Exhibit 10.13.6
Execution Version
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT
This Amendment No. 1 to Second Amended and Restated Loan, Guaranty and Security Agreement (“Amendment”) is made and entered into as of March 17, 2026, by and among East West Bank (“Bank”), Cineverse Corp., a Delaware corporation (f/k/a Cinedigm Corp.) (“Borrower”), Vistachiara Productions Inc., d/b/a The Bigger Picture, a Delaware corporation (“Vistachiara Productions”), Cineverse Entertainment Corp., a New York corporation (f/k/a Cinedigm Entertainment Corp.) (“Cineverse Entertainment”), Cineverse Entertainment Holdings, LLC, a Delaware limited liability company (f/k/a Cinedigm Entertainment Holdings, LLC) (“Cineverse Entertainment Holdings”), Cineverse Home Entertainment, LLC, a Delaware limited liability company (f/k/a Cinedigm Home Entertainment, LLC) (“Cineverse Home Entertainment”), Docurama, LLC, a Delaware limited liability company (“Docurama”), Dove Family Channel, LLC, a Delaware limited liability company (“Dove”), Cineverse OTT Holdings, LLC, a Delaware limited liability company (f/k/a Cinedigm OTT Holdings, LLC) (“Cineverse OTT”), Cinedigm Productions, LLC, a Delaware limited liability company (“Cinedigm Productions”), Cinedigm DC Holdings, LLC, a Delaware limited liability company (“Cinedigm DC Holdings”), Access Digital Media, Inc., a Delaware corporation (“Access Digital Media”), Christie/AIX, Inc., a Delaware corporation (“Christie/AIX”), Cinedigm Digital Funding I, LLC, a Delaware limited liability company (“Cinedigm Digital Funding I”), FoundationTV, Inc., a Delaware corporation (“FoundationTV”), Asian Media Rights LLC, d/b/a Digital Media Rights, a New York limited liability company (“Asian Media Rights”), Con TV, LLC, a Delaware limited liability company (“Con TV”), Fandor Acquisition LLC, a Delaware limited liability company (“Fandor”), TFD Acquisition LLC, a Delaware limited liability company (“TFD Acquisition”), Screambox Acquisition LLC, a Delaware limited liability company (“Screambox Acquisition”), Bloody Disgusting Acquisition LLC, a Delaware limited liability company (“Bloody Disgusting Acquisition”), Comic Blitz II LLC, a Delaware limited liability company (“Comic Blitz II”), Viewster, LLC, a Delaware limited liability company (“Viewster”), Cineverse India Private Limited, an Indian limited company (“Cineverse India”), Cineverse Terrifier LLC, a Delaware limited liability company (“Cineverse Terrifier”), and Cineverse Matchpoint LLC, a Delaware limited liability company (“Cineverse Matchpoint”, and, together with Vistachiara Productions, Cineverse Entertainment, Cineverse Entertainment Holdings, Cineverse Home Entertainment, Docurama, Dove, Cineverse OTT, Cinedigm Productions, Cinedigm DC Holdings, Access Digital Media, Christie/AIX, Cinedigm Digital Funding I, FoundationTV, Asian Media Rights, Con TV, Fandor, TFD Acquisition, Screambox Acquisition, Bloody Disgusting Acquisition, Comic Blitz II, Viewster, Cineverse India, and Cineverse Terrifier, individually, a “Guarantor” and collectively, the “Guarantors” and, together with the Borrower, collectively, the “Loan Parties”).
RECITALS
This Amendment is entered into in reference to the following facts:
time to time, the “Agreement”). All initially capitalized terms used, but not defined herein, have the meaning ascribed thereto in the Agreement.
NOW, THEREFORE, in consideration of the continued performance by each of the parties hereto of their respective promises and obligations under the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.
ARTICLE 1 AMENDMENTS
definitions:
“Amendment No. 1 Effective Date” means the “Amendment No. 1 Effective Date” under and as defined in the Amendment No. 1 to Agreement.
