing for one hundred and eighty (180) consecutive days (the “Disability Period”) to materially perform the functions and services being performed by such Person as of the date of this Indenture), to materially perform the functions and services currently being performed for the Company or Issuer by such Person as of the date of this Indenture and (b) the Company or Issuer shall fail, for a period of ninety (90) consecutive days following the last day of the Disability Period in which a Key Manager may be considered disabled or the day on which a Key Manager shall have otherwise ceased to materially perform his executive functions with the Company or Issuer as aforesaid (such date, the “Disability Determination Date”), to replace such Key Manager with an individual acceptable to Holders of record as of such Disability Determination Date of a majority in aggregate principal amount of the outstanding Notes, in their sole discretion.  Any replacement for a Key Manager shall be deemed acceptable to the Holders unless, within 20 days after receiving a written notice from the Issuer containing the name of the proposed replacement shall have been mailed to such Holders, as contemplated in this Indenture,

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the Trustee notifies the Issuer in writing that Holders of a majority in aggregate principal amount of the outstanding Notes object to such replacement.

“Closing Price” of any security on any date of determination means:

(1)the closing sale price (or, if no closing sale price is reported, the last reported sale price) of such security on the New York Stock Exchange on such date;

(2)if such security is not listed for trading on the New York Stock Exchange on any such date, the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which such security is so listed;

(3)if such security is not so listed on a U.S. national or regional securities exchange, the last reported sale price as reported by the Nasdaq National Market;

(4)if such security is not so reported, the last quoted bid price for such security in the over-the-counter market as reported by the National Quotation Bureau or similar organization; or

(5)if such bid price is not available, the average of the mid-point of the last bid and ask prices of such security on such date from at least three nationally recognized independent investment banking firms retained for this purpose by the Issuer or Company.

“Common Shares” means any shares of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 14.11 hereof, shares issuable on conversion of Notes shall include only shares of the class designated as Common Shares, no par value per share, of the Company at the date of execution of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which are not subject to redemption by the Company, provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“Company” means the corporation named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“Conversion Agent” has the meaning specified in Section 2.3 hereof.

“Conversion Date” has the meaning specified in Section 14.2 hereof.

“Conversion Notice” has the meaning specified in Section 14.2 hereof.

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“Conversion Price” has the meaning specified in Section 14.1 hereof.

“Conversion Rate” has the meaning specified in Section 14.1 hereof.

“Conversion Shares Cap” has the meaning specified in Section 11.1 hereof.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be administered (which at the date of execution of this Indenture is located at the office of U.S. Bank National Association at 633 W 5th Street, 24th Floor, Los Angeles, California 90071, Attention: Corporate Trust Services), or at any other time at such other address as the Trustee may designate from time to time by notice to the Company and the Holders.

“Credit Facility Debt” means any and all amounts payable under or in respect of Senior Bank Facilities, including principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer or the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof, in an aggregate principal amount not to exceed $1,000,000,000 at any one time outstanding.

“Current Market Price” has the meaning specified in Section 14.4(g).

“Default” means an event which is, or after notice or lapse of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 2.12 hereof.

“Defaulted Interest Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Issuer pursuant to Section 2.12 hereof.

“Depositary” means The Depository Trust Company, its nominees and their respective successors.

“Designated Event” means a Change in Control, Change in Management or a Termination of Trading.

“Designated Event Repurchase Date” has the meaning specified in Section 13.2 hereof.

“Designated Event Repurchase Notice” has the meaning specified in Section 13.2 hereof.

“Designated Event Repurchase Price” has the meaning specified in Section 13.2 hereof.

“Designated Event Repurchase Right” has the meaning specified in Section 13.2 hereof.

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“Designated Senior Debt” means any Senior Debt (other than under any Senior Bank Facility) in an original principal amount of not less than $50 million.

“Dollar,” “U.S. Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts.

“Effective Date” has the meaning specified in Section 11.1 hereof.

“Event of Default” has the meaning specified in Section 5.1 hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Time” has the meaning specified in Section 14.4(f) hereof.

“Fair Market Value” has the meaning set forth in Section 14.4(g) hereof.

“Global Note” has the meaning specified in Section 2.1(f) hereof.

“Holder” means the Person in whose name the Note is registered in the Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Interest Payment Date” means each April 15 and October 15, beginning October 15, 2013.

“Issuer” means the corporation named as “Issuer” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor corporation.

“Issuer Notice” has the meaning specified in Section 13.4 hereof.

“Make Whole Premium” has the meaning specified in Section 11.1 hereof.

“Make Whole Table” has the meaning specified in Section 11.1 hereof.

“Maturity Date” has the meaning specified in Section 2.1(b) hereof.

“Nasdaq National Market” means the National Association of Securities Dealers Automated Quotation National Market or any successor national securities exchange or automated over-the-counter trading market in the United States.

“Non-Electing Share” has the meaning specified in Section 14.11 hereof.

“Note Guarantee” has the meaning specified in Section 3.1 hereof.

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“Notes” has the meaning ascribed to it in the first paragraph under the caption “Recitals of the Issuer and the Company.”

“Obligations” has the meaning specified in Section 3.1 hereof.

“Officer” means the Chairman or Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, any Vice President, the Secretary or Assistant Secretary of the Issuer or the Company, as the case may be.

“Officers’ Certificate” means a certificate from the Issuer or the Company, as the case may be, signed by its (a) Chairman, Vice Chairman, President, Chief Executive Officer, Chief Financial Officer or Vice President, and (b) Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion acceptable to the Trustee of counsel, who may be counsel to the Issuer and/or the Company, as the case may be (and may include directors or employees of the Issuer or the Company, as the case may be).

“Order” means a written request or order signed in the name of the Issuer by its Chairman of the Board of Directors, its President, its Chief Executive Officer, its Chief Financial Officer or any Vice President, and delivered to the Trustee.

“Participants” has the meaning specified in Section 2.15(a) hereof.

“Paying Agent” has the meaning specified in Section 2.3 hereof.

“Payment Blockage Period” has the meaning specified in Section 15.2(b) hereof.

“Payment Default” has the meaning specified in Section 5.1(d)(i) hereof.

“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or any entity similar to any of the foregoing organized under the laws of other countries, or a governmental agency or political subdivision thereof.

“Physical Notes” has the meaning specified in Section 2.1(g) hereof.

“Place of Conversion” means any city in which any Conversion Agent is located.

“Place of Payment” means any city in which any Paying Agent is located.

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.7 hereof in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

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“Public Entity” means an entity with publicly-traded equity securities that are listed on a United States national or regional securities exchange or on the NASDAQ National Market.

“Purchased Shares” has the meaning specified in Section 14.4(f) hereof.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Record Date” means either a Regular Record Date or a Special Record Date, as the case may be, provided that, for purposes of Section 14.4 hereof, Record Date has the meaning specified in 14.4(g) hereof.

“Reference Period” has the meaning specified in Section 14.4(d) hereof.

“Register” has the meaning specified in Section 2.5 hereof.

“Registrar” has the meaning specified in Section 2.3 hereof.

“Regular Record Date” for the interest payable on the Notes means the close of business on the April 1 or October 1 (whether or not a Business Day), as the case may be, preceding an Interest Payment Date.

“Repurchase Date” means any Designated Event Repurchase Date.

“Repurchase Notice” means any Designated Event Repurchase Notice.

“Repurchase Price” means any Designated Event Repurchase Price.

“Repurchase Right” means any Designated Event Repurchase Right.

“Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee, including any vice president, assistant vice president, the treasurer, any assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Restricted Security” means a Note (or Common Share into which such Note has been converted) that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on any Opinion of Counsel to the Issuer with respect to whether any Note (or Common Share into which such Note has been converted) constitutes a Restricted Security.

“Restrictive Securities Legend” has the meaning specified in Section 2.17(a) hereof.

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“Rule 144A” means Rule 144A as promulgated under the Securities Act (including any successor rule thereof), as the same may be amended from time to time.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Bank Facilities” means the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement among the Issuer, as Borrower, the Guarantors referred to therein, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto, dated as of September 27, 2012, as amended prior to the date hereof (the “Current Facility”) and any amendment, extension, modification or waiver thereof, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing amounts available for borrowing thereunder or adding additional guarantors thereunder) all or any portion of the Credit Facility Debt under such agreement or any successor or replacement agreement, whether or not with the same lenders or agent, so long as any such refinancing, or amendment, extension, modification or waiver of any then existing financing (any such refinancing, or amendment, extension, modification or waiver, a “Later Financing”), is secured by assets of the Company or the Issuer or their respective subsidiaries; provided, however, that the lack of any validity or enforceability of any lien or other security interest purported to be granted in connection with such Later Financing shall not affect the classification of such Later Financing as a Senior Bank Facility.

“Senior Debt” means any existing and future obligations of a Person with respect to (i) Credit Facility Debt (ii) Vendor Financing Debt and (iii) to the extent of the value of the assets securing the debt described in this clause (iii), all secured financing in connection with motion picture and television production and/or acquisition (including the rights of the entertainment guilds pursuant to their collective bargaining agreements with the film and television industries), and the acquisition of libraries and catalogues (either directly or through acquisitions of entities whose principal assets consist of libraries and/or catalogues).

“Senior Non-monetary Default” has the meaning specified in Section 15.2 hereof.

“Senior Payment Default” has the meaning specified in Section 15.2 hereof.

“Share Price” has the meaning specified in Section 11.1 hereof.

“Share Price Cap” has the meaning specified in Section 11.1 hereof.

“Share Price Threshold” has the meaning specified in Section 11.1 hereof.

“Significant Subsidiary” has the meaning specified in Rule 1-02(w) under Regulation S-K promulgated by the SEC.

“Special Record Date” has the meaning specified in Section 8.4 hereof.

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“Subsidiary” means a corporation more than 50% of the outstanding Voting Shares of which are owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.

“Successor Company” has the meaning specified in Section 7.1.

“Termination of Trading” will be deemed to have occurred if the Common Shares (or other common stock into which the Notes are convertible) are neither listed for trading on a U.S. national securities exchange nor approved for listing on the Nasdaq National Market or any similar U.S. system of automated dissemination of quotations of securities prices, and no American Depository Shares or similar instruments for such common stock are so listed or approved for listing in the U.S.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa- 77bbbb), as in effect on the date of execution of this Indenture; provided, however, that in the event the TIA is amended after such date, “TIA” means, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended, or any successor statute.

“Trading Day” means:

(1)if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national security exchange, a day on which the New York Stock Exchange or such other national security is open for business;

(2)if the applicable security is quoted on the Nasdaq National Market, a day on which trades may be made thereon; or

(3)if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Transfer Agent” means any Person, which may be the Company, authorized by the Company to exchange or register the transfer of Notes, initially U.S. Bank National Association.

“Trigger Event” has the meaning specified in Section 14.4(d) hereof.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Vendor Financing Debt” means obligations of the Company or the Issuer, directly or by guarantee, owing to Persons providing financing to any of such entities, which Persons are bona fide suppliers of products or services to such entities, in an aggregate principal amount not to exceed $100.0 million at any one time outstanding for all such Persons. If at any time there are obligations outstanding to all such Persons in a principal amount in excess of $100.0 million, then the Vendor Financing Debt shall be allocated, as among the holders of Vendor Financing Debt only, in accordance with a schedule provided by the Issuer and the Company to the Trustee,

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or if no such schedule has been provided, pro rata among the holders of the Vendor Financing Debt.

“Vice President” means any vice president of a corporation, whether or not designated by a number or a word or words added before or after the title “vice president.”

“Voting Shares” means with respect to any Person, Capital Shares of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Withdrawal Notice” has the meaning specified in Section 13.5 hereto.

SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the provision 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; and

“obligor” on the Notes means the Issuer and the Company and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rules have the meanings assigned to them by such definitions.

SECTION 1.3 RULES OF CONSTRUCTION.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with accounting principles generally accepted in the United States prevailing at the time of any relevant computation hereunder; and

(3)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

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ARTICLE II
THE NOTES

SECTION 2.1 FORM AND DATING.

(a)The Notes shall be known and designated as the “1.25% Convertible Senior Subordinated Notes due 2018” of the Issuer. The aggregate principal amount of the Notes which may be authenticated and delivered under this Indenture shall initially be limited to $60,000,000, but may be reopened at any time and from time to time for the issuance of additional Notes, which Notes shall have identical terms except that such additional Notes may have different initial issuance prices and first interest payment dates.

(b)The Notes shall mature on April 15, 2018 (the “Maturity Date”).

(c)Interest shall accrue at a rate of 1.25% per annum on the principal amount of the Notes calculated from April 15, 2013 or from the most recent date to which interest has been paid until the principal of the Notes is paid or made available for payment pursuant to the terms of this Indenture. Interest shall be payable semiannually in arrears on April 15 and October 15 in each year, commencing October 15, 2013.

Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed.

Except as provided in the next succeeding paragraph, a Holder of any Note shall not be entitled to receive any interest that has accrued on such Note if such Note is converted into Common Shares on any day other than an Interest Payment Date. By delivering to the Holder of any Note that is converted into Common Shares the number of shares issuable upon conversion, together with a cash payment, if any, in lieu of a fractional share, the Issuer and the Company shall be deemed to have satisfied their obligation with respect to such Note. Accordingly, accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited.

If a Holder of any Note converts such Note after a Regular Record Date but prior to the corresponding Interest Payment Date, the Holder of record on such Regular Record Date shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Note, notwithstanding the conversion of such Note prior to such Interest Payment Date. However, at the time such Holder surrenders such Note for conversion, such Holder shall pay the Issuer an amount equal to the interest that will be paid on the Notes being converted on the Interest Payment Date. However, in the event that (i) overdue interest, if any, exists at the time of conversion with respect to such Note or (ii) a Holder exercises its Designated Event Repurchase Right for a Note on a Designated Event Repurchase Date that is after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, and prior to such Designated Event Repurchase Date a Holder of any Note chooses to convert such Note, then such Holder shall not be required to pay the Issuer at the time such Holder surrenders such Note for conversion the amount of interest on such Note such Holder shall be entitled to receive on the date that has been fixed for repurchase if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following

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the next succeeding Interest Payment Date. Accrued but unpaid interest will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default.

Principal of, and premium, if any, and interest on, Global Notes shall be payable to the Depositary in immediately available funds.

Principal and premium, if any, and interest on maturity, on Physical Notes shall be payable at the office or agency of the Issuer maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Notes (other than at maturity) will be payable by (i) U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Holder, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder, of an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds.

(d)The Notes shall be guaranteed as to payment and performance of conversion rights by the Company as provided in Article III; provided that nothing herein shall require the Note Guarantee to be endorsed on any Note and the failure to so endorse a Note Guarantee thereon shall not impair the validity or enforceability of the Note Guarantee with respect to any such Note.

(e)The Notes and the Trustee’s certificate of authentication 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, stock exchange rule or usage. Each Note shall be dated the date of its authentication.

(f)The Notes are being offered and sold in reliance on Section 4(2) of the Securities Act and shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in EXHIBIT A (the “Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and bearing the legends set forth in EXHIBITS C-1 and C-2. The aggregate principal amount of the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided, subject to the limitations provided in Section 2.1(a) hereof on the aggregate principal amount of the Global Note or Notes.

(g)Notes issued in exchange for interests in a Global Note pursuant to Section 2.15 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in EXHIBIT A (the “Physical Notes”) and, if applicable, bearing any legends required by Section 2.17.

SECTION 2.2 EXECUTION AND AUTHENTICATION.

(a)One Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature.

(b)If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

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(c)A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

(d)Upon an Order of the Issuer signed by one Officer of the Issuer, the Trustee shall authenticate Notes for original issue in the aggregate principal amount of $60,000,000, or in the aggregate principal amount of additional Notes as shall be permitted pursuant to Section 2.1(a), as applicable.  In authenticating such Notes or additional Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes or additional Notes, the Trustee shall receive, and, subject to Section 6.1, shall be fully protected in relying upon:

(i)a copy of the Board Resolution of the Board of Directors approving the issuance of the Notes or additional Notes, certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate;

(ii)an Officers’ Certificate complying with Section 16.6; and

(iii)an Opinion of Counsel complying with Section 16.6.

(e)Upon an Order of the Issuer signed by two Officers of the Issuer, the Trustee shall authenticate Notes not bearing the Restrictive Securities Legend to be issued to the transferee when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(c) hereof.

(f)The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and its Affiliates.

(g)The Notes shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any positive integral multiple thereof.

SECTION 2.3 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

(a)The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes may be presented for payment (“Paying Agent”) and an office or agency where Notes may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint or change one or more co-registrars, one or more additional paying agents and one or more additional conversion agents without notice and may act in any such capacity on its own behalf. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Conversion Agent” includes any additional conversion agent.

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(b)The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Issuer fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Issuer or any Affiliate of the Issuer may act as Paying Agent.

(c)The Issuer initially appoints the Trustee as Paying Agent, Registrar and Conversion Agent.

SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST.

