Contract

EXHIBIT 10.2

AMENDMENT NO. 4 dated as of February 15, 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 BIW 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 “2005 Convertible Subordinated Notes” appearing in Article 1 of the Credit Agreement is hereby amended by adding the clause “provided that the principal amount of the notes may be increased to $175,000,000 in the event the notes are over-subscribed” after the words “$150,000,000 in the aggregate” appearing therein.

(B) Section 6.4 of the Credit Agreement is hereby amended by (a) deleting the proviso appearing in clause (xv) thereof and (b) adding a new clause (xix) at the end thereof that reads as follows: “(xix) the purchase of call options to hedge the Borrowers’ exposure in connection with the issuance of the 2005 Convertible Subordinated Notes which call options are to be settled on a net basis”.

(C) Section 6.5 of the Credit Agreement is hereby amended by replacing clause (vii) thereof in its entirety with a new clause (vii) that reads as follows:

“(vii) stock buy-backs in an aggregate amount of $25,000,000 which amount shall be increased after the issuance of the 2005 Convertible Subordinated Notes to the lesser of (a) $75,000,000 and (b) 50% of the cash proceeds from the issuance of the 2005 Convertible Subordinated Notes net of all costs of the issuance and any associated costs of hedging arrangements provided that, (x) no Default or Event of Default shall be continuing after giving effect on a pro forma basis to such stock buy-backs and (y) to the extent that some or all of the stock buy-backs occur more than six months after the issuance of the 2005 Convertible Subordinated Notes, at the time of each such stock buy-back there must be Borrowing Base, as shown on the most recently delivered Borrowing Base Certificate, in excess of the Total Revolving Credit Commitments in an amount equal to or greater than the aggregate amount of all stock buy-backs occurring more than six months after the issuance of the 2005 Convertible Subordinated Notes.

(D) Section 6.5 of the Credit Agreement is hereby further amended by adding a new clause (xii) at the end thereof that reads as follows: “(xii) payments for the purchase of call options to hedge the Borrowers’ exposure in connection with the issuance of the 2005 Convertible Subordinated Notes which call options are to be settled on a net basis”.

(E) Section 6.7(b) of the Credit Agreement is hereby amended by deleting the proviso appearing at the end of clause (ii) thereof.

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:

(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) the receipt by the Agent of all fees as set forth in Section 5 of this Amendment; and

(C) 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. Fees. The Borrowers agree to pay the Agent for the account of each of the Lenders who executes this Agreement by February 15, 2005, a fee equal to .25% of the Commitment of each such Lender under the Credit Agreement.

Section 6. 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 7. Fundamental Documents. This Amendment is designated a Fundamental Document by the Agent.

Section 8. 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 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 10. 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 11. 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 12. 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.

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 Xxxxx



	Name: XXXXX XXXXX
	Title: EXEC. VP & GENERAL COUNSEL
	BUSINESS & LEGAL AFFAIRS

	LIONS GATE ENTERTAINMENT INC.


	By	/s/ Xxxxx Xxxxx



	Name: XXXXX XXXXX
	Title: EXEC. VP & GENERAL COUNSEL
	BUSINESS & LEGAL AFFAIRS

	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.

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.


	SILENT DEVELOPMENT CORP.
	VESTRON INC.


	By:	/s/ Xxxxx Xxxxx



	Name: XXXXX XXXXX
	Title: EXEC. VP & GENERAL COUNSEL
	BUSINESS & LEGAL AFFAIRS

	XXXXX WITCH FILM PARTNERS LTD.
	By: Artisan Filmed Productions Inc.
	Its: General Partner


	By:	/s/ Xxxxx Xxxxx



	Name: XXXXX XXXXX
	Title: EXEC. VP & GENERAL COUNSEL
	BUSINESS & LEGAL AFFAIRS

	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


BANK LEUMI USA

By	/s/ Xxxxxxx Xxxxxxx

	Name:	Xxxxxxx Xxxxxxx
	Title:	Vice President
	Address:	0000 Xxxxxxxx Xxxx # 000
	Xxxxxxxxx:	X. Xxxxxxx
	Facsimile:	000 000 0000