“Amendment No. 1 to Agreement” means that certain Amendment No. 1 to Second Amended and Restated Loan, Guaranty and Security Agreement dated as of March 17, 2026, by and among Borrower, Guarantors and Bank.
“EBITDA Covenant Holiday Period” means the period commencing on January 1, 2026 and ending on March 31, 2026.
“IndiCue Acquisition” means Borrower’s purchase of 100% of the equity interests in IndiCue, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Indicue Purchase Agreement.
“IndiCue Purchase Agreement” means that certain Stock Purchase Agreement dated as of February 12, 2026, by and among the Borrower, John Marchesini and the other sellers party thereto, pursuant to which Borrower has acquired 100% of the equity interests in IndiCue, Inc., a Delaware corporation.
Subject to and upon the terms and conditions of this Agreement, during the period commencing on the Second Amendment and Restatement Effective Date and ending on the Commitment Termination Date, Borrower may request Advances in an aggregate principal amount at any time outstanding not to exceed the lesser of
(A) the Revolving Line, which for this calculation shall be reduced by $2,500,000
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during the EBITDA Covenant Holiday Period (which reduction Bank may waive
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in its sole discretion), or (B) the Borrowing Base as determined by Bank in accordance with this Agreement and based on the most recent Borrowing Base Certificate delivered to Bank pursuant to Section 3.2(a) or Section 9.2(b).
2.2 Overadvances. If the aggregate principal amount of the outstanding Advances at any time exceeds the lesser of (A) the Revolving Line, which for this calculation shall be reduced by $2,500,000 during the EBITDA Covenant Holiday Period (which reduction Bank may waive in its sole discretion), or (B) the Borrowing Base (as determined by Bank in accordance with this Agreement and based on the most recent Borrowing Base Certificate delivered to Bank pursuant to Section 3.2(a) or Section 9.2(b)), Borrower shall promptly (but in any event within three (3) Business Days) after delivery of such Borrowing Base Certificate or the occurrence of such event, pay to Bank, in cash, the amount of such excess.
In addition, Borrower shall have the right at any time and from time to time, upon not less than three (3) Business Days’ notice to the Bank, to reduce permanently the amount of the Revolving Line, provided that after giving effect to any such reduction, the aggregate outstanding principal amount of the Credit Extensions shall not exceed the amount of the lesser of (i) the Revolving Line, which for this calculation shall be reduced by $2,500,000 during the EBITDA Covenant Holiday Period (which reduction Bank may waive in its sole discretion), and (ii) the Borrowing Base as determined by Bank in accordance with this Agreement and based on the most recent Borrowing Base Certificate delivered to Bank pursuant to Section 3.2(a) or Section 9.2(b).
9.7 Minimum Adjusted EBITDA. Borrower shall maintain an Adjusted EBITDA for each twelve-month period ending on the last day of each calendar month (other than during the EBITDA Covenant Holiday Period) that is no less than the applicable amount as shall be determined by Bank, in a manner comparable to the determination of the minimum Adjusted EBITDA levels for prior periods, and notified to Borrower in writing.
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right by such third party or parties, whether or not exercised, to demand a payment (including, without limitation, an earnout payment) under such agreement in excess of, or accelerate the maturity of any Indebtedness (including, without limitation, any Subordinated Debt) in an amount in excess of, Two Hundred Fifty Thousand Dollars ($250,000.00) or that would reasonably be expected to have a Material Adverse Effect;
ARTICLE 2 REPRESENTATIONS AND WARRANTIES
Each Loan Party hereby represents and warrants that the representations and warranties contained in the Agreement were true and correct in all material respects when made and, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, are true and correct in all material respects as of the date hereof. Each Loan Party hereby further represents and warrants that (a) the execution, delivery and performance by it of this Amendment are within
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its organizational powers and have been duly authorized by all necessary organizational action and, if required, shareholder, partner or member action, (b) this Amendment has been duly executed and delivered by such Loan Party and constitutes a valid and binding obligation of such such Loan Party, enforceable against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, and
(c) the execution, delivery and performance by such Loan Party of this Amendment (i) does not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any law applicable to such Loan Party or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any contractual obligation of such Loan Party or any of its Subsidiaries or any of its or their assets or give rise to a right thereunder to require any payment to be made by such Loan Party or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Loan Party or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.