Subject to Section 15.2, each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all moneys held by the Paying Agent for the payment of the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. If the Issuer acts as Paying Agent, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent.

SECTION 2.5 HOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders (the “Register”). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee on or before each interest payment date and at such other times as the Trustee may request in writing the Register.

SECTION 2.6 TRANSFER AND EXCHANGE.

(a)Subject to Sections 2.15 and 2.16 hereof, when Notes are presented to the Registrar with a request to register their transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transaction are met. To permit registrations of transfer and exchanges, the Trustee shall authenticate Notes at the Registrar’s request.

(b)No service charge shall be made for any transfer, exchange or conversion of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Sections 2.10, 12.6, 13.1, 13.2 or 14.2 not involving any transfer.

SECTION 2.7 REPLACEMENT NOTES.

(a)If the Holder claims that the Note has been mutilated, lost, destroyed or stolen, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the Trustee’s requirements are met and, in the case of a mutilated Note, such mutilated Note is surrendered to the Trustee. In the case of lost, destroyed or stolen Notes, if required by the Trustee, an

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indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee to protect the Issuer, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to replacing a Note and any other reasonable expenses (including the reasonable fees and expenses of the Trustee) in connection therewith.

(b)In case any such mutilated, lost, destroyed or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note when due.

(c)Every replacement Note is an additional obligation of the Issuer only as provided in Section 2.8.

SECTION 2.8 OUTSTANDING NOTES.

(a)The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation and those described in this Section 2.8 as not outstanding. Except to the extent provided in Section 2.9, a Note does not cease to be outstanding because the Issuer or one of its subsidiaries or Affiliates holds the Note.

(b)If a Note is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Note is held by a protected purchaser, as that term is defined in the New York Uniform Commercial Code.

(c)If the Paying Agent (other than the Issuer or any Affiliate of the Issuer) holds on a Repurchase Date or Maturity Date money sufficient to pay Notes payable on that date (or, if the Issuer acts as Paying Agent, if the Issuer has segregated and holds such money in trust in accordance with Section 2.4 hereof), then on and after that date, such Notes shall be deemed to be no longer outstanding and interest on them shall cease to accrue, and such Note shall be deemed paid whether or not the Note is delivered to the Paying Agent. Thereafter, all other rights of the Holders of such Notes shall terminate with respect to such Notes, other than the right to receive the Repurchase Price or principal amount, as applicable.

(d)If a Note is converted in accordance with Article XIV hereof, then from and after the time of conversion on the Conversion Date, such Note will cease to be outstanding, and interest, if any, will cease to accrue on such Note.

SECTION 2.9 NOTES HELD BY THE ISSUER OR AN AFFILIATE.

In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any of its subsidiaries or an Affiliate shall be considered as though not outstanding, except that for the purposes of determining whether a Responsible Officer of the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded.

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SECTION 2.10 TEMPORARY NOTES.

Until definitive Notes are ready for delivery, the Issuer 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 Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

SECTION 2.11 CANCELLATION.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange, payment or conversion. The Trustee shall cancel all Notes surrendered for transfer, exchange, payment, conversion or cancellation in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article XIV.

SECTION 2.12 DEFAULTED INTEREST.

If and to the extent the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest in any lawful manner plus, to the extent not prohibited by applicable statute or case law, interest payable on the defaulted interest at the rate provided in the Notes (the “Defaulted Interest”). The Issuer may pay the Defaulted Interest to the persons who are Holders on a subsequent special record date fixed by the Issuer (a “Defaulted Interest Special Record Date”). The Issuer shall fix such Defaulted Interest Special Record Date and payment date. At least 15 days before the Defaulted Interest Special Record Date, the Issuer shall mail to Holders a notice that states the Defaulted Interest Special Record Date, payment date and amount of interest to be paid.

SECTION 2.13 CUSIP NUMBERS.

The Issuer in issuing the Notes may use one or more “CUSIP” numbers, and if so, the Trustee shall use the CUSIP numbers in notices of exchange as a convenience to Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP numbers 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 Issuer shall promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.14 DEPOSIT OF MONEYS.

Prior to 11:00 A.M., New York City time, on each Interest Payment Date, Maturity Date and Repurchase Date, the Issuer shall have deposited with a Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date and Repurchase Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Maturity Date and Repurchase Date, as the case may be.

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SECTION 2.15 BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.

(a)The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary, and (iii) bear legends as set forth in Section 2.17.

Members of, or participants in, the Depositary (“Participants”) shall have no rights under this Indenture with respect to any Global Notes held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Notes.

(b)Transfers of Global Notes shall be limited to transfers in whole, or in part, to the Depositary, its successors or their respective nominees. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for any Global Note and a successor Depositary is not appointed by the Issuer within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depositary to issue Physical Notes.

(c)In connection with the transfer of a Global Note in its entirety to beneficial owners pursuant to Section 2.15(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall upon written instructions from the Issuer authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.

(d)Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to Section 2.15(b) shall, except as otherwise provided by Section 2.16, bear the Restrictive Securities Legend.

(e)The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

SECTION 2.16 SPECIAL TRANSFER PROVISIONS.

(a)Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a QIB:

(i)the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Restrictive Securities Legend, if (x) the requested transfer is after the first anniversary of the issue date for the Notes; provided, however, that neither the Company nor any of its Affiliates has held any beneficial interest in such Note, or

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portion thereof, at any time on or prior to the first anniversary of the issue date for the Notes or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the 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 QIB within the meaning of Rule 144A, 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 Issuer as it 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and

(ii)if the proposed transferor is a Participant seeking to transfer an interest in one Global Note to a transferee who will hold such interest in another Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the appropriate certificates and other documents, if any, required by clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the aggregate principal amount of the Global Note through which the transferor held such interest in an amount equal to the aggregate principal amount of the Notes to be transferred and (B) an increase in the aggregate principal amount of the Global Note through which the transferee proposes to hold such interest, in an amount equal to the aggregate principal amount of the Notes to be transferred.

(b)Restrictions on Transfer and Exchange of Global Notes.  Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred except as a whole or in part by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(c)Restrictive Securities Legend.  Upon the transfer, exchange or replacement of Notes not bearing the Restrictive Securities Legend, the Registrar or co-Registrar shall deliver Notes that do not bear the Restrictive Securities Legend.  Upon the transfer, exchange or replacement of Notes bearing the Restrictive Securities Legend, the Registrar or co-Registrar shall deliver only Notes that bear the Restrictive Securities Legend unless (i) the requested transfer is after the first anniversary of the issue date for the Notes (provided, however, that neither the Issuer nor any of its Affiliates has held any beneficial interest in such Note, or portion thereof, at any time prior to or on the first anniversary of the issue date), (ii) there is delivered to the Trustee an Opinion of Counsel to the Issuer reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Notes has delivered to the Registrar or co-Registrar a notice in the form of EXHIBIT D hereto.  Upon the effectiveness of a shelf registration statement on Form S-3, the Issuer shall deliver to the Trustee a notice of effectiveness, a Note or Notes, an authentication order in accordance with Section 2.2 and an

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Opinion of Counsel and, if required by the Depositary, the Issuer shall deliver to the Depositary a letter of representations in a form reasonably acceptable to the Depositary.

(d)           General.  By its acceptance of any Note bearing the Restrictive Securities Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restrictive Securities Legend and agrees that it will transfer such Note only as provided in this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16.  The Issuer 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 written notice to the Registrar.

(e)           Transfers of Notes Held by Affiliates.  Any certificate (i) evidencing a Note that has been transferred to an Affiliate of the Issuer within one year after the issue date for the Notes, as evidenced by a notation on the Assignment Form for such transfer or in the representation letter delivered in respect thereof or (ii) evidencing a Note that has been acquired from an Affiliate (other than by an Affiliate) in a transaction or a chain of transactions not involving any public offering, shall, until the later of (x) one year after the date of original issuance of the Note and (y) 90 days after the Holder ceases to be an Affiliate, bear the Restrictive Securities Legend, unless otherwise agreed by the Company (with written notice thereof to the Trustee).

SECTION 2.17 RESTRICTIVE SECURITIES LEGENDS.

(a)           Each Global Note and Physical Note that constitutes a Restricted Security shall bear the legend (the “Restrictive Securities Legend”) as set forth in EXHIBIT C-1 on the face thereof until the date that is the later of (i) one year after the date of original issuance of the Notes, and (ii) 90 days after the Holder ceases to be an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company or Issuer (or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder; or such longer period of time as may be required under the Securities Act or applicable state securities laws in the opinion of counsel for the Issuer, unless otherwise agreed between the Issuer and the Holder thereof).

(b)           Each Common Share that constitutes a Restricted Security shall bear the Restrictive Securities Legend as set forth in EXHIBIT C-3 on the reverse thereof until the date that is the later of (i) six months after the date of original issuance of the Notes in the case of Common Shares issuable on conversion of the Notes (or one year after the original issuance date in the case of Common Shares that is restricted upon issuance), and (ii) 90 days after the Holder ceases to be an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company or Issuer (or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder; or such longer period of time as may be required under the Securities Act or applicable state securities laws in the opinion of counsel for the Issuer, unless otherwise agreed between the Issuer and the Holder thereof)

(c)           Each Global Note shall also bear the legend as set forth in EXHIBIT C-2.

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ARTICLE III
NOTE GUARANTEE

SECTION 3.1 NOTE GUARANTEE.

The Company hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, to each Holder and the Trustee, the payment of principal of, premium, if any, and interest on the Notes in the amounts and at the times when due and interest on the overdue principal of, premium, if any, and interest on the Notes, if lawful, and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of the Company on the same terms as the Notes are subordinated thereto under Article XV. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of the Company (other than the Issuer). Other than as set out above, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor of the Note Guarantee.

The Company waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control of the Issuer.

The Company further agrees that the Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations.

The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity.

The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or

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interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by repurchase or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law).

The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee.

The Company also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 3.1.

SECTION 3.2 CONSIDERATION.

The Company has received, or will receive, direct or indirect benefits from the making of the Note Guarantee.

SECTION 3.3 EXECUTION OF GUARANTEE.

To evidence the Note Guarantee to the Holders set forth in this Article III, the Company hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT B, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the Note Guarantee set forth in this Article III shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Guarantee shall be signed on behalf of the Company by one of its authorized Officers prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Company. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the Company.

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SECTION 3.4 SUCCESSOR GUARANTEE.

In the event that the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of its property and assets (in one transaction or a series of related transactions) to any Person and the Company is not the surviving entity, such surviving entity shall expressly assume all of the obligations of the Company under this Article III and shall execute a Note Guarantee to evidence such obligation.

ARTICLE IV
SATISFACTION AND DISCHARGE

SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE.

When:

(1)           the Issuer shall deliver to the Trustee for cancellation all Notes previously authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of, or in substitution for which, other Notes shall have been authenticated and delivered) and not previously canceled, or

(2)           the Issuer shall deposit with the Trustee, within one year before the Notes have become due and payable at stated maturity or within one year of the Notes being scheduled for conversion pursuant to Article XIV or otherwise, cash or Common Shares, as applicable, sufficient to pay all of the outstanding Notes and all other sums payable by the Issuer under this Indenture, and

if, in the case of either clause (1) or (2), the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect except as to:

(i)            remaining rights of registration of transfer, substitution and exchange and conversion of Notes,

(ii)           rights hereunder of Holders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, and

(iii)          the rights, obligations and immunities of the Trustee hereunder,

and the Trustee, on written demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; provided, however, the Issuer shall reimburse the Trustee for all amounts due the Trustee under Section 5.8 and Section 6.7 hereof and for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter

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reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

SECTION 4.2 DEPOSITED MONIES TO BE HELD IN TRUST.

Subject to Section 4.3 hereof, all monies deposited with the Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it to the payment, notwithstanding the provisions of Article XIV hereof, either directly or through any Paying Agent (including the Issuer if acting as its own Paying Agent), to the Holders of the particular Notes for the payment of which such monies have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest. All monies deposited with the Trustee pursuant to Section 4.1 hereof (and held by it or any Paying Agent) for the payment of Notes subsequently converted shall be returned to the Issuer upon request of the Issuer.

SECTION 4.3 RETURN OF UNCLAIMED MONIES.

Anything contained herein to the contrary notwithstanding, and subject to any applicable law, any money held by the Trustee in trust for the payment and discharge of the principal, interest or premium, if any, on any of the Notes which remains unclaimed for two years after the date when each payment of such principal, interest and premium has become payable shall be repaid within sixty days of such date by the Trustee to the Issuer as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Holders shall look only to the Issuer for the payment of the principal, interest and premium, if any, on such Notes. The Issuer may cause, or, if requested by the Issuer, the Trustee shall cause notice of such payment to the Issuer to be mailed to each Holder of a Note entitled thereto prior to such payment. The Trustee shall not be liable to the Issuer or any Holder for interest on funds held by it for the payment and discharge of the principal of, or interest or premium, if any, on, any of the Notes to any Holder. The Issuer shall not be liable for any interest on the sums paid to it pursuant to this paragraph and shall not be regarded as a trustee of such money.

ARTICLE V
DEFAULTS AND REMEDIES

SECTION 5.1 EVENTS OF DEFAULT.

An “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           default in the payment of principal of (or premium, if any, on) any Note at its stated maturity or exercise of a Repurchase Right or otherwise;

(b)           default in the payment of interest on any Note when due and payable and continuance of such default for a period of 30 days;

(c)           default in the performance or breach of any term, covenant or agreement of the Issuer or the Company in this Indenture or under the Notes and continuance of such

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default or breach for a period of 60 consecutive days after there has been given, by registered or certified mail, to the Issuer or the Company by the Trustee or to the Issuer or the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(d)           a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer, the Company or any of the Company’s Significant Subsidiaries, whether such indebtedness now exists or shall be created hereafter, which default (i) is caused by a failure to pay principal of such indebtedness by the end of the applicable grace period, if any, unless such indebtedness is discharged (a “Payment Default”) or (ii) results in the acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded or annulled, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there is then existing a Payment Default or the maturity of which has been so accelerated, aggregates $10 million or more;

(e)           a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Issuer, the Company or any of the Company’s Significant Subsidiaries in an involuntary case under any applicable bankruptcy or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, the Company or any of the Company’s Significant Subsidiaries or (C) the winding up or liquidation of the affairs of the Issuer, the Company or any of the Company’s Significant Subsidiaries and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days;

(f)            the Issuer, the Company or any of the Company’s Significant Subsidiaries (A) commences a voluntary case under any applicable bankruptcy or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, the Company or any of the Company’s Significant Subsidiaries or for all or substantially all of the property and assets of the Issuer, the Company or any of the Company’s Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors; or

(g)           failure by the Issuer or the Company to provide the notice required under this Indenture upon a Designated Event.

SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

(a)           If an Event of Default with respect to outstanding Notes (other than an Event of Default with respect to the Issuer or the Company specified in Section 5.1(e) or 5.1(f) hereof) occurs and is continuing and has not been cured or waived in accordance with this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, by written notice to the Issuer or the Company specifying such Event of Default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, may declare due and payable 100% of the principal amount of all outstanding Notes plus any accrued

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and unpaid interest to the date of payment. Upon a declaration of acceleration, such principal and accrued and unpaid interest to the date of payment shall be immediately due and payable.

(b)           If an Event of Default with respect to the Issuer or the Company specified in Section 5.1(e) or 5.1(f) hereof occurs, all unpaid principal and accrued and unpaid interest on the outstanding Notes shall become and be immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder.

(c)           The Holders, either (a) through the written consent of not less than a majority in aggregate principal amount of the outstanding Notes, or (b) by the adoption of a resolution by Holders of a majority in aggregate principal amount of the outstanding Notes represented at a meeting of Holders at which a quorum (as prescribed in Section 9.4) is present, may rescind and annul an acceleration and its consequences if:

(1)           all existing Events of Default, other than the nonpayment of principal of or interest on the Notes which have become due solely because of the acceleration, have been remedied, cured or waived, and

(2)           the rescission would not conflict with any judgment or decree of a court of competent jurisdiction;

provided, however, that in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in Section 5.1(d) shall have occurred and be continuing, such declaration of acceleration shall be automatically rescinded and annulled if the indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have waived, cured, rescinded or annulled their declaration of acceleration in respect of such indebtedness, and written notice of such discharge or waiver, cure, rescission or annulment as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes and no other Event of Default has occurred during such 30-day period which has not been cured or waived during such period.

SECTION 5.3 OTHER REMEDIES.

If an Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee may, in its discretion, pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes.

The Trustee may maintain a proceeding in which it may prosecute and enforce all rights of action and claims under this Indenture or the Notes, even if it does not possess any of the Notes or does not produce any of them in the proceeding.

SECTION 5.4 WAIVER OF PAST DEFAULTS.

