CONSENT AND RELEASE

(b)           the Administrative Agent shall have received an officer’s certificate from the Company, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that Magic Johnson Theatres is not a material Guarantor, (ii) that after giving effect to this Consent, Magic Johnson Theatres has not guaranteed the Indebtedness of any Loan Party and (iii) as to the matters specified in clauses (d) and (e) below;

(c)           the Administrative Agent shall have received all fees and accrued expenses of the Administrative Agent required to be paid by the Company, including without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent;

(d)           each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and

(e)           no Default or Event of Default shall have occurred and be continuing on the date hereof.

4.             Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and the Lenders, on and as of the date hereof, that:

(a)           (i) The Company has taken all necessary action to authorize the execution, delivery and performance of this Consent, (ii) this Consent has been duly executed and delivered by the Company and (iii) this Consent is the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(b)           Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date.

(c)           No Default or Event of Default has occurred and is continuing as of the date hereof.

5.             Continuing Effect. Except as expressly set forth in this Consent, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect and the Company and the other Loan Parties shall continue to be bound by all of such terms and provisions. This Consent is limited as specified herein and shall not constitute an amendment or waiver of, or an indication of the Administrative Agent’s or the Lenders’ willingness to amend or waive, any other provisions of the Credit Agreement or the other Loan Documents for any other date or purpose.

2

6.             Expenses. The Company agrees to pay and reimburse the Administrative Agent for all its reasonable costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Consent, and all other documents prepared in connection herewith, and the transactions contemplated hereby, including, without limitation, reasonable fees and disbursements and other charges of counsel to the Administrative Agent.

7.             Choice of Law. This Consent and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

8.             Counterparts. This Consent may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Consent by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Consent.

9.             Integration. This Consent, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

10.           Severability. In case any provision in this Consent shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Consent and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11.           Loan Document. This Consent is a Loan Document.

12.           Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS CONSENT AND ANY OTHER LOAN DOCUMENT.

13.           Termination of Security Interest. The Administrative Agent, on the behalf of the Secured Parties, agrees, at the cost of the Company and upon the effectiveness hereof, to execute and deliver to the Company such documents, including UCC-3 termination statements, reasonably necessary to evidence the termination of the security interests granted by Magic Johnson Theatres under the Pledge and Security Agreement in favor of the Secured Parties.

14.           Indentures. The Company agrees to provide to the Administrative Agent documentation reasonably satisfactory to the Administrative Agent, and to take such further actions reasonably requested by the Administrative Agent, to evidence the release of Magic Johnson Theatres as a guarantor under the Indentures.

[SIGNATURE PAGES FOLLOW]

3

IN WITNESS WHEREOF, the parties have entered into this Consent as of the date first above written.