Exhibit
4.14
CONVERSION RIGHT ASSUMPTION AGREEMENT
- COMERICA
Assignment and
Assumption Agreement (this “Agreement”) between PEACE
ARCH ENTERTAINMENT GROUP INC. (“PAE”) and PEACE ARCH
PROJECT DEVELOPMENT CORP. (“PAPDC”).
WHEREAS:
A.
Comerica Bank - California ("Comerica") and PAE entered into a
Release and Reconstitution Agreement dated November 22, 2002
(the “Reconstitution Agreement”);
B.
Pursuant to the Reconstitution Agreement, PAE issued in favour of
Comerica a Conversion Right Certificate (the “Conversion
Right Certificate”) dated January 30, 2003 by which PAE gives
the right to Comerica to convert the Deficiency as defined therein
into shares of PAE;
C.
PAPDC has agreed to assume any and all obligations of PAE to
Comerica as of the date hereof under the Reconstitution Agreement
and the Conversion Rights Certificate, (collectively the "PAE
Obligations");
D.
The authorized capital of PAE at the time of the entering into of
the Reconstitution Agreement and the Conversion Right Certificate
included Class B Subordinate Voting Shares, but since then the
Class B Subordinate Voting Shares have been reclassified as common
shares, so that in this agreement the term "Shares" means Class B
Subordinate Voting Shares of PAE and the common shares resulting
from the said amendment and reclassification.
E.
The Parties wish to set out the terms of their
agreement;
NOW THEREFORE THIS
AGREEMENT WITNESSETH that, in consideration of the foregoing
premises, the further advance of the said credit facilities, the
sum of $10.00 in lawful money of Canada now paid by each party to
the others and other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged by each of the
Parties), the Parties hereby agree as follows:
Section
1.
Definitions.
All terms not
otherwise defined herein and defined in the Reconstitution
Agreement as amended and supplemented by the Debt Assumption
Agreement shall have the same meaning herein as in the
Reconstitution Agreement as so amended and supplemented.
Section
2.
Assignment and
Assumption. PAE hereby absolutely and
unconditionally assigns, transfers and conveys to PAPDC, and PAPDC
hereby assumes all of the PAE Obligations in place of and instead
of PAE for all purposes, on and subject to the terms hereof.
Notwithstanding the foregoing, PAPDC's obligation shall be limited
to the delivery to Comerica of 336,000 shares, and PAPDC shall have
no liability or obligation to deliver any additional shares or
consideration or compensa