The Holders, either (a) through the written consent of not less than a majority in aggregate principal amount of the outstanding Notes, or (b) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum (as prescribed in Section 9.4) is present, by

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the Holders of at least a majority in aggregate principal amount of the outstanding Notes represented at such meeting, may, on behalf of the Holders of all of the Notes, waive an existing Default or Event of Default, except a Default or Event of Default:

(1)           in the payment of the principal of or premium, if any, or interest on any Note (provided, however, that subject to Section 5.7 hereof, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration);

(2)           in respect of a covenant or provision hereof which, under Section 8.2 hereof, cannot be modified or amended without the consent of the Holders of each outstanding Note affected.

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; provided, however, that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 5.5 CONTROL BY MAJORITY.

The Holders of a majority in aggregate principal amount of the outstanding Notes (or such lesser amount as shall have acted at a meeting pursuant to the provisions of this Indenture) shall have the right to 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. However, the Trustee may refuse to follow any direction that:

(1)           conflicts with any law or with this Indenture;

(2)           the Trustee determines may be unduly prejudicial to the rights of the Holders not joining therein, or

(3)           may expose the Trustee to personal liability.

The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 5.6 LIMITATION ON SUIT.

No Holder of any Note shall have any right to pursue any remedy with respect to this Indenture or the Notes (including, instituting any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver or trustee) unless:

(1)           such Holder has previously given written notice to the Trustee of an Event of Default that is continuing;

(2)           the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee to pursue the remedy;

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(3)           such Holder or Holders have offered to the Trustee indemnity satisfactory to it against any costs, expenses and liabilities incurred in complying with such request;

(4)           the Trustee has failed to comply with the request for 60 days after its receipt of such notice, request and offer of indemnity; and

(5)           during such 60-day period, no direction inconsistent with such written request has been given to the Trustee by the Holders of a majority in aggregate principal amount of the outstanding Notes (or such amount as shall have acted at a meeting pursuant to the provisions of this Indenture);

provided, however, that no one or more of such Holders may use this Indenture to prejudice the rights of another Holder (including conversion rights) or to obtain preference or priority over another Holder.

SECTION 5.7 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENT.

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest on such Note on the stated maturity expressed in such Note, and in the case of the exercise of a Repurchase Right, on the Repurchase Date, and to bring suit for the enforcement of any such payment on or after such respective dates, and such right shall not be impaired or affected without the consent of such Holder.

SECTION 5.8 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY THE TRUSTEE.

Each of the Issuer and Company, jointly and severally, covenants that if:

(1)           a default is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)           a default is made in the payment of the principal of or premium, if any, on any Note at the maturity thereof,

the Issuer and the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Notes, the whole amount then due and payable (as expressed therein or as a result of any acceleration effected pursuant to Section 5.2 hereof) on such Notes for principal and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium, if any, and on any overdue interest, calculated using the applicable interest rate specified in Section 2.1(c) hereof, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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If the Issuer and the Company fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer and/or the Company and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer and/or the Company, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.9 TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or the Company or the property of the Issuer or the Company or its creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer or the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(1)           to file and prove a claim for the whole amount of principal and premium, if any, and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of Notes allowed in such judicial proceeding, and

(2)           to collect and receive any moneys or other property payable or deliverable on any such claim and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceedings is hereby authorized by each Holder of Notes 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 of Notes, 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 5.8.

Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept, or adopt on behalf of any Holder of a Note, any plan of 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 of a Note in any such proceeding.

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SECTION 5.10 RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder of a Note has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Company, the Trustee and the Holders of Notes shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 5.11 RIGHTS AND REMEDIES CUMULATIVE.

No right or remedy conferred in this Indenture upon or reserved to the Trustee or to the Holders of Notes is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.12 DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Notes may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Notes, as the case may be.

SECTION 5.13 APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if any, or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee;

SECOND:  Subject to Article XV, to the payment of the amounts then due and unpaid for principal of and premium, if any, and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal and premium, if any, and interest, respectively; and

THIRD:  Any remaining amounts shall be repaid to the Issuer.

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SECTION 5.14 UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the outstanding Notes, or to any suit instituted by any Holder of any Note for the enforcement of the payment of the principal of or premium, if any, or interest on any Note on or after the stated maturity expressed in such Note (or, in the case of exercise of a Repurchase Right, on or after the Repurchase Date) or for the enforcement of the right to convert any Note in accordance with Article XIV.

SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS.

Each of the Issuer and the Company, jointly and severally, covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and the Company (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law and covenants that they 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.

ARTICLE VI
THE TRUSTEE

SECTION 6.1 DUTIES OF TRUSTEE.

(a)           If an Event of Default 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)           Except during the continuance of an Event of Default:

(i)            the Trustee need perform only those duties that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)           in the absence of bad faith, willful misconduct or negligence 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

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or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (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:

(i)            this subsection shall not be construed to limit the effect of subsection (b) of this Section 6.1;

(ii)           the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii)          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 Section 5.5; and

(iv)          no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder or in the exercise of any of its rights or powers.

(d)           Every provision of this Indenture that in any way relates to the Trustee in any of its roles hereunder is subject to the provisions of this Section 6.1.

(e)           The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 6.2 RIGHTS OF TRUSTEE.

(a)           Subject to Section 6.1, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document 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; if, however, the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business hours to examine the relevant books, records and premises of the Issuer, personally or by agent or attorney upon reasonable prior notice and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)           Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate of the Issuer and/or an Opinion of Counsel from the Issuer or from the Company. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate of the Issuer or Opinion of Counsel from the Issuer or from the Company.

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(c)           Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Order of the Issuer and any resolution of the Board of Directors of the Issuer shall be sufficiently evidenced by a Board Resolution of the Issuer.

(d)           The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel of the Issuer shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(e)           The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or indirectly or by or through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(f)            The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its discretion, rights or powers conferred upon it by this Indenture.

(g)           Except with respect to Section 6.1, the Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article X hereof. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring pursuant to Sections 5.1(a) and 5.1(b), if the Trustee is also the Paying Agent, or (ii) any Default or Event of Default of which a Responsible Officer of the Trustee shall (x) have received written notification of any event which is in fact such a default at its Corporate Trust Office and such notice references the Notes and this Indenture or (y) obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Article X (other than Sections 10.4 and 10.7) is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates of the Issuer).

(h)           The Trustee shall be under no obligation to exercise any of the rights or powers vested by this Indenture at the request or direction of any of the Holders pursuant to this Indenture unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(i)            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 its directors, officers, employees and each agent, custodian and other Person employed to act hereunder.

(j)            The Trustee may request that the Issuer deliver an Officers’ Certificate of the Issuer setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by

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any person authorized to sign an Officers’ Certificate of the Issuer, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(k)           No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy.

(l)            In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 6.3 INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any of its Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, must comply with Sections 6.10 and 6.11.

SECTION 6.4 TRUSTEE’S DISCLAIMER.

The Trustee makes no representation as to the validity, priority or adequacy of this Indenture or the Notes; it shall not be accountable for the Issuer’s or the Company’s use of the proceeds from the Notes; and it shall not be responsible for any statement in the Notes other than its certificate of authentication.

SECTION 6.5 NOTICE OF DEFAULTS.

If a Default or Event of Default occurs and is continuing as to which the Trustee has received notice pursuant to the provisions of this Indenture, the Trustee shall mail to each Holder a notice of the Default or Event of Default within 90 days after it occurs unless such Default or Event of Default has been cured or waived. Except in the case of a Default or Event of Default in payment of any amounts due with respect to any Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the best interests of Holders.

SECTION 6.6 REPORTS BY TRUSTEE TO HOLDERS.

(a)           Within 60 days after each June 15 beginning with June 15, 2013, the Trustee shall mail to each Holder if required by TIA Section 313(a) a brief report dated as of such June 15 that complies with TIA Section 313(c). In such event, the Trustee also shall comply with TIA Section 313(b) and Section 313(d).

(b)           A copy of each report at the time of its mailing to Holders shall be mailed to the Issuer and filed by the Trustee with the SEC and each stock exchange, if any, on which the Notes are listed. The Issuer shall promptly notify the Trustee when the Notes are listed or delisted on any stock exchange.

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SECTION 6.7 COMPENSATION AND INDEMNITY.

(a)           The Issuer and the Company shall, jointly and severally, pay to the Trustee from time to time such compensation for its services as shall be agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel.

(b)           The Issuer and the Company shall, jointly and severally, indemnify the Trustee against any and all loss, liability, damage, claim or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Issuer, the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The Issuer and the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Issuer promptly of any claim of which a Responsible Officer has actual knowledge or has received written notice and for which it may seek indemnification. The Issuer and the Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s negligence or willful misconduct.

(c)           To secure the Issuer’s and the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on particular Notes.

(d)           The obligations of the Issuer and the Company with respect to the Trustee provided for in this Section 6.7 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee.

(e)           Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 6.8 REPLACEMENT OF TRUSTEE.

(a)           A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 6.8.

(b)           The Trustee may resign by so notifying the Issuer in writing 30 Business Days prior to such resignation. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Issuer in writing and may appoint a successor Trustee with the Issuer’s consent. The Issuer may remove the Trustee if:

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(i)            the Trustee fails to comply with Section 6.10;

(ii)           the Trustee is adjudged a bankrupt or an insolvent;

(iii)          a receiver or other public officer takes charge of the Trustee or its property; or

(iv)          the Trustee becomes incapable of acting.

(c)           If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.

(d)           If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s and the Company’s expense), the Issuer or the Holders of at least 10% in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e)           If the Trustee fails to comply with Section 6.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)            A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon 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. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, upon payment of any amount owed to the retiring Trustee hereunder, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 6.7.

SECTION 6.9 SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates with, merges or converts into, or transfers by sale or otherwise all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee, if such successor corporation is otherwise eligible hereunder.

SECTION 6.10 ELIGIBILITY; DISQUALIFICATION.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus (on a consolidated basis) of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b).

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SECTION 6.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER AND THE COMPANY.

The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

ARTICLE VII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1 ISSUER OR COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Issuer and the Company shall not consolidate with, merge with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of their property and assets (in one transaction or a series of related transactions) to any Person unless:

(1)           either (A) the Issuer or the Company shall be the resulting, surviving or transferee Person (the “Successor Company”), or (B) the Successor Company (if other than the Issuer or the Company, as the case may be) (i) shall be a corporation organized and existing under the laws of the United States of America or any state thereof or the District of Columbia or under the laws of Canada or any province thereof, and (ii) shall (together with its ultimate parent company, if applicable) expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Issuer’s and, if the Successor Company that succeeds to the Issuer assumes only the obligations under the Notes but not under the Note Guarantee, the Company’s obligations for the due and punctual payment of the principal of (and premium, if any) and interest on all Notes and the performance and observance of every covenant of this Indenture on the part of the Issuer and the Company to be performed or observed and shall have provided for conversion rights in accordance with Section 14.11 hereof;

(2)           immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(3)           the Issuer and the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent provided for herein relating to such transaction have been complied with.

SECTION 7.2 SUCCESSOR CORPORATION SUBSTITUTED.

Upon any consolidation of the Issuer or the Company with or merger of the Issuer or the Company with or into any other corporation or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Issuer or the Company to any Person in accordance with Section 7.1, the successor Person formed by such consolidation or into which the Issuer or the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and

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be substituted for, and may exercise every right and power of, the Issuer or the Company under this Indenture with the same effect as if such successor Person had been named as the Issuer or the Company, as the case may be, herein, and in the event of any such conveyance or transfer, the Issuer or the Company (which term shall for this purpose mean the Person named as the “Issuer” or the “Company,” as the case may be, in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 7.1), except in the case of a lease to another Person, shall be discharged of all obligations and covenants under this Indenture and the Notes.

ARTICLE VIII
AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.1 WITHOUT CONSENT OF HOLDERS OF NOTES.

Without the consent of any Holders of Notes, the Issuer and the Company, when authorized by Board Resolutions of their respective Boards of Directors, and the Trustee, at any time and from time to time, may amend this Indenture and the Notes to:

(a)           add to the covenants of the Issuer and the Company for the benefit of the Holders of Notes;

(b)           surrender any right or power herein conferred upon the Issuer or the Company;

(c)           make provision with respect to the conversion rights of Holders of Notes pursuant to Section 14.11 hereof;

(d)           provide for the assumption of the Issuer’s and the Company’s obligations to the Holders of Notes in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article VII hereof;

(e)           reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders;

(f)            comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(g)           cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Issuer, the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, that such action pursuant to this clause (g) does not adversely affect the interests of the Holders in any material respect;

(h)           add or modify any other provisions with respect to matters or questions arising under this Indenture which the Issuer, the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided,

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that such action pursuant to this clause (h) does not adversely affect the interests of the Holders; or

(i)            comply with the procedures of the Depositary.

SECTION 8.2 WITH CONSENT OF HOLDERS OF NOTES.

Except as provided below in this Section 8.2, this Indenture or the Notes may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes or (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum (as prescribed in Section 9.4) is present, by the Holders of a majority in aggregate principal amount of the outstanding Notes represented at such meeting.

Without the written consent or the affirmative vote of each Holder so affected, an amendment, modification or waiver under this Section 8.2 may not:

(a)           change the maturity of the principal of, or any installment of interest on, any Note;

(b)           reduce the principal amount of, or premium, if any, or interest (including any payment of liquidated damages, if any) on any Note;

(c)           change the currency of payment of principal of, premium, if any, or interest on any Note;

(d)           impair the right of any Holder to institute suit for the enforcement of any payment in or with respect to any Note;

(e)           modify the obligations of the Issuer or the Company to maintain an office or agency in The City of New York pursuant to Section 10.2 hereof;

(f)            amend the Designated Event Repurchase Right after the occurrence of a Change in Control or the right to convert any Note in a manner adverse to the Holders; provided, however, that the execution of a supplemental indenture solely to permit an Acquiror to assume the Issuer’s or the Company’s obligations under the Notes shall not be deemed to be adverse to the Holders;

(g)           reduce the percentage of aggregate principal amount of Notes outstanding necessary to waive a default or amend or modify this Indenture, except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or

(h)           reduce the requirements of Section 9.4 hereof for quorum or voting, or reduce the percentage of aggregate principal amount of the outstanding Notes the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture.

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It shall not be necessary for any Act of Holders of Notes under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act of Holders shall approve the substance thereof.

SECTION 8.3 COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment to this Indenture or the Notes shall be set forth in a supplemental indenture that complies with the TIA as then in effect.

SECTION 8.4 REVOCATION OF CONSENTS AND EFFECT OF CONSENTS OR VOTES.

Until an amendment, supplement or waiver becomes effective, a written consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note; provided, however, that unless a Special Record Date shall have been established, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.

An amendment, supplement or waiver becomes effective on receipt by the Trustee of written consents from or affirmative votes by, as the case may be, the Holders of the requisite percentage of aggregate principal amount of the outstanding Notes, and thereafter shall bind every Holder of Notes; provided, however, if the amendment, supplement or waiver makes a change described in any of the clauses (a) through (h) of Section 8.2 hereof, the amendment, supplement or waiver shall bind only each Holder of a Note which has consented to it or voted for it, as the case may be, and every subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the Note of the consenting or affirmatively voting, as the case may be, Holder.

The Issuer may, but shall not be obligated to, fix a special record date (a “Special Record Date”) for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which Special Record Date shall be not more than 30 days prior to the first solicitation of such consent. If a Special Record Date is fixed, then notwithstanding the proviso in the first paragraph of this Section 8.4, those Persons who were Holders at such Special Record Date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such Special Record Date. No such consent shall be valid or effective for more than 90 days after such Special Record Date unless consents from Holders of the requisite percentage in principal amount of outstanding Notes required hereunder for the effectiveness of such consents shall have also been given and not revoked within such 90 day period.

SECTION 8.5 NOTATION ON OR EXCHANGE OF NOTES.

If an amendment, supplement or waiver changes the terms of a Note:

(a)           the Trustee may require the Holder of a Note to deliver such Notes to the Trustee, the Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated; or

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(b)           if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue 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 8.6 TRUSTEE TO SIGN AMENDMENT, ETC.

The Trustee shall sign any amendment authorized pursuant to this Article VIII if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If the amendment does adversely affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may but need not sign it. In signing or refusing to sign such amendment, the Trustee shall be given and shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

ARTICLE IX
MEETING OF HOLDERS OF NOTES

SECTION 9.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Holders of Notes may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Notes.

SECTION 9.2 CALL NOTICE AND PLACE OF MEETINGS.

(a)           The Trustee may at any time call a meeting of Holders of Notes for any purpose specified in Section 9.1 hereof, to be held at such time and at such place as the Trustee may determine. Notice of every meeting of Holders of Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 16.2 hereof, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(b)           In case at any time the Issuer, pursuant to an Issuer Board Resolution, or the Holders of at least 10% in principal amount of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders of Notes for any purpose specified in Section 9.1 hereof, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Issuer or the Holders of Notes in the amount specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section.

SECTION 9.3 PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Notes, a Person shall be (a) a Holder of one or more outstanding Notes, or (b) a Person appointed by an instrument in writing as proxy for a

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Holder or Holders of one or more outstanding Notes by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Issuer and its counsel.

