Contract

Exhibit 10.24

EXECUTION VERSION

AMENDMENT NO. 6 dated as of June 21, 2005 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) The definition of “Cash Equivalents” appearing in Article 1 of the Credit Agreement is hereby amended by (a) deleting the “or” preceding subsection (v) thereof and inserting “,” in the place thereof and (b) deleting the “.” following “above” in the last sentence thereof and adding subsection (vi) as follows:

“or (vi) money market preferred stock, auction rate preferred stock, auction market preferred stock, auction rate securities or similar instrument with a rating of AAA or the equivalent thereof by Standard & Poor’s Corporation or Xxxxx’x Investors Service, Inc”

     (B) Section 6.5 of the Credit Agreement is hereby amended by deleting the “US$1,600,000” appearing in subsection (xi) there of and replacing it with “US$2,000,000”.

     (C) Section 6.15 of the Credit Agreement is hereby amended by replacing the “US$60,000,000” in subsection (x) thereof with “US$65,000,000”.

     (D) Schedule 1.2 of the Credit Agreement is hereby amended by (a) deleting the “125,000,000” opposite “Twentieth Century Fox (includes F/X, Fox, Fox Latin America and Fox Family” on the list of Acceptable Major Account Debtors and replacing it with “150,000,000”; (b) deleting the “40,000,000” opposite “Viacom (Showtime, Paramount CBS, Comedy Partners, TNN, Blockbuster, UPN, MTV/VH1)” on the list of Acceptable Major Account Debtors and replacing it with “70,000,000”; (c) deleting the “1,500,000” opposite “HDNet Movies LLC” on the list of Acceptable Domestic Account Debtors and replacing it with “4,000,000”; (d) deleting the “1,500,000” opposite “Movie Gallery” on the list of Acceptable Domestic Account Debtors and replacing it with “3,000,000”; (e) deleting the “250,000” opposite “Metro Tartan” on the list of Acceptable Foreign Account Debtors and replacing it with “500,000”; and (f) adding the following Acceptable Account Debtors listed below in the appropriate section of Schedule 1.2 noted to the left thereof and with monetary limit noted to the right thereof :

Section:		Acceptable Obligors:		Limit:
Acceptable Domestic Account Debtor		Corus/Superchannel		1,500,000

     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”):

     (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 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

     (C) 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:

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     (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);

     (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.

     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 XXXXXX
		Name:    Xxxxx Xxxxxx
		Title:
		LIONS GATE ENTERTAINMENT INC.
		By		/s/ XXXXX XXXXXX
				Name:    Xxxxx Xxxxxx
				Title:

GUARANTORS:

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.

CUT PRODUCTIONS INC.

DEAD ZONE PRODUCTION CORP.

DEVILS REJECTS, INC.

FINAL CUT PRODUCTIONS CORP.

FIVE DAYS PRODUCTIONS CORP.

FRAILTY PRODUCTIONS, INC.

GC FILMS, 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.

LIONS GATE RECORDS, INC.

LIONS GATE STUDIO MANAGEMENT LTD.

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LIONS GATE TELEVISION DEVELOPMENT LLC

LIONS GATE TELEVISION INC.

LUCKY 7 PRODUCTIONS CORP.

MOTHER PRODUCTIONS CORP.

NGC FILMS, INC.

PLANETARY PRODUCTIONS, LLC

PROFILER PRODUCTIONS CORP.

PSYCHO PRODUCTIONS SERVICES CORP.

TERRESTRIAL PRODUCTIONS CORP.

WEEDS PRODUCTIONS INC.

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.

SILENT DEVELOPMENT CORP.

VESTRON INC.

		By:		/s/ XXXXX XXXXXX
				Name:    Xxxxx Xxxxxx
				Title:

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		XXXXX WITCH FILM PARTNERS LTD.
		By:		Artisan Filmed Productions Inc.
		Its:		General Partner
		By:		/s/ XXXXX XXXXXX
				Name:    Xxxxx Xxxxxx
				Title:
		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
				Name:
				Title:
				Address:
				Attention:
				Facsimile:
		BNP PARIBAS
		By		/s/ XXXXXXXXXX XXXXXXX
				Name:   Xxxxxxxxxx Xxxxxxx
				Title:     Director
				Address:
				Attention:
				Facsimile:
		By		/s/ X. XXXXXXX
				Name:   X. Xxxxxxx
				Title:     Managing Director
				Address:
				Attention:
				Facsimile:
		CITY NATIONAL BANK
		By		/s/ XXXXXX X. XXXXX
				Name:   Xxxxxx X. Xxxxx
				Title:     Senior Vice President
				Address:
				Attention:
				Facsimile:

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		BANK OF AMERICA, N.A., as successor by merger to Fleet National Bank
		By		/s/ XXXXXX X. XXXX
				Name: Xxxxxx X. Xxxx
				Title: Senior Vice President
				Address: 000 Xxxxxxx Xxx., Xxx Xxxx, XX 00000
				Attention:
				Facsimile: 212-503-7173
		ISRAEL DISCOUNT BANK OF NEW YORK
		By		/s/ XXXXXX XXXXXXXX
				Name: Xxxxxx Xxxxxxxx
				Title: Senior Vice President I
				Address: 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
				Attention: Xxxxxx Xxxxxxxx
				Facsimile: 212-551-8259
		By		/s/ XXXXX XXXXXX
				Name: Xxxxx Xxxxxx
				Title: Vice President
				Address: 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
				Attention: Xxxxx Xxxxxx
				Facsimile: 212-551-8259
		MANUFACTURERS BANK
		By		/s/ XXXXXXX XXXXX
				Name: Xxxxxxx Xxxxx
				Title: Vice President
				Address: 000 Xxxxx Xxxxxxxx Xx., XX 00000
				Attention:
				Facsimile: 000-000-0000

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		U.S. BANK NATIONAL ASSOCIATION
		By		/s/ XXXX X. XXXXXXXXX
				Name: Xxxx X. Xxxxxxxxx
				Title: Senior Vice President
				Address:
				Attention:
				Facsimile:
		SOCIETE GENERALE
		By
				Name:
				Title:
				Address:
				Attention:
				Facsimile:
		THE XXXXX XXXXXXX ORGANIZATION, a division of Imperial Capital Bank
		By		/s/ XXXXX XXXXXX
				Name: Xxxxx Xxxxxx
				Title: Vice President
				Address:
				Attention:
				Facsimile:
		UNION BANK OF CALIFORNIA, N.A.
		By		/s/ XXX XXXXX
				Name: Xxx Xxxxx
				Title: AVP
				Address: 000 X. Xxxxxxxx Xx., 00xx Xxxxx, Xxx Xxxxxxx, XX 00000
				Attention: Xxxxx Xxxxxx
				Facsimile: 000-000-0000

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		WESTLB AG (formerly Westdeutsche Landesbank Girozentrale), NEW YORK BRANCH
		By
				Name:
				Title:
				Address:
				Attention:
				Facsimile:
		By
				Name:
				Title:
				Address:
				Attention:
				Facsimile:
		THE ROYAL BANK OF SCOTLAND PLC
		By		/s/ ALEXANDER XXXXXXX XXXXX
				Name: Alexander Xxxxxxx Xxxxx
				Title: Attorney for the Royal Bank of Scotland PLC
				Address:
				Attention: Xxxxxxxxxx Xxxx
				Facsimile: + 44 20 7085 3931
		XXXXXXX & CO.
		By
				Name:
				Title:
				Address:
				Attention:
				Facsimile:

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