Kingdom Films LLC - a conduit facility created to finance the production, acquisition and distribution of the next 32 live action films that will be produced or acquired by The Walt Disney Co.- closed a private $370 million revolving credit facility last week, said a Walt Disney spokesman who declined to be named. Credit Suisse First Boston acted as the financial advisor and arranger for the transaction.

The facility, due in 2013, will give investors the opportunity to participate in films that will be released under the Walt Disney Pictures and Touchstone Pictures labels, the spokesman added.

Under the agreement, Kingdom Films - rated Baa2' by Moody's Investors Service - will finance 40% of the production or acquisition cost and domestic theatrical distribution cost of each film, while Disney will finance the remaining 60%, according to the rating action press release.

Kingdom Films will invest its 40% after the film's completion but prior to its domestic theatrical release. This investment will entitle Kingdom Films to receive 40% of the film's profits and to recover the film's funded theatrical distribution expenses, according to the Moody's statement.

The facility is structured with a subordinate equity certificate and subordinate promissory notes totaling $135 million. In addition, a total of $5 million in reserves will be fully funded at closing and available to cover Kingdom Films operating expenses as well as interest payments on the facility during its approximate 3.5-year revolving period.

The first film that will be financed under the facility is "Flightplan," starring Jodie Foster, said the Disney spokesman. Slated to open this Fall, the action drama is about a mother's quest to find her daughter, who vanishes mid-flight while flying from Berlin to New York. Foster plays the role of the mother. The film, rated PG-13, was produced by Brian Grazer and directed by Robert Schwentke.

Founded in 1923, The Walt Disney Co. is a diversified entertainment company focused on four business segments: media networks, parks and resorts, studio entertainment and consumer products. It is the number two media conglomerate in the world, behind Time Warner, according to the company's profile. It owns the ABC television network, 10 broadcast TV stations and more than 70 radio stations.

The Walt Disney Studios distributes motion pictures under Walt Disney Pictures, Touchstone Pictures, Hollywood Pictures, Miramax Films and Dimension Films.

(c) 2005 Asset Securitization Report and SourceMedia, Inc. All Rights Reserved.

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