SECTION 9.4 QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the outstanding Notes shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Notes, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 9.2(a) hereof, except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened.

At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso to Section 8.2 hereof) shall be effectively passed and decided if passed or decided by the Persons entitled to vote not less than the percentage in principal amount of outstanding Notes required by this Indenture for the taking of the particular action.

Any resolution passed or decisions taken at any meeting of Holders of Notes duly held in accordance with this Section 9.4 shall be binding on all the Holders of Notes, whether or not present or represented at the meeting.

SECTION 9.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.

(a)           Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Notes in regard to proof of the holding of Notes and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section 9.3 hereof and the appointment of any proxy shall be proved in the manner specified in Section 9.3 hereof. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 9.3 hereof or other proof.

(b)           The Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless the meeting shall have been called by the Issuer or by Holders of Notes as provided in Section 9.2(b) hereof, in which case the Issuer or the Holders of Notes calling the meeting, as the case may be, shall in like manner appoint a temporary

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chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the outstanding Notes represented at the meeting.

(c)           At any meeting each Holder of a Note or proxy shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Note or proxy.

(d)           Any meeting of Holders of Notes duly called pursuant to Section 9.2 hereof at which a quorum (as prescribed in Section 9.4) is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the outstanding Notes represented at the meeting, and the meeting may be held as so adjourned without further notice.

SECTION 9.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of Notes shall be by written ballots on which shall be subscribed the signatures of the Holders of Notes or of their representatives by proxy and the principal amounts and serial numbers of the outstanding Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Notes shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.2 hereof and, if applicable, Section 9.4 hereof. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE X
COVENANTS

SECTION 10.1 PAYMENT OF NOTES.

(a)           The Issuer shall pay all amounts due with respect to the Notes on the dates and in the manner provided in this Indenture and the Notes. All such amounts shall be considered paid on the date due if the Paying Agent holds (or, if the Issuer is acting as Paying Agent, if the Issuer has segregated and holds in trust in accordance with Section 2.4) on that date money sufficient to pay the amount then due with respect to the Notes.

(b)           The Issuer shall pay interest on any overdue amount (including, to the extent permitted by applicable law, overdue interest) at the rate borne by the Notes.

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SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY.

(a)           The Issuer will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-Registrar) where Notes may be surrendered for registration of transfer or exchange or conversion and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency (other than a change in the location of the office of the Trustee). If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b)           The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 10.3 REPORTS.

(a)           The Issuer will comply with the provisions of TIA Section 314(a).

(b)           The Issuer and the Company (at its own expense) will deliver to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other financial reports, if any, which the Issuer or the Company may be required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or which the Issuer or the Company furnishes to its shareholders or stockholders. In the event the Issuer or the Company, as the case may be, is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer or the Company, as the case may be, shall continue to provide the Trustee with such quarterly and annual reports and other financial reports, if any, which the Issuer or the Company, as the case may be, furnishes to its shareholders or stockholders. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s and the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on the Officers’ Certificate of the Issuer and the Company).

SECTION 10.4 COMPLIANCE CERTIFICATE.

The Issuer and the Company shall deliver to the Trustee within 120 days after the end of each fiscal year (beginning with the fiscal year ending on March 31, 2014) of the Issuer an Officers’ Certificate of the Issuer and the Company stating whether or not the signers know of any Default or Event of Default by the Issuer or the Company in performing any of its obligations under this

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Indenture or the Notes. If they do know of any such Default or Event of Default, the Officers’ Certificate shall describe the Default or Event of Default and its status.

SECTION 10.5 STAY, EXTENSION AND USURY LAWS.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (in each case, to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, 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 has been enacted.

SECTION 10.6 CORPORATE EXISTENCE.

Subject to Article VII, the Issuer and the Company will do or cause to be done all things necessary to preserve and keep in full force and effect their respective corporate existence and the corporate existence of each of their respective subsidiaries in accordance with the respective organizational documents of each subsidiary and the rights (charter and statutory), licenses and franchises of the Issuer and the Company, as the case may be, and their respective subsidiaries; provided, however, that the Issuer and the Company shall not be required to preserve any such right, license or franchise, or the corporate existence of any subsidiary, if in the judgment of their respective Board of Directors (i) such preservation or existence is not material to the conduct of business of the Issuer and the Company, respectively and (ii) the loss of such right, license or franchise or the dissolution of such subsidiary does not have a material adverse impact on the Holders.

SECTION 10.7 NOTICE OF DEFAULT.

In the event that any Default or Event of Default shall occur, the Issuer will give prompt written notice of such Default or Event of Default to the Trustee.

ARTICLE XI
MAKE WHOLE PREMIUM

SECTION 11.1 MAKE WHOLE PREMIUM.

(a)           Upon the occurrence of a Change in Control, unless the Acquiror in such Change in Control is a Public Entity or is a direct or indirect subsidiary of a Public Entity and the Issuer indicates in the notice required to be sent to Holders pursuant to Section 11.2(c) hereof that it elects to provide for the Notes to be convertible into common shares of the Public Entity, the Issuer will pay, on the Designated Event Repurchase Date, the Make Whole Premium, if any, to Holders that convert their Notes pursuant to Section 14.1 hereof at any time after the date of the Issuer Notice required pursuant to Section 13.4 hereof but on or before the close of business on the Business Day immediately preceding the Designated Event Repurchase Date.

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(b)           The Make Whole Premium shall be equal to an additional number of Common Shares calculated in accordance with Section 11.1(c) hereof. The Make Whole Premium will be in addition to, and not in substitution for, any cash, securities, or other assets otherwise due to Holders of Notes upon conversion or repurchase.

(c)           The “Make Whole Premium” shall be equal to the principal amount of the Notes to be converted divided by $1,000 and multiplied by the applicable number of Common Shares determined pursuant to the table below (the “Make Whole Table”) based on the Share Price and the Effective Date:

MAKE WHOLE PREMIUM UPON CHANGE IN CONTROL
(NUMBER OF ADDITIONAL COMMON SHARES)

EFFECTIVE DATE

SHARE PRICE ON EFFECTIVE DATE		4/15/2013	4/15/2014	4/15/2015	4/15/2016	4/15/2017	4/15/2018
$	23.25	9.6774	9.6774	9.6774	9.6774	9.6774	9.6774
$	25.00	8.2084	8.4332	8.4880	8.2482	7.5807	6.6667
$	27.50	6.5412	6.6337	6.5452	6.1445	5.2375	3.0303
$	30.00	5.2624	5.2656	5.0871	4.5988	3.5878	0.0000
$	35.00	3.4841	3.3909	3.1329	2.6071	1.6466	0.0000
$	40.00	2.3574	2.2301	1.9661	1.4949	0.7360	0.0000
$	50.00	1.1164	0.9958	0.7939	0.4931	0.1292	0.0000
$	60.00	0.5276	0.4402	0.3107	0.1463	0.0062	0.0000
$	70.00	0.2323	0.1763	0.1019	0.0239	0.0000	0.0000
$	80.00	0.0826	0.0511	0.0156	0.0000	0.0000	0.0000
$	90.00	0.0131	0.0016	0.0000	0.0000	0.0000	0.0000

(i)            If the Share Price is between two share price amounts on the Make Whole Table or the Effective Date is between two dates on the Make Whole Table, the Make Whole Premium will be determined by straight-line interpolation between Make Whole Premium amounts set forth for the higher and lower share price amounts and the two dates, as applicable, based on a 365-day year (or a 366-day year if the Effective Date occurs in a leap year).

(ii)           If the Share Price is in excess of $90.00 (subject to adjustment as described in Section 11.3, the “Share Price Cap”), the Make Whole Premium shall be equal to zero Common Shares.

(iii)          If the Share Price is less than $23.25 (subject to adjustment as described in Section 11.3, the “Share Price Threshold”), the Make Whole Premium shall be equal to zero Common Shares.

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(iv)          In no event shall the shares issuable upon conversion per $1,000 principal amount of Notes converted pursuant to Article XIV hereof be in excess of 43.0108 Common Shares (subject to adjustment as described in Section 11.3, the “Conversion Shares Cap”).

(v)           For purposes of this Section 11.1(c), the following terms shall have the respective meanings indicated:

(1)           “Effective Date” means the date that a Change in Control becomes effective.

(2)           “Share Price” means the price paid per share of Common Share in the transaction constituting the Change in Control, determined as follows:

(A)          if holders of Common Shares receive only cash in the transaction constituting the Change in Control, the Share Price shall equal the cash amount paid per share of Common Share; and

(B)          in all other cases, the Share Price shall equal the average Closing Price of a Common Share over the five Trading Day period ending on the Trading Day immediately preceding the Effective Date.

(d)           The Issuer shall pay the Make Whole Premium in Common Shares, with cash in lieu of fractional shares in the manner contemplated by Section 14.3.

(e)           On or prior to the Designated Event Repurchase Date, the Issuer shall deposit with the Paying Agent a number or an amount of Common Shares, and cash in lieu of fractional shares, if any, sufficient to pay the Make Whole Premium with respect to all the Notes to be repurchased on such date and all the Notes converted in connection with such Change in Control; provided that if such payment is made on the Designated Event Repurchase Date, it must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

SECTION 11.2 ISSUER’S OPTION TO PROVIDE FOR CONVERSION INTO SHARES OF ACQUIROR IN LIEU OF MAKE WHOLE PREMIUM.

(a)           If a Change in Control occurs that would otherwise trigger the obligation of the Issuer to pay the Make Whole Premium pursuant to Section 11.1 hereof and the Acquiror is a Public Entity or is a direct or indirect subsidiary of a Public Entity, the Issuer may elect to provide for the Notes to be convertible into Common Shares of such Public Entity in lieu of paying the Make Whole Premium. The Issuer may elect to provide for the conversion of the Notes into Common Shares of such Public Entity (and thus to be under no obligation to pay the Make Whole Premium) so long as:

(i)            the common shares of the Public Entity into which the Notes will be convertible are, subject to notification of issuance, listed on the principal United States securities exchange on which the issued and outstanding common shares of the Public Entity are listed or, if not so listed, on the NASDAQ National Market;

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(ii)           the common shares of the Public Entity are registered under the Exchange Act; and

(iii)          the common shares of the Public Entity into which the Notes will be convertible are registered under the Securities Act and any necessary qualification or registration under applicable state securities laws have been made (subject to the availability of any exemption from such qualification and registration requirements).

(b)           If the conditions contained in clauses (i) through (iii) of Section 11.2(a) are not satisfied on or prior to the effectiveness of the Change in Control, the Issuer shall pay the Make Whole Premium in connection with the Change in Control to electing Holders as described under Article XIII and Section 14.1 hereof.

(c)           The Issuer shall give to all Record Holders and to the Trustee and the Paying Agent, in the manner provided in Section 16.2 hereof on or before the 10th day after the Issuer has become aware of a Change in Control, a notice indicating Issuer’s intent to either pay the Make Whole Premium or to provide for the Notes to be convertible into common shares of the Public Entity. Such notice shall be in the same form as required under Section 13.4 hereof and shall include the amount and basis of calculation of the Make Whole Premium.

SECTION 11.3 ADJUSTMENTS RELATING TO MAKE WHOLE PREMIUM.

Each time that the Conversion Rate is adjusted by the Issuer pursuant to Section 14.4 hereof, (A) the Share Price Threshold, the Share Price Cap and each of the share prices set forth in the left hand column of the Make Whole Table shall be adjusted (rounded to the nearest cent) by multiplying each such amount by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted, and (B) the Conversion Shares Cap and each of the share amounts set forth in the body of the Make Whole Table shall be adjusted (rounded to the nearest one-one hundredth of a share) in the same manner as the Conversion Rate is adjusted pursuant to Section 14.4 hereof.

ARTICLE XII
[RESERVED]

ARTICLE XIII
REPURCHASE OF NOTES

SECTION 13.1 [RESERVED]

SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.

(a)           In the event that a Designated Event shall occur at any time prior to the Maturity Date, then each Holder shall have the right (the “Designated Event Repurchase Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal

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amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash.

(b)           To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date.

(c)           The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice.

(d)           Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date.

SECTION 13.3  [RESERVED]

SECTION 13.4 NOTICE OF OPTIONAL REPURCHASE TO BE PROVIDED BY THE ISSUER.

(a)           On or before the 10th day after the Issuer becomes aware of the occurrence of a Designated Event, the Issuer shall give to all Holders of Notes and to the Trustee, in the manner provided in Section 16.2, notice (the “Issuer Notice”) of the occurrence of the Designated Event and of the Designated Event Repurchase Right set forth herein arising as a result thereof.

(b)           Each Issuer Notice shall state:

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(i)the Designated Event Repurchase Date,

(ii)the date by which the Designated Event Repurchase Right must be exercised,

(iii)whether the Designated Event is a Termination of Trading, Change in Management or a Change in Control,

(iv)the Designated Event Repurchase Price,

(v)if the Designated Event is a Change in Control and the Acquiror is a Public Entity or is a direct or indirect subsidiary of a Public Entity, whether the Issuer elects to pay the Make Whole Premium, as provided in Section 11.2 hereof,

(vi)[reserved],

(vii)a description of the procedure that a Holder must follow to exercise a Designated Event Repurchase Right, and the place or places where such Notes are to be surrendered for payment of the Designated Event Repurchase Price,

(viii)that on the Designated Event Repurchase Date the Designated Event Repurchase Price will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon will cease to accrue on and after such date,

(ix)the Conversion Rate then in effect and the place or places where such Notes may be surrendered for conversion, and

(x)the place or places that the Note certificate with the election of Holder to require repurchase as specified in form of Global Note shall be delivered.

(c)No failure of the Issuer to give the foregoing notices or defect therein shall limit any Holder’s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes.

(d)If any of the foregoing provisions or other provisions of this Article XIII are inconsistent with applicable law, such law shall govern.

SECTION 13.5 NOTICE OF WITHDRAWAL.

A Holder may withdraw any Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent prior to the close of business on the Repurchase Date (“Withdrawal Notice”). The Withdrawal Notice must state:

(a)the principal amount of the withdrawn Notes;

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(b)if certificated Notes have been issued, the certificate number of the withdrawn Notes (or, if the Notes are not certificated, the Withdrawal Notice must comply with appropriate Depositary procedures); and

(c)the principal amount, if any, which remains subject to the Repurchase Notice.

SECTION 13.6 PAYMENT OF THE REPURCHASE PRICE.

(a)Payment of the Repurchase Price for a Note for which a Repurchase Notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of such Note, together with necessary endorsements, to the Paying Agent at the Corporate Trust Office, at any time after delivery of the Repurchase Notice. The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Repurchase Price for the Note on the Trading Day immediately following the Repurchase Date.

(b)If the Paying Agent holds money sufficient to pay the Repurchase Price of the Notes on the Trading Day immediately following the Repurchase Date, then, on and after the Trading Day immediately following the Repurchase Date:

(i)the Notes will cease to be outstanding;

(ii)interest will cease to accrue in respect of any date from and after the Repurchase Date; and

(iii)all other rights of the Holder will terminate, other than the right to receive the Repurchase Price upon delivery of the Notes.

(c)This will be the case whether or not book-entry transfer to the Notes has been made or the Notes have been delivered to the Paying Agent. Installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes registered as such at the close of business on the relevant Regular Record Date.

ARTICLE XIV
CONVERSION OF NOTES

SECTION 14.1 CONVERSION RIGHT AND CONVERSION PRICE.

(a)Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any outstanding Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted into duly authorized, fully paid and nonassessable Common Shares, at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to adjustment, as described below. Such conversion right shall expire at the close of business on the Business Day immediately preceding the Maturity Date unless the Notes or a portion thereof have been previously called for repurchase. A Note for which a Holder has delivered a Repurchase Notice pursuant to Article XIII hereof may be surrendered for conversion only if such notice is withdrawn in accordance with Article XIII hereof.

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(b)The rate at which Common Shares shall be delivered upon conversion (the “Conversion Rate”) shall be initially equal to 33.3333 Common Shares per $1,000 principal amount of Notes. The Conversion Price of the Notes (the “Conversion Price”) shall be initially equal to $30.00 per Common Share. The Conversion Rate and the Conversion Price shall be adjusted in certain instances as provided in Section 14.4 hereof.

(c)In case a Note or portion thereof is called for repurchase, such conversion right in respect of the Note or the portion so called, shall expire at the close of business on the Business Day immediately preceding a Repurchase Date, unless the Issuer defaults in making the payment due upon repurchase. In the case of a Change in Control for which the Holder exercises its Designated Event Repurchase Right with respect to a Note or portion thereof, such conversion right in respect of the Note or portion thereof shall expire at the close of business on the Business Day immediately preceding the Designated Event Repurchase Date.

(d)Notwithstanding anything contained in this Article XIV, any conversion of the Notes held by a resident of Canada will be subject to the availability of a prospectus exemption under applicable Canadian securities laws until such time as a final receipt has been issued for a Canadian prospectus qualifying the distribution of the underlying Common Shares.

