AMENDMENT NO. 3 dated as of December 31, 2004 to the Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of December 15, 2003 among Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc. (together, the “Borrowers”),...

EXHIBIT 10.1

AMENDMENT NO. 3 dated as of December 31, 2004 to the Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of December 15, 2003 among Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc. (together, the “Borrowers”), the Guarantors named therein, the Lenders referred to therein, JPMorgan Chase Bank, National Association (formerly known as JPMorgan Chase Bank), as Administrative Agent and as Issuing Bank for the Lenders (the “Agent”), JPMorgan Chase Bank, National Association Toronto Branch (formerly known as JPMorgan Chase Bank, Toronto Branch) as Canadian Agent, Fleet National Bank , as Co-Syndication Agent and BNP Paribas, as Co-Syndication Agent (as the same may be amended, supplemented or otherwise modified, the “Credit Agreement”).

INTRODUCTORY STATEMENT

     The Lenders have made available to the Borrowers a credit facility pursuant to the terms of the Credit Agreement.

     The Lenders and the Agent have agreed to amend the Credit Agreement, all on the terms and subject to the conditions herein set forth.

     Therefore, the parties hereto hereby agree as follows:

     Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning given them in the Credit Agreement.

     Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended as of the Effective Date (as hereinafter defined) as follows:

     (A) Article 1 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical sequence:

“2005 Convertible Subordinated Notes” shall mean LGEI’s convertible senior subordinated notes to be issued on or after January 1, 2005 in a principal amount not to

exceed $150,000,000 in the aggregate which are not subject to maturity, redemption, prepayment or repurchase at the option of the holders prior to 2012 other than for a “Designated Event” as defined in Article 7 hereof and with all material terms (including the definition of Designated Event) substantially the same as the 2004 Convertible Subordinated Notes and otherwise in form and substance reasonably acceptable to the Agent.”

     (B) The definition of “Convertible Senior Subordinated Notes” appearing in Article 1 of the Credit Agreement is hereby amended in its entirety to read as follows:

“Convertible Senior Subordinated Notes” shall mean (i) LGEI’s convertible senior subordinated notes issued pursuant to an offering circular dated November 28, 2003 which are due on December 15, 2010, (ii) the 2004 Convertible Subordinated Notes, and (iii) the 2005 Convertible Subordinated Notes.”

     (C) Section 6.15 of the Credit Agreement is hereby amended by replacing the “.” at the end of the last sentence thereof with a “;” and adding the following to the end thereof:

     “provided that, all charges related to any stock appreciation rights issued by the Borrowers shall not be included in any calculation of overhead expenses under this Section 6.15 until such time as such charges are paid.”

     (D) Section 6.17 of the Credit Agreement is hereby amended by replacing clause (ii) thereof in its entirety as follows:

     “(ii) Consolidated Net Income plus non-cash charges (e.g., amortization of capitalized film costs and financing costs), for each such rolling four-quarter period, to be above 3.5 to 1 for the rolling four-quarter period ending September 30, 2004, 2.5 to 1 for the rolling four-quarter periods ending December 31, 2004 and March 31, 2005, 2.0 for the rolling four-quarter periods ending June 30, 2005, September 30, 2005 and December 31, 2005, and 1.5 to 1 for the rolling four-quarter periods ending March 31, 2006 and the end of each period thereafter provided, that for the quarters ending December 31, 2003 through June 30, 2004, the Borrowers shall not be required to maintain any Leverage Ratio.”

     (E) Section 7(u) of the Credit Agreement is hereby amended in its entirety to read as follows:

“(u) the occurrence of any “Designated Event” as defined in the Indenture dated December 3, 2003, the indenture issued in connection with the 2004 Convertible Subordinated Notes, and the indenture issued in connection with the 2005 Convertible Subordinated Notes.”

     Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent (the date on which all such conditions have been satisfied being herein called the “Effective Date”):

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     (A) the receipt by the Agent of counterparts of this Amendment which, when taken together, bear the signatures of the Borrowers, each Guarantor, the Agent and the Required Lenders;

     (B) the Term Loans together with all interest thereon shall have been paid in full;

     (C) the payment of all fees and expenses (including, without limitation, fees and disbursements of counsel and consultants retained by the Agent) due and payable by any Credit Party to the Agent and/or the Lenders; and

     (D) all legal matters incident to this Amendment shall be satisfactory to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Agent.

     Section 4. Representations and Warranties. Each Credit Party represents and warrants that:

     (A) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof (except to the extent that any such representations and warranties specifically relate to an earlier date); and

     (B) after giving effect to this Amendment, no Event of Default or Default will have occurred and be continuing on and as of the date hereof.