ARTICLE 3 CONDITIONS
and correct;
the Borrower has received equity issuance proceeds of not less than $2,000,000 in connection with the IndiCue Acquisition; and
ARTICLE 4 GENERAL PROVISIONS
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the Agreement and the other Loan Documents to which it is a party, and (ii) all of the terms and conditions set forth in the Agreement and the other Loan Documents are incorporated herein by this reference as if set forth in full herein.
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Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the parties have executed this Amendment by and through its duly authorized officer as of the date and year first-above written.
“BORROWER” CINEVERSE CORP.
By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Legal Officer and Secretary
“BANK”
East West Bank
By: /S/ Benjamin Daykhovsky Name: Benjamin Daykhovsky
Title: First Vice President
“GUARANTOR”
VISTACHIARA PRODUCTIONS INC.
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Secretary
CINEVERSE ENTERTAINMENT CORP.
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
CINEVERSE ENTERTAINMENT HOLDINGS, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Secretary
CINEVERSE HOME ENTERTAINMENT, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Secretary
DOCURAMA, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
DOVE FAMILY CHANNEL, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
CINEVERSE OTT HOLDINGS, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
CINEDIGM PRODUCTIONS, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
CINEDIGM DC HOLDINGS, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: President
ACCESS DIGITAL MEDIA, INC.
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: President
CHRISTIE/AIX, INC.
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: President
CINEDIGM DIGITAL FUNDING I, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: President
FOUNDATIONTV, INC.
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: President
ASIAN MEDIA RIGHTS, LLC, d/b/a DIGITAL MEDIA RIGHTS
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Chief Operating Officer, General Counsel and Secretary
CON TV, LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Secretary
FANDOR ACQUISITION LLC
By/s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: President
TFD ACQUISITION LLC
By/s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Operating Officer & Secretary
SCREAMBOX ACQUISITION LLC
By/s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Operating Officer & Secretary
BLOODY DISGUSTING ACQUISITION LLC
By/s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Operating Officer & Secretary
COMIC BLITZ II LLC
By /s/ Gary S. Loffredo Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
VIEWSTER, LLC
By /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Operating Officer
CINEDIGM INDIA PRIVATE LIMITED
By/s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Authorized Person
CINEVERSE TERRIFIER LLC
By/s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Authorized Person
CINEVERSE MATCHPOINT LLC
By/s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Legal Officer
Annex I
EXHIBIT D
BORROWING BASE CERTIFICATE
Borrower: Cineverse Corp. Bank: East West Bank
Commitment Amount: $12,500,000 from the Second Amendment and Restatement Effective Date through the Revolving Maturity Date
Borrowing Base Calculation (from detailed Schedules attached) | Amount |
The Lesser of (a) and (b): |
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(a) the Revolving Line (which shall be reduced by $2,500,000 during the EBITDA Covenant Holiday Period (which reduction Bank may waive in its sole discretion)): | $[ ] |
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(b) the sum of (i) the Long Term Library Value Credit plus: | $[ ] |
(ii) the difference of: |
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A. the Collections Amount |
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B. the product of: |
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(x) the Collections Amount; and | $[ ] |
(y) the Entitlement Reserve Percentage | [ ]% |
TOTAL of (b) | $[ ] |
TOTAL BORROWING BASE | $[ ] |
(Less) Current Loan Outstanding | $[ ] |
Availability Under Facility | $[ ] |
The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Second Amended and Restated Loan, Guaranty and Security Agreement between the undersigned and East West Bank.
Rec’d By: Date:
BANK USE ONLY
Reviewed By: Date: Comments:
Authorized Signer