SECTION 14.2 EXERCISE OF CONVERSION RIGHT.

In order to exercise the conversion right with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program; deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note; furnish appropriate endorsements and transfer documents if required by the Issuer or the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant to Section 14.8.

In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8.

As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Issuer shall cause the Company to issue and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Section 14.14 and (ii) cash or a check in respect

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of any fractional interest in respect of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to the Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note.

Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Issuer shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the Conversion Date.

To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes.

Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof.

Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby.

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The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent.

Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited.

In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes.

The Issuer hereby initially appoints the Trustee as Conversion Agent.

SECTION 14.3 FRACTIONS OF SHARES.

No fractional Common Shares shall be issued upon conversion of any Note or Notes. If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional Common Shares which would otherwise be issued upon conversion of any Note or Notes (or specified portions thereof), the Issuer shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Closing Price of the Common Shares as of the Trading Day preceding the date of conversion.

SECTION 14.4 ADJUSTMENT OF CONVERSION RATE.

Each time that the Conversion Price is adjusted by the Issuer pursuant to this Section 14.4, the Conversion Rate shall be adjusted (rounded to the nearest one-ten thousandth) by multiplying the Conversion Rate by a fraction, the numerator of which is the Conversion Price immediately prior to such adjustment and the denominator of which is the Conversion Price as so adjusted.

The Conversion Price shall be subject to adjustments, calculated by the Issuer, from time to time as follows:

(a)In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Shares in Common Shares, the Conversion Price in effect at the opening of business on the date following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction:

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(i)the numerator of which shall be the number of Common Shares outstanding at the close of business on the Record Date (as defined in Section 14.4(g)) fixed for such determination, and

(ii)the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution.

Such reduction shall become effective immediately after the opening of business on the day following the Record Date. If any dividend or distribution of the type described in this Section 14.4(a) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(b)In case the outstanding Common Shares shall be subdivided into a greater number of Common Shares, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding Common Shares shall be combined into a smaller number of Common Shares, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(c)In case the Company shall issue rights or warrants (other than any rights or warrants referred to in Section 14.4(d)) to all holders of its outstanding Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share (or having a conversion price per share) less than the Current Market Price (as defined in Section 14.4(g)) on the Record Date fixed for the determination of shareholders entitled to receive such rights or warrants, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect at the opening of business on the date after such Record Date by a fraction:

(i)the numerator of which shall be the number of Common Shares outstanding at the close of business on the Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Current Market Price, and

(ii)the denominator of which shall be the number of Common Shares outstanding on the close of business on the Record Date plus the total number of additional Common Shares so offered for subscription or purchase (or into which the convertible securities so offered are convertible).

Such adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of shareholders entitled to receive such rights or warrants. To the extent that Common Shares (or securities convertible into Common Shares) are not delivered pursuant to such rights or warrants, upon the expiration or

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termination of such rights or warrants the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of Common Shares (or securities convertible into Common Shares) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase Common Shares at less than such Current Market Price, and in determining the aggregate offering price of such Common Shares, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors of the Issuer.

(d)In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Shares any class of Capital Shares of the Company (other than any dividends or distributions to which Section 14.4(a) applies) or evidences of its indebtedness or other assets, including securities, but excluding (1) any rights or warrants referred to in Section 14.4(c), (2) any stock, securities or other property or assets (including cash) distributed as dividends or distributions in connection with a reclassification, change, merger, combination, sale, conveyance, consolidation or statutory share exchange to which Section 14.11 hereof applies and (3) any dividends or distributions paid exclusively in cash, (the securities described in foregoing are hereinafter in this Section 14.4(d) called the “securities”), then, in each such case, subject to the second paragraph of this Section 14.4(d), the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in Section 14.4(g)) with respect to such distribution by a fraction:

(i)the numerator of which shall be the Current Market Price (determined as provided in Section 14.4(g)) on such date less the fair market value (as determined by the Board of Directors of the Issuer, whose determination shall be conclusive and set forth in a Board Resolution of the Issuer) on such date of the portion of the securities so distributed applicable to one Common Share (determined on the basis of the number of Common Shares outstanding on the Record Date), and

(ii)the denominator of which shall be such Current Market Price.

Such reduction shall become effective immediately prior to the opening of business on the day following the Record Date. However, in the event that the then fair market value (as so determined) of the portion of the securities so distributed applicable to one Common Share is equal to or greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of a Note (or any portion thereof) the amount of securities such Holder would have received had such Holder converted such Note (or portion thereof) immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

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If the Board of Directors of the Issuer determines the fair market value of any distribution for purposes of this Section 14.4(d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to Section 14.4(g) to the extent possible, unless the Board of Directors of the Issuer in a Board Resolution determines in good faith that determining the fair market value during the Reference Period would not be in the best interest of the Holder. For purposes of any calculation under this Section 14.4(d) in which the distribution consists of Capital Shares of one or more of the Company’s Subsidiaries or other business units, if such Capital Shares are listed or quoted on the New York Stock Exchange or other national or regional exchange or market and Closing Prices are available during the relevant calculation period, the fair market value of such Capital Shares so listed or quoted shall be the average of the daily Closing Prices per share or unit of such Capital Shares for the ten consecutive Trading Days commencing on and including the fifth Trading Day after the “ex” date (as defined in Section 14.4(g) hereof) with respect to the distribution requiring such computation.

Rights or warrants distributed by the Company to all holders of Common Shares entitling the holders thereof to subscribe for or purchase the Company’s Capital Shares (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”):

(1)are deemed to be transferred with such Common Shares;

(2)are not exercisable; and

(3)are also issued in respect of future issuances of Common Shares,

shall be deemed not to have been distributed for purposes of this Section 14.4(d) (and no adjustment to the Conversion Price under this Section 14.4(d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Price under this Section 14.4(d):

(1)in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Shares with respect to such rights or warrant (assuming such holder had retained such rights or

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warrants), made to all holders of Common Shares as of the date of such redemption or repurchase, and

(2)in the case of such rights or warrants all of which shall have expired or been terminated without exercise, the Conversion Price shall be readjusted as if such rights and warrants had never been issued.

For purposes of this Section 14.4(d) and Sections 14.4(a), 14.4(b) and 14.4(c), any dividend or distribution to which this Section 14.4(d) is applicable that also includes Common Shares, a subdivision or combination of Common Shares to which Section 14.4(c) applies, or rights or warrants to subscribe for or purchase Common Shares to which Section 14.4(c) applies (or any combination thereof), shall be deemed instead to be:

(1)a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such Common Shares, such subdivision or combination or such rights or warrants to which Sections 14.4(a), 14.4(b) and 14.4(c) apply, respectively (and any Conversion Price reduction required by this Section 14.4(d) with respect to such dividend or distribution shall then be made), immediately followed by

(2)a dividend or distribution of such Common Shares, such subdivision or combination or such rights or warrants (and any further Conversion Price reduction required by Sections 14.4(a), 14.4(b) and 14.4(c) with respect to such dividend or distribution shall then be made), except:

(A)the Record Date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of shareholders entitled to receive such dividend or other distribution,” “Record Date fixed for such determinations” and “Record Date” within the meaning of Section 14.4(a), (y) “the day upon which such subdivision becomes effective” and “the day upon which such combination becomes effective” within the meaning of Section 14.4(b), and (z) as “the date fixed for the determination of shareholders entitled to receive such rights or warrants,” “the Record Date fixed for the determination of the shareholders entitled to receive such rights or warrants” and such “Record Date” within the meaning of Section 14.4(c), and

(B)any Common Shares included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 14.4(a) and any reduction or increase in the number of Common Shares resulting from such subdivision or combination shall be disregarded in connection with such dividend or distribution.

(e)In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Shares cash (excluding any cash that is distributed upon a reclassification, change, merger, combination, sale, conveyance, consolidation or statutory share exchange to which Section 14.11 hereof applies or as part of a distribution referred to in Section 14.4(d) hereof), then and in each such case, immediately after the close of business on the Record Date

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of such distribution, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such Record Date by a fraction:

(i)the numerator of which shall be equal to the Current Market Price on such Record Date less the full amount of such distribution, in each case, applicable to one Common Share, and

(ii)the denominator of which shall be equal to the Current Market Price on the Record Date.

However, as determined by the Board of Directors of the Issuer, whose determination shall be conclusive and set forth in a Board Resolution of the Issuer, the Issuer may in lieu of the foregoing adjustment, make adequate provision so that each Holder shall have the right to receive upon conversion of a Note (or any portion thereof) the amount of cash such Holder would have received had such Holder converted such Note (or portion thereof) immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(f)In case a tender or exchange offer made by the Company or any of its subsidiaries to all holders of Common Shares for all or any portion of the Common Shares shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to shareholders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors of the Issuer, whose determination shall be conclusive and set forth in a Board Resolution of the Issuer), as of the expiration of such tender or exchange offer that exceeds the Current Market Price (determined as provided in Section 14.4(g)) as of the last time (the “Expiration Time”) tenders or exchanges could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of Common Shares outstanding (including any tendered or exchanged shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the date of the Expiration Time by a fraction:

(i)the numerator of which shall be the number of Common Shares outstanding (including any Purchased Shares) at the Expiration Time multiplied by the Current Market Price of the Common Shares on the Trading Day next succeeding the Expiration Time, and

(ii)the denominator shall be the sum of (x) the fair market value (determined by the Board of Directors of the Issuer, whose determination shall be conclusive and set forth in a Board Resolution of the Issuer) of the aggregate consideration payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum,

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being referred to as the “Purchased Shares”) and (y) the product of the number of Common Shares outstanding (less any Purchased Shares) as of the Expiration Time and the Current Market Price of the Common Shares on the Trading Day next succeeding the Expiration Time.

Such reduction (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made. If the application of this Section 14.4(f) to any tender or exchange offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender or exchange offer under this Section 14.4(f).

(g)For purposes of this Section 14.4, the following terms shall have the meanings indicated:

(1)“Current Market Price” shall mean the average of the daily Closing Prices per Common Share for the ten consecutive Trading Days ending on the earlier of the date of determination and the day before the “ex” date (as defined below) with respect to the distribution requiring such computation; provided, however, that for purposes of any calculation under Section 14.4(d) in which the distribution consists of Capital Shares of one or more of the Company’s Subsidiaries or other business units, the Current Market Price shall mean the average of the daily Closing Prices per Common Share for the ten consecutive Trading Days commencing on and including the fifth Trading Day after the “ex” date with respect to the distribution requiring such computation. For purposes of this definition, “ex” date shall mean:

(A)with respect to any issuance or distribution, means the first date on which the Common Shares trade regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;

(B)with respect to any subdivision or combination of Common Shares, means the first date on which the Common Shares trade regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, and

(C)with respect to any tender or exchange offer, means the first date on which the Common Shares trade regular way on such exchange or in such market after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion Price are called for pursuant to this Section 14.4, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 14.4 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors of the Issuer.

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(2)“fair market value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s length transaction; provided, however, that for purposes of any calculation under Section 14.4(d) hereof in which the distribution consists of Capital Shares of one or more of the Company’s Subsidiaries or other business units, if such Capital Shares are listed or quoted on the New York Stock Exchange or other national or regional exchange or market and Closing Prices are available during the relevant calculation period, the fair market value of such Capital Shares so listed or quoted shall be the average of the daily Closing Prices per share or unit of such Capital Shares for the ten consecutive Trading Days commencing on and including the fifth Trading Day after the “ex” date (as defined in this Section 14.4(g)) with respect to the distribution requiring such computation.

(3)“Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Shares have the right to receive any cash, securities or other property or in which the Common Shares (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors of the Company or by statute, contract or otherwise).

(h)The Issuer may make such reductions in the Conversion Price, in addition to those required by Sections 14.4(a), (b), (c), (d), (e) or (f), as the Board of Directors of the Issuer considers to be advisable to avoid or diminish any income tax to holders of Common Shares or rights to purchase Common Shares resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

To the extent permitted by applicable law, the Issuer from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least 20 days and the reduction is irrevocable during the period and the Board of Directors of the Issuer determines in good faith that such reduction would be in the best interests of the Issuer, which determination shall be conclusive and set forth in a Board Resolution of the Issuer. Whenever the Conversion Price is reduced pursuant to the preceding sentence, the Issuer shall mail to the Trustee and each Holder at the address of such Holder as it appears in the Register a notice of the reduction at least 15 days prior to the date the reduced Conversion Price takes effect, and such notice shall state the reduced Conversion Price and the period during which it will be in effect.

Notwithstanding the foregoing, any action taken under the two immediately preceding paragraphs shall be subject to approval of the New York Stock Exchange (or other applicable regulatory approval).

Adjustment to the Conversion Price is not necessary if Holders may participate in the transactions otherwise giving rise to an adjustment on a basis and with notice that the Board of Directors of the Issuer determines to be fair and appropriate. Such participation is subject to acceptance by the New York Stock Exchange. In cases where the fair market value of the portion of assets, debt securities or rights, warrants or options to purchase securities of the Company applicable to one Common Share distributed to shareholders exceeds the average sale price per Common Share, or the average sale price per share of options on Common Shares so distributed

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by less than $1.00, rather than being entitled to an adjustment in the Conversion Price, a Holder, upon conversion of a Note, will be entitled to receive (in addition to the Common Shares into which such Note is convertible) the kind and amounts of assets, debt securities or rights, options or warrants comprising the distribution that such Holder would have received if such Holder had converted such Note immediately prior to the record date for determining the shareholders entitled to receive such distribution.

(i)No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this Section 14.4(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article XIV shall be made by the Issuer and shall be made to the nearest cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the Common Shares.

(j)In any case in which this Section 14.4 provides that an adjustment shall become effective immediately after a Record Date for an event, the Issuer may defer until the occurrence of such event (i) issuing to the Holder of any Note converted after such Record Date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Common Shares issuable upon such conversion before giving effect to such adjustment and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 14.3 hereof.

(k)For purposes of this Section 14.4, the number of Common Shares at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of Common Shares. The Company will not pay any dividend or make any distribution on Common Shares held in the treasury of the Company.

(l)If the distribution date for the rights provided in the Company’s rights agreement, if any, occurs prior to the date a Note is converted, (i) the Holder of the Note who converts such Note after the distribution date is entitled to receive the rights that would otherwise be attached (but for the date of conversion) to the Common Shares received upon such conversion and (ii) no adjustment shall be made to the Conversion Price pursuant to clause 14.4(b).

SECTION 14.5 NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.

Whenever the Conversion Price is adjusted as herein provided (other than in the case of an adjustment pursuant to the second paragraph of Section 14.4(h) for which the notice required by such paragraph has been provided), the Issuer shall promptly file with the Trustee and any Conversion Agent an Officers’ Certificate of the Issuer setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based; provided that the Trustee shall have no duty or obligation to verify the accuracy of the adjusted Conversion Price. Promptly after delivery of such Issuer Officers’ Certificate, the Issuer shall prepare a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price and the date on which each adjustment becomes effective, and shall mail such notice to each Holder at the address of such Holder as it appears in the Register within 20 days of

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the effective date of such adjustment. Failure to deliver such notice shall not effect the legality or validity of any such adjustment.

SECTION 14.6 NOTICE PRIOR TO CERTAIN ACTIONS.

In case at any time after the date hereof:

(1)the Company shall declare a dividend (or any other distribution) on its Common Shares payable otherwise than in cash out of its capital surplus or its consolidated retained earnings;

(2)the Company shall authorize the granting to the holders of its Common Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class (or of securities convertible into shares of capital stock of any class) or of any other rights;

(3)there shall occur any reclassification of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, a change in par value, a change from par value to no par value or a change from no par value to par value), or any merger, consolidation, statutory share exchange or combination to which the Company is a party and for which approval of any shareholders of the Company is required, or the sale, transfer or conveyance of all or substantially all of the assets of the Company; or

(4)there shall occur the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Issuer shall cause to be filed at each office or agency maintained for the purpose of conversion of securities pursuant to Section 10.2 hereof, and shall cause to be provided to the Trustee and all Holders in accordance with Section 16.2 hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the applicable record or effective date hereinafter specified, a notice stating:

(A)the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or

(B)the date on which such reclassification, merger, consolidation, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, merger, consolidation, statutory share exchange, sale, transfer, dissolution, liquidation or winding up.

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Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings or actions described in clauses (1) through (4) of this Section 14.6.

SECTION 14.7 COMPANY TO RESERVE COMMON SHARES; INTERCOMPANY AGREEMENT.

(a)The Company shall at all times use its best efforts to reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Shares, for the purpose of effecting the conversion of Notes, the full number of fully paid and nonassessable Common Shares then issuable upon the conversion of all outstanding Notes.

(b)The Issuer and the Company will have agreed to contribute the Common Shares issuable upon conversion of the Notes pursuant to this Article XIV to the Issuer by the date hereof.

SECTION 14.8 TAXES ON CONVERSIONS.