     Section 5. Further Assurances. At any time and from time to time, upon the Agent’s request and at the sole expense of the Credit Parties, each Credit Party will promptly and duly execute and deliver any and all further instruments and documents and take such further action as the Agent reasonably deems necessary to effect the purposes of this Amendment.

     Section 6. Fundamental Documents. This Amendment is designated a Fundamental Document by the Agent.

     Section 7. Full Force and Effect. Except as expressly amended hereby, the Credit Agreement and the other Fundamental Documents shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words of similar import, shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Amendment.

     Section 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section 9. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

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     Section 10. Expenses. The Borrowers agree to pay all out-of-pocket expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment, including, but not limited to, the reasonable fees and disbursements of counsel for the Agent.

     Section 11. Headings. The headings of this Amendment are for the purposes of reference only and shall not affect the construction of or be taken into consideration in interpreting this Amendment.

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     IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as of the date first written above:

	BORROWERS: LIONS GATE ENTERTAINMENT CORP.
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	CFO
	LIONS GATE ENTERTAINMENT INC.
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	CFO
	GUARANTORS: 408376 B.C. LIMITED AM PSYCHO PRODUCTIONS, INC. ATTRACTION PRODUCTIONS LLC BLUE PRODUCTIONS INC. CINEPIX ANIMATION INC./ANIMATION CINEPIX INC. CINEPIX FILMS INC./FILMS CINEPIX INC. CONFIDENCE PRODUCTIONS, INC. COVEN PRODUCTIONS CORP. CUBE FORWARD PRODUCTIONS CORP. CUT PRODUCTIONS INC. DEAD ZONE PRODUCTION CORP. DEVILS REJECTS, INC. FINAL CUT PRODUCTIONS CORP. FIVE DAYS PRODUCTIONS CORP. FRAILTY PRODUCTIONS, INC. HIGH CONCEPT PRODUCTIONS INC. HYPERCUBE PRODUCTIONS CORP. KING OF THE WORLD PRODUCTIONS LLC LG PICTURES INC. LIONS GATE FILMS CORP. LIONS GATE FILMS DEVELOPMENT CORP. LIONS GATE FILMS INC. LIONS GATE FILMS PRODUCTIONS CORP./PRODUCTIONS FILMS LIONS GATE S.A.R.F. LIONS GATE MUSIC CORP.

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LIONS GATE RECORDS, INC.
LIONS GATE STUDIO MANAGEMENT LTD.
LIONS GATE TELEVISION CORP.
LIONS GATE TELEVISION (ONTARIO) CORP.
LIONS GATE TELEVISION
DEVELOPMENT LLC
LIONS GATE TELEVISION INC.
LUCKY 7 PRODUCTIONS CORP.
MISSING PRODUCTIONS CORP.
MISSING PRODUCTIONS I CORP.
MISSING PRODUCTIONS II CORP.
MOTHER PRODUCTIONS CORP.
M WAYS PRODUCTIONS CORP.
M WAYS II PRODUCTIONS CORP.
PLANETARY PRODUCTIONS, LLC
PRESSURE PRODUCTIONS CORP.
PRISONER OF LOVE PRODUCTIONS CORP.
PROFILER PRODUCTIONS CORP.
PSYCHO PRODUCTIONS SERVICES CORP.
SHUTTERSPEED PRODUCTIONS CORP.
TERRESTRIAL PRODUCTIONS CORP.
VOID PRODUCTIONS CORP.
WEEDS PRODUCTIONS INC.
WIDOW PRODUCTIONS CORP.
WILDFIRE PRODUCTIONS INC.
WRITERS ON THE WAVE
3F SERVICES, INC.
ARIMA INC.
ARTISAN ENTERTAINMENT INC.
ARTISAN FILMED PRODUCTIONS, INC.
ARTISAN HOME ENTERTAINMENT INC.
ARTISAN MUSIC INC.
ARTISAN PICTURES INC.
ARTISAN RELEASING INC.
ARTISAN TELEVISION INC.
BD OPTICAL MEDIA, INC.
BL DISTRIBUTION CORP.
CAVE PRODUCTIONS, INC.
FHCL, LLC
FILM HOLDINGS CO.
FUSION PRODUCTIONS, INC.
LANDSCAPE ENTERTAINMENT CORP.
POST PRODUCTION, INC.
PUNISHER PRODUCTIONS, INC.
SCREENING ROOM, INC.
 