BNP PARIBAS

By	/s/ Xxxxxxxxxx Xxxxxxx

	Name:	Xxxxxxxxxx Xxxxxxx
	Title:	Director
	Address:	000 X. Xxxxxxxx Xx. #0000
	Attention:	Xxx Xxxxxxx, XX 00000
	Facsimile:	Attn: Xxxxxxxxxx Xxxxxxx
		Fax: 000-000-0000

By	/s/ Xxxxx Xxxxxxx

	Name:	Xxxxx Xxxxxxx
	Title:	Managing Director
	Address:	000 X. Xxxxxxxx Xx. #0000
	Attention:	Xxx Xxxxxxx, XX 00000
	Facsimile:	Attn: Xxxxx Xxxxxxx
		Fax: 000-000-0000

CITY NATIONAL BANK

By	/s/ ILLEGIBLE

	Name:	ILLEGIBLE
	Title:	Senior Vice President
	Address:
	Attention:
	Facsimile:


FLEET NATIONAL BANK

By	/s/ Xxx Xxxxx

	Name:	Xxx Xxxxx
	Title:	Vice President
	Address:	000 Xxxxxxx Xxx, XX, XX 00000
	Attention:
	Facsimile:	212-503-7173

ISRAEL DISCOUNT BANK OF NEW YORK

By	/s/ Xxxx X. Xxxxxxxxx

	Name:	Xxxx X. Xxxxxxxxx
	Title:	First Vice President
	Address:
	Attention:
	Facsimile:

By	/s/ Xxxxx Xxxxxxx

	Name:	Xxxxx Xxxxxxx
	Title:	Assistant Vice President
	Address:
	Attention:
	Facsimile:

XX XXXXXX XXXXX BANK N.A., TORONTO
BRANCH, individually and as Canadian Agent

By	/s/ Xxxx XxXxxxxx

	Name:	Xxxx XxXxxxxx
	Title:	Vice President
	Address:
	Attention:
	Facsimile:


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:	213-489-6028

U.S. NATIONAL BANK ASSOCIATION

By	/s/ Xxxx X. Xxxxxxxxx

	Name:	Xxxx X. Xxxxxxxxx
	Title:	Senior Vice President
	Address:
	Attention:
	Facsimile:

SOCIETE GENERALE

By	/s/ Xxxx Xxxxx

	Name:	Xxxx Xxxxx
	Title:	Managing Director
	Address:	0000 Xxxxxx xx xxx Xxxxxxxx
		Xxx Xxxx, XX 00000
	Attention:	Xxxx Xxxxx
	Facsimile:	(000) 000-0000

THE XXXXX XXXXXXX ORGANIZATION, a
division of Imperial Capital Bank

By	/s/ ILLEGIBLE

	Name:	ILLEGIBLE
	Title:
	Address:
	Attention:
	Facsimile:


XXXXX XXXX XX XXXXXXXXXX, N.A.

By	/s/ Xxx Xxxxx

	Name:	Xxx Xxxxx
	Title:	AVP
	Address:	000 X. Xxxxxxxx Xx., 00^xx Xx.
		Xxx Xxxxxxx, XX 00000
	Attention:	Xxxxx Xxxxxx
	Facsimile:	000-000-0000

WESTLB AG (formerly Westdeutsche Landesbank
Girozentrale), NEW YORK BRANCH

By	/s/ Xxxxxxx Xxxxxx

	Name:	Xxxxxxx Xxxxxx
	Title:	Managing Director
	Address:
	Attention:
	Facsimile:

By	/s/ Xxxxx Xxxxx

	Name:	Xxxxx Xxxxx
	Title:	Managing Director
	Address:
	Attention:
	Facsimile:

THE ROYAL BANK OF SCOTLAND PLC

By	/s/ Alexander Xxxxxxx Xxxxx

	Name:	Alexander Xxxxxxx Xxxxx
	Title:	As authorised signatory for The Royal Bank of Scotland PLC
	Address:	000 Xxxxxxxxxxx, Xxxxxx XX0X
		0XX, Xxxxxxx
	Attention:	Xxxxxxxxxx Xxxx X’Xxxxxx
	Facsimile:	00 44 20 7085 3931

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