Except as provided in the next sentence, the Issuer will pay any and all taxes (other than taxes on income) and duties that may be payable in respect of the issue or delivery of Common Shares on conversion of Notes pursuant hereto. A Holder delivering a Note for conversion shall be liable for and will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Common Shares in a name other than that of the Holder of the Note or Notes to be converted, and no such issue or delivery shall be made unless the Person requesting such issue has paid to the Issuer the amount of any such tax or duty, or has established to the satisfaction of the Issuer that such tax or duty has been paid.

SECTION 14.9 COVENANT AS TO COMMON SHARES.

The Issuer and the Company, jointly and severally, covenant that all Common Shares which may be issued upon conversion of Notes will upon issue be fully paid and nonassessable and, except as provided in Section 14.8, the Issuer will pay all taxes, liens and charges with respect to the issue thereof.

SECTION 14.10 CANCELLATION OF CONVERTED NOTES.

All Notes delivered for conversion shall be delivered to the Trustee to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 2.11.

SECTION 14.11 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.

If any of following events occur, namely:

(i)any reclassification or change of the outstanding Common Shares (including a compulsory share exchange but other than changes resulting from a subdivision or combination), as a result of which holders of Common Shares shall be entitled to receive

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stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Shares,

(ii)any merger, consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Shares shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Shares or

(iii)any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Shares shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Shares,

then the Issuer and the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that each Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash or any combination thereof) which the Holder thereof would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Notes been converted into Common Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Shares did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each Common Share in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 14.11 the kind and amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). The Trustee shall be given an Opinion of Counsel of the Issuer and the Company as to whether any such supplemental indenture is required to and does comply with the TIA. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XIV. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Boards of Directors of the Issuer and the Company shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article XIII hereof.

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The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 14.11 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances.

If this Section 14.11 applies to any event or occurrence, Section 14.4 hereof shall not apply.

SECTION 14.12 RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

The Trustee, subject to the provisions of Section 6.1 hereof, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to the provisions of Section 6.1 hereof, nor any Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount) of any Common Shares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Note; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6.1 hereof, nor any Conversion Agent shall be responsible for any failure of the Issuer or the Company to make any cash payment or to issue, transfer or deliver any shares or share certificates or other securities or property upon the surrender of any Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 6.1 hereof, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Company to comply with any of the covenants of the Issuer or the Company contained in this Article XIV.  Neither the Trustee nor the Conversion Agent shall have any obligation to make any calculations hereunder.

SECTION 14.13 LIMITATION ON CONVERSION RIGHT.

Notwithstanding anything to the contrary in this Article, any Holder of a Note shall not have the right to convert any Note to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially own in excess of 9.99% of the number of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its affiliates shall include the number of Common Shares issuable upon conversion of the Note with respect to which the determination of such sentence is being made, but shall exclude the number of Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its

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affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 14.13, in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any subsequent notice by the Issuer, the Company or the Company’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of the Holder, the Company shall promptly confirm in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Note, by the Holder or its affiliates since the date as of which such number of outstanding Common Shares was reported. Neither the Trustee nor the Conversion Agent shall be responsible for monitoring compliance with this Section 14.13 and, absent written direction from the Issuer or Company to the contrary, may assume that any Conversion Notice complies with this restriction.

SECTION 14.14 SATISFACTION OF CONVERSION OBLIGATION

With respect to each Holder that exercises its conversion right in accordance with this Indenture, assuming all of the other requirements have been satisfied by such Holder, then settlement in Common Shares shall occur as soon as practicable.

The settlement amount will be computed as follows: the Issuer will deliver to such holder a number of shares of Common Shares equal to (1) the aggregate principal amount of the Notes to be converted divided by 1,000, multiplied by (2) the Conversion Rate in effect on the Conversion Date (plus cash in lieu of fractional shares calculated as provided in Section 14.3).

ARTICLE XV
SUBORDINATION OF NOTES

SECTION 15.1 NOTES SUBORDINATED TO SENIOR DEBT.

Notwithstanding any other provision of this Indenture, the Issuer, the Company and the Trustee each covenants and agrees, and each Holder, by its acceptance of a Note, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article XV and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the Notes, and all payments in respect thereof including any payments on account of the Make Whole Premium, shall, to the extent set forth in this Article XV, be subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all amounts that constitute Senior Debt, including, without limitation, the Issuer’s obligations under the Senior Bank Facilities.

The Notes will be on parity in the right of payment with the Issuer’s other existing and future liabilities that are not otherwise subordinated in favor of the Notes.

The Notes will be senior in the right of payment to all other indebtedness of the Issuer that by its terms is expressly subordinate to the Notes.

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SECTION 15.2 NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES.

(a)No direct or indirect payment on account of the Notes or on account of the purchase or other acquisition of Notes by or on behalf of the Issuer and no deposit pursuant to Section 4.1 shall be made if, at the time of such payment or deposit, there shall have occurred and be continuing a default in the payment of principal of (or premium, if any) or interest on Senior Debt (including without limitation upon acceleration of the maturity thereof) when due (a “Senior Payment Default”).

(b)In addition, if any default (other than a Senior Payment Default) with respect to any Senior Debt permitting, or which with the giving of notice of lapse of time (or both) would permit, the holders thereof (or a trustee on behalf thereof) to accelerate the maturity thereof (a “Senior Non-monetary Default”) has occurred and is continuing and the Issuer and the Trustee have received written notice thereof from the agent bank for any Credit Facility Debt or from an authorized person on behalf of Designated Senior Debt, then the Issuer may not make any payments on account of the Notes or on account of the purchase or other acquisition of Notes and may not make any deposit pursuant to Section 4.1, in either case for a period (a “Payment Blockage Period”) commencing on the date the Issuer and the Trustee receive such written notice and ending on the earlier of (i) 179 days after such date or on the date on which the Trustee receives notice from the agent bank for the Credit Facility Debt or from any authorized person on behalf of any Designated Senior Debt, as applicable, rescinding such notice and (ii) the date, if any, on which the Senior Debt to which such default relates is discharged or such default is waived or otherwise cured provided that no other default then exists except, in each case, any acceleration of the Senior Debt.

(c)Not more than one Payment Blockage Period pursuant to Section 15.2(b) or 15.2(c) may be commenced with respect to the Notes during any period of 360 consecutive days; provided that, subject to the limitations set forth in the next sentence, the commencement of a Payment Blockage Period by the representatives for, or the holders of, Designated Senior Debt, other than under the Credit Facility Debt, shall not bar the commencement of another Payment Blockage Period by the agent bank for the Credit Facility Debt within such period of 360 consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. For all purposes of Section 15.2(b) or 15.2(c), no event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt or Credit Facility Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Designated Senior Debt or Credit Facility Debt, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.

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SECTION 15.3 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

(a)Upon any payment or distribution of assets or securities of the Issuer to creditors of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Issuer, whether voluntary or involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, the holders of Senior Debt will first be entitled to receive payment in full in cash or cash equivalents of principal of (and premium, if any) and interest on such Senior Debt (whether or not allowed in such proceeding) before the Holders are entitled to receive any payment of principal of (and premium, if any) or interest on the notes or on account of the purchase or other acquisition of the Notes by the Issuer or any of its subsidiaries. In the event that notwithstanding the foregoing, the Trustee or the Holder of any Note receives any payment or distribution of the Issuer’s assets of any kind or character (excluding shares of Issuer’s common stock or securities provided for in a plan reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) before all the Senior Debt is paid in full, then such payment or distribution will be required to be paid over or delivered forthwith to the trustee in bankruptcy or other Person making payment or distribution of our assets for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in full.

(b)To the extent any payment of Senior Debt of the Issuer (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt of the Issuer is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt of the Issuer for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred.

(c)In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Section 15.3(a) and before all obligations in respect of Senior Debt of the Issuer are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Issuer held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt of the Issuer may have been issued, as their respective interests appear, for application to the payment of Senior Debt of the Issuer remaining unpaid until all such Senior Debt of the

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Issuer has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt of the Issuer.

(d)The consolidation of the Issuer with, or the merger of the Issuer with or into, another Person or the liquidation or dissolution of the Issuer following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another Person upon the terms and conditions provided in Article VII hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 15.3 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article VII hereof.

SECTION 15.4 SUBROGATION.

Upon the payment in full of all Senior Debt in cash or cash equivalents, the Holders shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Issuer made on such Senior Debt until the principal of and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Debt of any cash, property or securities to which the Holders or the Trustee on their behalf would be entitled except for the provisions of this Article XV, and no payment pursuant to the provisions of this Article XV to the holders of Senior Debt by Holders or the Trustee on their behalf shall, as between the Issuer, its creditors other than holders of Senior Debt, and the Holders, be deemed to be a payment by the Issuer to or on account of the Senior Debt. It is understood that the provisions of this Article XV are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Debt, on the other hand.

SECTION 15.5 OBLIGATIONS OF THE ISSUER UNCONDITIONAL.

(a)Nothing contained in this Article XV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Issuer and the Holders, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders the principal of and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuer other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Holders or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of the Senior Debt.

(b)Without limiting the generality of the foregoing, nothing contained in this Article XV will restrict the right of the Trustee or the Holders to take any action to declare the Notes to be due and payable prior to their maturity or to pursue any rights or remedies hereunder; provided, however, that all Senior Debt then due and payable or thereafter declared to be due and payable shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee are entitled to receive any direct or indirect payment from the Issuer under the Notes.

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SECTION 15.6 NOTICE TO TRUSTEE.

(a)The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer that would prohibit the making of any payment to or by the Trustee in respect of the Notes pursuant to the provisions of this Article XV. The Trustee shall not be charged with knowledge of the existence of any Senior Payment Default or Senior Non-monetary Default with respect to any Senior Debt or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing to that effect signed by an Officer of the Issuer, or by a holder of Senior Debt or trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee shall, subject to this Article XV, be entitled to assume that no such facts exist; provided that, if the Trustee shall not have received the notice provided for in this Section 15.6 at least two Business Days prior to the date upon which, by the terms of this Indenture, any monies shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Note), then, notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any monies from the Issuer and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Notes prior to such application. Nothing contained in this Section 15.6 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article XV. The foregoing shall not apply if the paying agent is the Issuer. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt or a trustee or representative on behalf of any such holder.

(b)In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV and, if such evidence is not furnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 15.7 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

Upon any payment or distribution of assets or securities referred to in this Article XV, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, delivered to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

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SECTION 15.8 TRUSTEE’S RELATION TO SENIOR DEBT.

(a)The Trustee and any paying agent shall be entitled to all the rights set forth in this Article XV with respect to any Senior Debt that may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt and nothing in this Indenture shall deprive the Trustee or any paying agent of any of its rights as such holder.

(b)With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt (except as provided in Section 15.2(b), Section 15.3(a) and Section 15.3(c)) and shall not be liable to any such holders if the Trustee shall, in good faith, mistakenly pay over or distribute to the Holders of Notes or to the Company or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article XV or otherwise.

SECTION 15.9 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE ISSUER OR HOLDERS OF SENIOR DEBT.

No right of any present or future holders of any Senior Debt to enforce subordination as provided in this Article XV will at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer with the terms of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. The provisions of this Article XV are intended to be for the benefit of, and shall be enforceable directly by, the holders of Senior Debt.

SECTION 15.10 HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE THE SUBORDINATION OF THE NOTES.

Each Holder, by such Holder’s acceptance of any Notes, authorizes and expressly directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XV, and appoints the Trustee such Holder’s attorney-in-fact for such purposes, including, in the event of any dissolution, winding up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the property and assets of the Issuer, the filing of a claim for the unpaid balance of its Notes, if any, in the form required in those proceedings. If the Trustee does not file a proper claim or proof of indebtedness in the form required in such proceeding at least 30 days before the expiration of the time to file such claim or claims, each holder of Senior Debt is hereby authorized to file an appropriate claim for and on behalf of the Holders.

SECTION 15.11 NOT TO PREVENT EVENTS OF DEFAULT.

The failure to make a payment on account of principal of or interest on the Notes by reason of any provision of this Article XV will not be construed as preventing the occurrence of an Event of Default.

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SECTION 15.12 TRUSTEE’S COMPENSATION NOT PREJUDICED.

Nothing in this Article XV will apply to amounts due to the Trustee pursuant to other sections of this Indenture.

SECTION 15.13 NO WAIVER OF SUBORDINATION PROVISIONS.

Without in any way limiting the generality of Section 15.9, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Issuer and any other Person.

SECTION 15.14 PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.

Nothing contained in this Article XV or elsewhere in this Indenture shall prevent (i) the Issuer, except under the conditions described in Section 15.2 or Section 15.3, from making payments of principal of and interest on the Notes, or from depositing with the Trustee any money for such payments, or (ii) the application by the Trustee of any money deposited with it for the purpose of making such payments of principal of and interest on the Notes to the Holders entitled thereto unless, at least two Business Days prior to the date upon which such payment becomes due and payable, the Trustee shall have received the written notice provided for in Section 15.2(b) (or there shall have been an acceleration of the Notes prior to such application) or in Section 15.6. The Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer.  Notwithstanding anything herein to the contrary, monies held pursuant to Section 4.2 shall not be subject to the claims of holders of Senior Debt pursuant to this Article XV; provided, that the deposit of such monies did not violate Section 15.2.

ARTICLE XVI
OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 16.1 TRUST INDENTURE ACT CONTROLS.

This Indenture is subject to the provisions of the TIA which are required to be part of this Indenture, and shall, to the extent applicable, be governed by such provisions.

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SECTION 16.2 NOTICES.

Any notice or communication to the Issuer and/or the Company or the Trustee is duly given if in writing and delivered in person or mailed by first-class mail or by overnight delivery service to the address set forth below:

(a)if to the Issuer and the Company:

Lions Gate Entertainment Corp.
1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9

Lions Gate Entertainment Inc.
2700 Colorado Avenue, Suite 200
Santa Monica, CA  90404
Attention:  Chief Financial Officer

with a copy to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention:  David E. Shapiro, Esq.
                  Joshua A. Feltman, Esq.

(b)if to the Trustee:

U.S. Bank National Association
633 W. 5th Street, 24th Floor
Los Angeles, California 90071
Attention:  Corporate Trust Services

The Issuer and the Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Holder shall be mailed by first-class mail to his address shown on the Register kept by the Registrar or, if the Holder is the Depositary, sent by facsimile or overnight delivery services. Failure to mail a notice or communication to a Holder or any defect in such notice or communication shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or sent in the manner provided above within the time prescribed, it is duly given as of the date it is mailed, whether or not the addressee receives it, except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic

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methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions.  If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.  The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

If the Issuer and the Company mail a notice or communication to Holders, it shall mail a copy to the Trustee at the same time.

SECTION 16.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under the Notes or this Indenture. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA.

SECTION 16.4 ACTS OF HOLDERS OF NOTES.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by:

(1)one or more instruments of substantially similar tenor signed by such Holders in person or by agent or proxy duly appointed in writing;

(2)the record of Holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Notes duly called and held in accordance with the provisions of Article IX; or

(3)a combination of such instruments and any such record.

Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act of Holders” of Notes signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.1 hereof) conclusive in favor of the Trustee and the Issuer and

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the Company if made in the manner provided in this Section. The record of any meeting of Holders of Notes shall be proved in the manner provided in Section 9.6 hereof.

(b)The fact and date of the execution by any Person of any such instrument or writing may be provided in any manner which the Trustee reasonably deems sufficient.

(c)The principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Register.

(d)Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Issuer or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 16.5 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Issuer and/or the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel of the Issuer and/or the Company, as the case may be, unless such officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel of the Issuer and/or the Company, as the case may be, with respect to the matters upon which such certificate or opinion is based, is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or representations by, an officer or officers of the Issuer and/or the Company stating that the information with respect to such factual matters is in the possession of the Issuer and/or the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Upon any application or request by the Issuer and the Company to the Trustee to take any action under any provision of this Indenture, the Issuer and the Company shall furnish to the Trustee an Officers’ Certificate of the Issuer and the Company stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel of the Issuer and the Company stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically

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required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

SECTION 16.6 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)a statement that each individual signing such certificate or opinion on behalf of the Issuer or the Company 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 each such individual, he has made such examination or investigation as is necessary to enable him 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, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 16.7 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 16.8 SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Issuer and the Company shall bind their successors and assigns, whether so expressed or not.

SECTION 16.9 SEPARABILITY CLAUSE.

In case any provision in 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 16.10 BENEFITS OF INDENTURE.

Nothing contained in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Notes, any benefit or legal or equitable right, remedy or claim under this Indenture.

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SECTION 16.11 GOVERNING LAW.

THIS INDENTURE, THE NOTE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 16.12 COUNTERPARTS.

This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original but all such counterparts shall together constitute but one and the same instrument.

SECTION 16.13 LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Designated Event Repurchase Date or stated maturity of any Note shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal or premium, if any, need not be made at such Place of Payment on such day, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Designated Event Repurchase Date or at the stated maturity, provided, that in the case that payment is made on such succeeding Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Designated Event Repurchase Date or stated maturity, as the case may be.

SECTION 16.14 RECOURSE AGAINST OTHERS.