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	SILENT DEVELOPMENT CORP. VESTRON INC.
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	CFO
	XXXXX WITCH FILM PARTNERS LTD.
	By:	Artisan Filmed Productions Inc.
	Its:	General Partner
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	CFO
	LENDERS: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, (formerly known as JPMorgan Chase Bank), individually and as Administrative Agent
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President

		Address:		000 Xxxx Xxxxxx, 00xx Xxxxx
				Xxx Xxxx, XX 00000
		Attention:		Xxxxxxx Xxxxxxx
		Facsimile:		(000) 000-0000

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	BANK LEUMI USA
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Vice President

		Address:		0000 Xxxxxxxx Xxxx. #000
				Xxxxxxx Xxxxx, XX 00000
		Attention:		X. Xxxxxxx
		Facsimile:		(000) 000-0000

	BNP PARIBAS
	By:	/s/ Xxxxxxxxxx Xxxxxxx
		Name:	Xxxxxxxxxx Xxxxxxx
		Title:	Director

		Address:		000 X. Xxxxxxxx Xx., #0000
				Xxx Xxxxxxx, XX 00000
		Attention:		Xxxxxxxxxx Xxxxxxx
		Facsimile:		(000) 000-0000

	By:	/s/ Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxx
		Title:	Director

		Address:		000 X. Xxxxxxxx Xx., #0000
				Xxx Xxxxxxx, XX 00000
		Attention:		Xxxxxxxx Xxxxxxxx
		Facsimile:		(000) 000-0000

	CITY NATIONAL BANK
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Senior Vice President

Address:

Attention:

Facsimile:

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	FLEET NATIONAL BANK
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Vice President

		Address:		000 Xxxxxxx Xxx.
				Xxx Xxxx, XX 00000
		Attention:
		Facsimile:		(000) 000-0000

	ISRAEL DISCOUNT BANK OF NEW YORK
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	First Vice President

		Address:		000 Xxxxx Xxxxxx
				Xxx Xxxx, XX 00000
		Attention:		Xxxx Xxxxxxxxx
		Facsimile:		(000) 000-0000

	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Assistant Vice President

		Address:		000 Xxxxx Xxxxxx
				Xxx Xxxx, XX 00000
		Attention:		Xxxxx Xxxxxxx
		Facsimile:		(000) 000-0000

	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, individually and as Canadian Agent
	By:	/s/ Xxxxxxxxx Xxxx
		Name:	Xxxxxxxxx Xxxx
		Title:	Vice President

		Address:		000 Xxx Xxxxxx, Xxxxx Bank Plaza
				South Tower, Suite 1800 Xxxxxxx, Xxxxxxx X0X 0X0
		Attention:		Xxxxxxxxx Xxxx
		Facsimile:		(000) 000-0000

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	MANUFACTURERS BANK
	By:	/s/ Xxxxx Xxx
		Name:	Xxxxx Xxx
		Title:	Vice President

		Address:		000 X. Xxxxxxxx Xx.
				Xxx Xxxxxxx, XX 00000
		Attention:		Xxxxx Xxx
		Facsimile:		(000) 000-0000

	U.S. BANK NATIONAL ASSOCIATION
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Senior Vice President

		Address:		000 X. Xxxxx Xx., 00xx Xxxxx
				Xxx Xxxxxxx, XX 00000
		Attention:		Xxxx X. Xxxxxxxxx
		Facsimile:		(000) 000-0000

	SOCIETE GENERALE
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Managing Director

Address:

Attention:

Facsimile:

	THE XXXXX XXXXXXX ORGANIZATION, a division of Imperial Capital Bank
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President

		Address:		0000 Xxxxxxx Xxxx Xxxx, #0000
				Xxx Xxxxxxx, XX 00000
		Attention:		Xxxxx Xxxxxx
		Facsimile:		(000) 000-0000

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	XXXXX XXXX XX XXXXXXXXXX, N.A.
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Assistant Vice President

		Address:		000 X. Xxxxxxxx Xx., 00xx Xxxxx
				Xxx Xxxxxxx, XX 00000
		Attention:		Xxxxx Xxxxxx
		Facsimile:		(000) 000-0000

	WESTLB AG (formerly Westdeutsche Landesbank Girozentrale), NEW YORK BRANCH
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Executive Director

		Address:		0000 Xxxxxx xx xxx Xxxxxxxx
				Xxx Xxxx, XX 00000
		Attention:
		Facsimile:		(000) 000-0000

	By:	/s/ Xxxxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxxx
		Title:	Managing Director

Address:

Attention:

Facsimile:

	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Authorized Signatory

Address:

Attention:

Facsimile:

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XXXXXXX & CO.
 

By:  

Name:  

Title:  

Address:

Attention:

Facsimile:

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