No recourse for the payment of the principal of or premium, if any, or interest on any Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer, the Company or of any their respective successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance thereof and as part of the consideration for the issue thereof, expressly waived and released.

SECTION 16.15 WAIVER OF JURY TRIAL.

EACH OF THE COMPANY, THE ISSUER 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 TRANSACTION CONTEMPLATED HEREBY.

SECTION 16.16 FORCE MAJEURE.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the day and year first above written.

LIONS GATE ENTERTAINMENT CORP.
By:	/s/ Wayne Levin
	Name:	Wayne Levin
	Title:	General Counsel and Secretary
LIONS GATE ENTERTAINMENT INC.
By:	/s/ Wayne Levin
	Name:	Wayne Levin
	Title:	Vice President and General Counsel
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Georgina Thomas
	Name:	Georgina Thomas
	Title:	Assistant Vice President

EXHIBIT A

FORM OF NOTE

[Face of Note]

LIONS GATE ENTERTAINMENT INC.

[Certificate No.               ]

[INSERT RESTRICTIVE SECURITIES LEGEND AND GLOBAL NOTE LEGEND AS REQUIRED]

1.25% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018

CUSIP NO. [                        ]

LIONS GATE ENTERTAINMENT INC., a Delaware corporation (herein called the “ISSUER”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of [dollar amount] ([$ AMOUNT]) [or such other principal amount as shall be set forth in the Schedule of Exchanges of Interests in the Global Note attached hereto](1) on April 15, 2018, and interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest is paid or duly provided for. The right to payment of the principal and all other amounts due with respect hereto is subordinated to the rights of Senior Debt as set forth in the Indenture referred to on the reverse side hereof.

Interest Payment Dates: April 15 and October 15, with the first payment to be made on October 15, 2013.

Record Dates: April 1 and October 1 (whether or not a Business Day).

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

IN WITNESS WHEREOF, LIONS GATE ENTERTAINMENT INC. has caused this instrument to be duly signed.

	LIONS GATE ENTERTAINMENT INC.
	By:
		Name:
		Title:
Dated:

(1)  This is included in Global Notes only.

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Signatory
Dated:

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[REVERSE OF NOTE]

LIONS GATE ENTERTAINMENT INC.

1.25% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2018

1.INTEREST. LIONS GATE ENTERTAINMENT INC., a Delaware corporation (the “ISSUER”), promises to pay interest on the principal amount of this Note at the initial rate PER ANNUM shown above. The Issuer will pay interest semi-annually on April 15 and October 15 of each year, with the first payment to be made on October 15, 2013. Interest on the Notes will accrue at a rate of 1.25% per annum on the principal amount from the most recent date to which interest has been paid or provided for or, if no interest has been paid, calculated from April 15, 2013. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Holder of this Note is entitled to the benefits of a Note Guarantee whereby Lions Gate Entertainment Corp., a British Columbia corporation and parent of the Issuer (the “COMPANY”), has fully and unconditionally guaranteed, as primary obligor and not merely as surety, to each Holder and the Trustee, the payment of principal and interest on this Note on an unsecured senior subordinated basis.

2.MATURITY. The Notes will mature on April 15, 2018 (“MATURITY”).

3.METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the persons who are registered Holders at the close of business on the record date set forth on the face of this Note next preceding the applicable interest payment date. Holders must surrender Notes to the Issuer or its designated agent to collect the principal or Designated Event Repurchase Price of the Notes. The Issuer will pay all amounts due with respect to the Notes in money of the United States that at the time of payment is legal tender for payment of public and private debts. If this Note is in global form, the Issuer will pay interest on the Notes by wire transfer of immediately available funds to The Depository Trust Company.  With respect to Notes held other than in global form, the Issuer will make payments: (i) by U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Holder; or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, by wire transfer in immediately available funds.

4.PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, U.S. Bank National Association (the “TRUSTEE”) will act as Paying Agent, Registrar and Conversion Agent. The Issuer may change any Paying Agent, Registrar or Conversion Agent without notice. The Issuer or any Affiliate of the Issuer may act as Paying Agent.

5.INDENTURE. The Issuer issued the Notes under an Indenture dated as of April 15, 2013 (the “INDENTURE”) between the Issuer, the Company and the Trustee. 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 Sections 77aaa-77bbbb) (the “ACT”) as in effect on the date of the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of such terms. The

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Notes are unsecured senior subordinated obligations of the Issuer. Terms used herein which are defined in the Indenture have the meanings assigned to them in the Indenture.

6.[RESERVED]

7.[RESERVED]

8.REPURCHASE AT OPTION OF HOLDER UPON A DESIGNATED EVENT. If a Designated Event (as set forth in the Indenture) shall occur at any time prior to Maturity, each Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Issuer to purchase such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by such Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), for cash for a repurchase price equal to 100% of the principal amount of the Notes purchased plus accrued and unpaid interest to, but excluding, the Designated Event Repurchase Date (the “DESIGNATED EVENT REPURCHASE PRICE”), provided that such interest will be paid to the person who was the registered Holder at the close of business on the record date for the corresponding interest payment date. Notice of the occurrence and type of Designated Event and containing the information required to be set forth in such notice by the Indenture (the “DESIGNATED EVENT REPURCHASE NOTICE”), including, without limitation, the date selected by the Issuer that is not less than 20 nor more than 30 Business Days after the date of the Designated Event Repurchase Notice (the “DESIGNATED EVENT REPURCHASE DATE”), shall be given by the Issuer to each Holder at such Holder’s registered address, as well as to the Trustee, not more than 10 days after the Issuer has become aware of such an occurrence. Each Holder electing to require the Issuer to repurchase the Holder’s Notes shall submit such information and documents as are required by the Indenture, to the Issuer or its designated agent on or before the close of business on the Designated Event Repurchase Date and shall deliver (including by book-entry transfer) the Notes to be repurchased to the Issuer or its designated agent. The Issuer shall pay the Designated Event Repurchase Price in cash. In the event that a Holder submits Notes to be repurchased, the Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price on the Trading Day immediately following the Designated Event Repurchase Date. If a Holder submits the required documentation for Notes to be repurchased and funds are paid or deposited as required, interest on and after the Designated Event Repurchase Date will cease to accrue on the Notes or portions of Notes submitted for repurchase.

9.CONVERSION. Subject to and upon compliance with the provisions of the Indenture, a Holder is entitled until the close of business on the Business Day immediately preceding the Maturity Date, at its option, to convert any Notes that are whole multiples of $1,000 principal amount into Common Shares at the Conversion Rate in effect at the time of conversion, subject to the adjustments described below.

The initial conversion rate is 33.33333 Common Shares per $1,000 principal amount of Notes (subject to adjustment in the event of certain circumstances as specified in the

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Indenture, the “CONVERSION RATE”), or an effective initial conversion price of approximately $30.00 per share (subject to adjustment in the event of certain circumstances as specified in the Indenture, the “CONVERSION PRICE”).

If the conversion is in connection with a Change in Control, there shall, under certain circumstances, be added to the Common Shares otherwise issuable upon conversion an additional number of Common Shares as a Make Whole Premium as set forth in the Indenture. In the event that of a Change in Control occurs that would otherwise trigger the obligation of the Issuer to pay the Make Whole Premium and the Acquiror is a Public Entity or is a direct or indirect subsidiary of a Public Entity, the Issuer may elect instead to provide that the Notes become convertible into common shares of the Public Entity, subject to certain conditions as specified in the Indenture.

The Issuer will deliver cash in lieu of any fractional share. Upon conversion, no payment or adjustment for any unpaid and accrued interest and additional interest, if any, on the Notes will be made, except in certain circumstances as specified in the Indenture. If a Holder surrenders a Note for conversion after the record date for the payment of interest but prior to the corresponding interest payment date, such Note, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest and additional interest, if any, thereon which has accrued and will accrue and be paid on the Notes being converted on the corresponding interest payment date, unless (1) the Notes have been converted in connection with a Designated Event as described in the Indenture or (2) overdue interest, if any, exists at the time of conversion with respect to such Note.

To convert a Note, a Holder must (1) with respect to any Note in certificated form, (A) complete and sign the Conversion Notice, with appropriate signature guarantee, on the back of the Note and (B) surrender the Note to the Conversion Agent, (2) with respect to any interest in a Global Note, (A) complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program and (B) deliver, or cause to be delivered, to the Conversion Agent by book-entry delivery the interest in such Global Note being converted, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay funds equal to the interest payable on the next interest payment date to which such Holder is not entitled, if any, (as provided in the last sentence of the above paragraph) and (5) pay any transfer or similar tax if required. A Holder may convert a portion of a Note if the portion is $1,000 principal amount or a positive integral multiple of $1,000 principal amount.

Any shares issued upon conversion of a Note shall bear the Restrictive Securities Legend until the date that is the later of (i) six months after the date of original issuance of the shares (or one year after the original issuance date in the case of Common Stock that is restricted upon issuance) and (ii) 90 days after the Holder ceases to be an affiliate.

10.SUBORDINATION. The Notes are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Debt. Each Holder by accepting a Note agrees to such subordination and authorizes the Trustee to give it effect.

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11.DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 principal amount and positive integral multiples of $1,000 principal amount. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Registrar need not exchange or register the transfer of any Notes for a period of 15 days in certain circumstances provided in the Indenture.

12.PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of such Note for all purposes.

13.MERGER OR CONSOLIDATION. The Issuer and the Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of their assets, whether in a single transaction or series of related transactions to any person unless (i) the Issuer or Company is the resulting Successor Company or the Successor Company is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia or under the laws of Canada or any province thereof and such Successor Company assumes by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Issuer’s and the Company’s obligations under the Indenture and the Notes, including the conversion rights; (ii) immediately after giving effect to the transaction, no Default or Event of Default shall exist; and (iii) the Issuer and the Company deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the Indenture and the Notes.

14.AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or the Notes may be modified or amended with the consent or vote of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default may be waived with the consent or vote of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice to or the consent of any Holder, the Indenture or the Notes may be modified or amended to cure any ambiguity or inconsistency, to comply with Article VII of the Indenture, to comply with Section 14.11 of the Indenture, to reduce the conversion price, to make any changes or modifications to the Indenture necessary in connection with the registration of the Notes under the Securities Act and the qualification of the Indenture under the TIA, to secure the obligations of the Issuer in respect of the Notes, to add to covenants of the Issuer or the Company described in the Indenture for the benefit of Holders or to surrender any right or power conferred upon the Issuer.

15.DEFAULTS AND REMEDIES. An Event of Default includes the occurrence of any of the following: default in payment of principal and premium, if any, at maturity, upon exercise of a repurchase right or otherwise; default for 30 days in payment of interest or other amounts due; failure by the Issuer or the Company for 60 days after notice to it to comply with any of its other agreements in the Indenture or the Notes; certain payment defaults or the acceleration of other indebtedness of the Issuer or its subsidiaries; certain

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events of bankruptcy or insolvency involving the Issuer, the Company or any of the Company’s subsidiaries; and failure by the Issuer to provide timely notice of the occurrence of a Designated Event. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due and payable immediately, except as provided in the Indenture. If an Event of Default specified in Sections 5.1(e) or (f) of the Indenture with respect to the Issuer or the Company occurs, the principal of and accrued interest on all the Notes shall 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 Notes then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment) if it determines that withholding notice is in the interests of the Holders. The Issuer and the Company must furnish an annual compliance certificate to the Trustee.

16.REGISTRATION RIGHTS.  The Holders are entitled to registration rights as set forth in the Purchase Agreement dated April 15, 2013 among the Issuer, Company and Holder.

17.TRUSTEE DEALINGS WITH THE ISSUER. The Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.

18.NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee or shareholder, as such, of the Company shall have any liability for any obligations of the Issuer under the Notes 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 the issue of the Notes.

19.AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

20.ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), 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).

THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

Lions Gate Entertainment Corp.
Lions Gate Entertainment Inc.

2700 Colorado Blvd., Suite 200
Santa Monica, CA  90404
Attention: Chief Financial Officer

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[FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

(please print or type name and address)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                         Attorney to transfer the Note on the books of the Issuer with full power of substitution in the premises.

Dated:
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.
Signature Guarantee:

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) the Resale Restriction Termination Date, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with such transfer and that this Note is being transferred:

[Check One]

(1)oto the Issuer, the Company or any of their respective subsidiaries; or

(2)opursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

(3)opursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended; or

(4)opursuant to an effective registration statement under the Securities Act of 1933, as amended.

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and unless the box below is checked, the undersigned confirms that such Note is not being transferred to an “affiliate” of the Issuer or the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”):

oThe transferee is an Affiliate of the Issuer or the Company.  (If the Note is transferred to an Affiliate, the restrictive legend must remain on the Note until the later of (i) one year after the date of original issuance of the Note and (ii) 90 days after the Holder ceases to be an affiliate).

Unless one of the items 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 item (2) or (3) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Notes, in their sole discretion, such written legal opinions, certifications and other information as the Trustee or the Issuer 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, as amended.

If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.16 of the Indenture shall have been satisfied.

Dated:	Signed:
		(Sign exactly as name appears on the other side of this Note)
Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF (2) 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, as amended, 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 Issuer and the Company as the undersigned has requested pursuant to Rule 144A or has determined 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

A-9

CONVERSION NOTICE

To convert this Note into Common Shares of the Company, check the box: o

To convert only part of this Note, state the principal amount to be converted (must be in multiples of $1,000):

$

If you want the share certificate made out in another person’s name, fill in the form below:

(Insert other person’s soc. sec. or tax I.D. no.)

(Print or type other person’s name, address and zip code)

Dated:		Signature(s):
			(Sign exactly as your name(s) appear(s) on the other side of this Note)
Signature(s) guaranteed by:
	(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

A-10

SCHEDULE A

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(2).

The following exchanges of a part of this Global Note for an interest in another Global Note or for Notes in certificated form and/or the following increases or decreases in the principal amount of this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal amount of
this Global Note Amount of increase in
Principle amount of
this Global Note Principal amount of
this Global Note
following such decrease
(or increase)

(2)  This is included in Global Notes only.

A-11

EXHIBIT B

FORM OF NOTE GUARANTEE

For value received, the undersigned hereby unconditionally guarantees, as primary obligor and not only as a surety, to the Holder of the Note and to the Trustee the cash payments in United States dollars of principal of, premium, if any, and interest on the Note in the amounts and at the times when due and interest on the overdue principal of, premium, if any, and interest on the Note, if lawful, and the payment or performance of all other Obligations of the Company under the Indenture (as defined below) or the Note, to the Holder of the Note and the Trustee, all in accordance with and subject to the terms and limitations of the Note, Article III of the Indenture and this Guarantee. The Guarantee ranks junior to all existing and future Senior Debt of the Company on the same terms as the Notes are subordinated thereto under Article XV of the Indenture.  This Guarantee will become effective in accordance with Article III of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of April 15, 2013, among Lions Gate Entertainment Inc., a Delaware corporation, as issuer (the “Company”), Lions Gate Entertainment Corp, a British Columbia, Canada corporation, as guarantor (the “Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”).

THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Guarantor hereby agrees to submit to the jurisdiction of the state or federal courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee.

This Guarantee is subject to release upon the terms set forth in the Indenture.

Date: April 15, 2013
	LIONS GATE ENTERTAINMENT CORP.
	By:
		Name:
		Title:

B-1

EXHIBIT C-1

RESTRICTIVE SECURITIES LEGEND FOR NOTES

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 AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF 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 ISSUER AND THE COMPANY (1) THAT IT WILL NOT WITHIN THE LATER OF (X) (I) ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTE, IN THE CASE OF THE NOTE, OR (II) SIX MONTHS AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTE, IN THE CASE OF THE COMMON SHARES ISSUABLE ON CONVERSION OF THE NOTE (OR ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE IN THE CASE OF COMMON SHARES THAT ARE RESTRICTED UPON ISSUANCE), AND (Y) 90 DAYS AFTER THE HOLDER CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER OR COMPANY (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH NOTE, EXCEPT (A) TO THE COMPANY OR ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A; OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (D) WITHIN THE LATER OF (X) ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF NOTES AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER OR THE COMPANY, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REQUIRE PURSUANT TO THE INDENTURE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT.  THE HOLDER OF THIS NOTE AGREES THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.  THE RESTRICTIONS SET FORTH IN THIS LEGEND SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTE PROVIDED THAT ALL HOLDERS AFTER SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER SECURITIES IN CONFORMITY WITH THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

C-1

THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

C-1-2

EXHIBIT C-2

RESTRICTIVE SECURITIES LEGEND FOR GLOBAL NOTES

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 PERSONS IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

C-2

EXHIBIT C-3

RESTRICTIVE SECURITIES LEGEND FOR COMMON SHARES

THIS SECURITY EVIDENCED HEREBY (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 THE COMMON SHARES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER HEREOF IS HEREBY NOTIFIED THAT THE SELLER HEREOF 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 CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY (1) THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTE UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR ISSUER (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE COMPANY OR ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A; OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (D) WITHIN THE LATER OF (X) ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER OR COMPANY, FURNISH TO THE TRANSFER AGENT AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RESTRICTIONS SET FORTH IN THIS LEGEND SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED PROVIDED THAT ALL HOLDERS AFTER SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER SECURITIES IN CONFORMITY WITH THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS.  IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT.  THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITIES REPRESENTED HEREBY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

THIS CERTIFICATE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THE SECURITIES REPRESENTED HEREBY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY.  THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED BY THE ACCEPTANCE HEREOF TO HAVE AGREED TO SUCH AMENDMENT OR SUPPLEMENT.

C-3

EXHIBIT D

FORM OF NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

LIONS GATE ENTERTAINMENT INC.

LIONS GATE ENTERTAINMENT CORP.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404

U.S. BANK NATIONAL ASSOCIATION

633 W 5th Street, 24th Floor

Los Angeles, CA 90071
Attention: Corporate Trust Services

Re:LIONS GATE ENTERTAINMENT INC. (the “Issuer”) 1.25% Convertible Senior Subordinated Notes due 2018 (the “Notes”)

Ladies and Gentlemen:

Please be advised that                            has transferred $                       aggregate principal amount of the Notes or                    Common Shares, no par value per share, of the Issuer issuable on conversion of the Notes (“Common Shares”) pursuant to an effective Shelf Registration Statement on Form S-3 (File No. 333-                ).

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933 as amended, have been satisfied with respect to the transfer described above and that the above-named beneficial owner of the Notes or Common Shares is named as a “Selling Security Holder” in the Prospectus dated                   , 20     or in amendments or supplements thereto, and that the aggregate principal amount of the Notes, or number of Common Shares transferred are [a portion of] the Notes or Common Shares listed in such Prospectus, as amended or supplemented, opposite such owner’s name.

Very truly yours,

(Name)

D-1

EX-5.1

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

Lions Gate Entertainment Inc.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404

Lions Gate Entertainment Corp.

1055 West Hastings Street, Suite 2200

Vancouver, British Columbia V6E 2E9

Ladies and Gentlemen:

We have acted as special counsel to Lions Gate Entertainment Inc., a Delaware corporation (the “Company”), in connection with the issuance by the Company of  US$60,000,000 aggregate principal amount of 1.25% Convertible Senior Subordinated Notes due 2018 (the “Notes”) pursuant to the Indenture, dated as of April 15, 2013 (the “Indenture”), by and among the Company, U.S. Bank National Association, as trustee (the “Trustee”) and Lions Gate Entertainment Corp., a British Columbia, Canada corporation (the “Guarantor”) and the registration for resale of the Notes, the related Note Guarantee and the common shares issuable upon conversion of such Notes, pursuant to a registration statement on Form S-3, initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) filed under the Securities Act of 1933, as amended (the “Securities Act”) on June 6, 2013 (the “Registration Statement”).  Except as otherwise indicated, capitalized terms used in this opinion letter and defined in the Indenture will have the meanings given in the Indenture.

In connection with the opinions set forth herein, we have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, agreements, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of the opinions contained herein, including, among others, the following:  (a) the executed Purchase Agreement, by and between the Company, the Guarantor and Kornitzer Capital Management, Inc. (the “Purchaser”), dated April 15, 2013 (the “Purchase Agreement”), (b) a copy of the Indenture (including the specimens of Notes and Note Guarantee contained therein); (c) the executed Note Guarantee; (d) the Registration Statement, (e) the Certificate of Incorporation and By-laws of the Company, as amended to date; and (f) the unanimous written consent of the board of directors of the Company adopting certain resolutions relating to the issuance of the Notes.  The items referred to in clauses (a), (b), and (c) of the preceding sentence and the Notes are referred to herein as the “Transaction Documents”.

For purposes of the opinions expressed herein we have assumed:  (a) that each party to the Transaction Documents (other than the Company) is, and was at the relevant time of execution, duly organized, validly existing and in good standing under the laws of the

jurisdiction of its incorporation or formation and that each party to the Transaction Documents has, and had at the relevant time of execution, all necessary corporate or other power and authority to enter into the Transaction Documents and perform its obligations thereunder; (b) the truth and accuracy of all representations and warranties, and compliance with all covenants, contained in the Transaction Documents; (c) that each of the Transaction Documents was duly authorized, executed and delivered by each party thereto (other than the Company); (d) that the Notes have been paid for and delivered in accordance with the terms of the Purchase Agreement and executed and delivered by the Company; (e) that each of the Transaction Documents constitutes the valid and binding obligation of each party thereto (other than the Company), enforceable against each such party in accordance with its terms; and (f) that the execution and delivery of the Transaction Documents by each of the parties thereto, and the performance and consummation of the transactions contemplated by the Transaction Documents by each of the parties thereto, will comply with all applicable laws and regulations (excepting the laws of the State of New York, the General Corporation Law of the State of Delaware (the “DGCL”) and the federal securities laws of the United States of America as such laws apply to the Company and the transaction pursuant to which the Notes are offered) and with any requirement or restriction imposed by any order, writ, judgment, injunction, decree, determination or award of any court or governmental body having jurisdiction over it or any of its assets and will not (i) result in a default under or breach of any agreement or instrument then binding upon it or (ii) violate, conflict with or result in a breach of, or require any consent under, the charter, bylaws, limited liability company agreement, partnership agreement or other organizational or governing documents of any such party or (iii) result in the creation or imposition of any lien or encumbrance upon or with respect to any property or assets now owned or hereafter acquired by such party or any of its subsidiaries pursuant to any agreement or instrument then binding upon it.

We have further assumed the legal capacity 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 documents submitted to us as certified, facsimile, conformed, electronic or photostatic copies and the authenticity of the originals of such copies.  As to all questions of fact relevant to the opinions contained herein that have not been independently established, we have relied with your consent upon certificates or comparable documents, and oral and written statements and representations, of officers and representatives of the Company and the Guarantor and of public officials, and upon the representations and warranties of the Company, the Guarantor and the Purchaser contained in the Purchase Agreement.  We have not independently verified such information and assumptions.

Based upon the foregoing, and subject to the assumptions, exceptions, limitations, qualifications and comments stated herein, we are of the opinion that, as of the date of this opinion letter:

2

1.             The Notes constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and are entitled to the benefits of the Indenture.

2.             The Note Guarantee constitutes a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

The opinions set forth above are subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally; (b) general equitable principles (whether considered in a proceeding in equity or at law); (c) an implied covenant of good faith and fair dealing; (d) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars; (e) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States; and (f) generally applicable laws that (1) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (2) limit the availability of a remedy under certain circumstances where another remedy has been elected, (3) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (4) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed-upon exchange, (5) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums or penalties upon acceleration, or (6) limit the waiver of rights under usury laws.  Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it.  We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, whether a federal, state or any other court outside of the State of New York would give effect to the choice of New York law provided for in the Transaction Documents. With respect to all matters under the laws of Canada, we note that you have received the opinion of Heenan Blaikie, Vancouver, British Columbia, which is also filed as an exhibit to the Registration Statement.

Members of our firm are admitted to the Bar of the State of New York, and the opinions expressed in this opinion letter are limited to the effects of (a) the federal securities laws of the United States, (b) the internal laws of the State of New York (excluding any political subdivision) and (c) to the extent expressly stated herein, the DGCL, in each case as in effect on the date hereof.  We have relied, to the extent we deem appropriate, on written guidance of the SEC (including the Staff thereof).

3

This opinion letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  We hereby consent to the filing of copies of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.”  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the SEC promulgated thereunder.

*        *        *

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

JAF/bks

4

EX-5.2

Exhibit 5.2

Heenan Blaikie

Of Counsel

The Right Honourable Pierre Elliott Trudeau, P.C., C.C., C.H., Q.C., FRSC (1984 - 2000)

The Right Honourable Jean Chrétien, P.C., C.C., O.M., Q.C.

The Honourable Donald J. Johnston, P.C., O.C., Q.C.

Donald R. Munroe, Q.C.

Pierre Marc Johnson, G.O.Q., FRSC

The Honourable Michel Bastarache, C.C.

The Honourable René Dussault, FRSC

Peter M. Blaikie, Q.C.

André Bureau, O.C.

	June 6, 2013
	Lions Gate Entertainment Inc.
	2700 Colorado Avenue, Suite 200
	Santa Monica, California 90404
	Lions Gate Entertainment Corp.
	1055 West Hastings Street, Suite 2200
	Vancouver, British Columbia V6E 2E9
	Dear Sir or Madam:
	Re:Registration of Securities of Lions Gate Entertainment Inc. and Lions Gate Entertainment Corp.
1055 West Hastings Street Suite 2200 Vancouver, British Columbia Canada V6E 2E9 heenanblaikie.com	We have acted as Canadian counsel to Lions Gate Entertainment Corp., a company existing under the laws of British Columbia (the “Company”) and Lions Gate Entertainment Inc., a Delaware corporation (“LGEI”). At your request, we have examined the Registration Statement of the Company and LGEI on Form S-3 dated June 6, 2013 (the “Registration Statement”) in connection with the registration under the United States Securities Act of 1933 of (i) $60,000,000 aggregate principal amount of 1.25% convertible senior subordinated notes due 2018 (the “Notes”) issued by LGEI, (ii) the guarantee by the Company of such Notes (the “Guarantee”), and (iii) the Conversion Shares (as defined herein). The Notes have been issued pursuant to an indenture dated April 15, 2013 among LGEI, the Company and U.S. Bank National Association (the “Indenture”). In accordance with the terms and conditions of the Indenture and subject to adjustment in certain circumstances as provided therein, the Notes are initially convertible into 2,000,000 common shares of the Company being 33.33333 common shares of the Company per $1,000 principal amount of Notes (the “Conversion Shares”).
	In our capacity as such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate including, without limitation:
	(a)the Registration Statement;
	(b)the Indenture;
	(c)the Guarantee;

(d)the purchase agreement by and between the Company, LGEI and Kornitzer Capital Management, Inc. dated April 15, 2013;

(e)the Notice of Articles of the Company as currently in effect;

(f)the Articles of the Company as currently in effect (together with the Notice of Articles, the “Constating Documents”); and

(g)consent resolutions of the Strategic Advisory Committee of the Company’s board of directors dated April 10, 2013 approving the execution and delivery of the Indenture, the Guarantee and related matters.

Our opinions expressed herein are limited to the current laws of the Province of British Columbia and those federal laws of Canada applicable therein and should not be relied upon, nor are they given, in respect of the laws of any other jurisdiction.

In connection with the opinions expressed herein, we have considered such questions of law and examined such statutes, public and corporate records, certificates of governmental authorities and officers of the Company, other documents and conducted such other examinations as we have considered necessary for the purpose of our opinion.

For the purposes of the opinions expressed herein, we have assumed, with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, telecopied or photostatic copies.

For the purpose of the opinion in paragraph 2 below, we have assumed the enforceability of the Guarantee under the laws of the State of New York and have assumed that the applicable laws of the State of New York would not offend fundamental public policy as would be considered by a court of competent jurisdiction in the Province of British Columbia.

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant and subject to the limitations and qualifications in this opinion, we are of the opinion that:

1.The Conversion Shares issuable upon conversion of the Notes, when issued in accordance with the terms of the Indenture, will be validly issued, fully paid and non-assessable.

2.The execution, delivery and performance of the Guarantee have been duly authorized by the Company, the Guarantee has been duly executed and delivered by the Company, and the execution, delivery and performance of the Guarantee do not result in any breach or default under, nor conflict with, the Constating Documents, any resolutions of the Company or any applicable laws of the Province of British Columbia or the federal laws of Canada applicable therein.

2

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference of our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement.

Yours truly,

/s/ Heenan Blaikie LLP

Heenan Blaikie LLP

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EX-12.1

Exhibit 12.1

LIONS GATE ENTERTAINMENT CORP.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in thousands, except ratios)

	Year Ended March 31,
	2013			2012			2011			2010			2009
Fixed charges:
Interest expense	$	93,580		$	78,111		$	55,180		$	47,162		$	34,275
Capitalized interest	14,465			11,668			5,248			4,991			10,319
Estimation of the interest within rental expense	1,008			1,226			3,520			4,204			5,635
Total fixed charges:	$	109,053		$	91,005		$	63,948		$	56,357		$	50,229
Earnings:
Add:
Income (loss) before equity interests and income taxes	$	159,446		$	(42,835	)	$	(5,413	)	$	9,941		$	(166,686	)
Fixed charges (calculated above)	109,053			91,005			63,948			56,357			50,229
Amortization of capitalized interest	11,796			6,658			8,408			6,342			5,921
Distributed income of equity investees, net of equity pick-up	—			—			10,200			—			—
Deduct:
Capitalized interest	(14,465		)	(11,668		)	(5,248		)	(4,991		)	(10,319		)
Total earnings	$	265,830		$	43,160		$	71,895		$	67,649		$	(120,855	)
Ratio of Earnings to Fixed Charges (1)	2.4		x	(1)		x	1.1		x	1.2		x	(1)

(1)“Earnings” include pretax income from continuing operations before non-controlling interests or equity interests plus (a) fixed charges and amortization of capitalized interest minus (b) interest capitalized.  “Fixed charges” consist of interest expensed, interest capitalized and an estimate of interest within rental expense.

We had pretax losses for the years ended March 31, 2012 and 2009, and as a result, the ratio of earnings to fixed charges was less than one to one.  Earnings were insufficient to cover fixed charges by $47.8 million and $171.1 million for the years ended March 31, 2012 and 2009, respectively.

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Lions Gate Entertainment Corp. for the registration of $60 million of 1.25% Convertible Senior Subordinated Notes due 2018 (the “Notes”) and Related Guarantees, and 2,000,000 common shares issuable upon conversion of the Notes, and to the incorporation by reference therein of our reports dated May 30, 2013, with respect to the consolidated financial statements and schedule of Lions Gate Entertainment Corp., the effectiveness of internal control over financial reporting of Lions Gate Entertainment Corp., and the consolidated financial statements of TV Guide Entertainment Group, LLC, all included in Lions Gate Entertainment Corp.’s Annual Report (Form 10-K) for the year ended March 31, 2013, filed with the Securities and Exchange Commission, and of our report dated March 21, 2012, with respect to the consolidated financial statements of Summit Entertainment, LLC, included as Exhibit 99.1 to Lions Gate Entertainment Corp.’s Amendment No. 1 to the Current Report on Form 8-K/A, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California

June 5, 2013

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Lions Gate Entertainment Corp. of our report dated January 10, 2013 relating to the financial statements of Studio 3 Partners L.L.C., which appears in Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the year ended March 31, 2013. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
New York, New York
June 6, 2013

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of Lions Gate Entertainment Corp. of our report dated March 29, 2011 relating to the financial statements of Summit Entertainment, LLC, which appears in the Current Report on Form 8-K/A of Lions Gate Entertainment Corp. dated March 22, 2012.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, CA

June 6, 2013

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)

Paula Oswald

U.S. Bank National Association

633 W. 5TH Street, 24th Floor

Los Angeles, CA  90071

(213) 615-6043

(Name, address and telephone number of agent for service)

Lions Gate Entertainment Corp.

Lions Gate Entertainment Inc.

(Exact name of obligors as specified in their charters)

British Columbia, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1055 West Hastings Street, Suite 2200 Vancouver, British Columbia V6E 2E9	2700 Colorado Avenue, Suite 200 Santa Monica, California 90404
(Address of Principal Executive Offices)	(Address of Principal Executive Offices)

1.25% Convertible Senior Subordinated Notes Due 2018
(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 March 31, 2013 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.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

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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 Los Angeles, California on the 3rd of June, 2013.

By:	/s/ Paula Oswald
	Paula Oswald
	Vice President

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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, November 28, 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

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Exhibit 3

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, John Walsh, Acting 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 and exercise fiduciary powers on the date of this certificate.

	IN TESTIMONY WHEREOF, today, March 19, 2013, 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

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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: June 3, 2013
	By:	/s/ Paula Oswald
		Paula Oswald
		Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2013

($000’s)

	3/31/2013
Assets
Cash and Balances Due From Depository Institutions	$	6,932,431
Securities	74,769,168
Federal Funds	45,892
Loans & Lease Financing Receivables	218,577,592
Fixed Assets	5,068,178
Intangible Assets	12,739,644
Other Assets	27,654,064
Total Assets	$	345,786,969
Liabilities
Deposits	$	251,849,922
Fed Funds	3,545,914
Treasury Demand Notes	0
Trading Liabilities	512,718
Other Borrowed Money	32,387,140
Acceptances	0
Subordinated Notes and Debentures	4,736,320
Other Liabilities	12,747,015
Total Liabilities	$	305,779,029
Equity
Common and Preferred Stock	18,200
Surplus	14,133,290
Undivided Profits	24,357,498
Minority Interest in Subsidiaries	$	1,498,952
Total Equity Capital	$	40,007,940
Total Liabilities and Equity Capital	$	345,786,969

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