AMENDMENT NO. 3 dated as of December 31, 2004 to the Amendedand Restated Credit, Security, Guaranty and Pledge Agreementdated as of December 15, 2003 among Lions Gate EntertainmentCorp. and Lions Gate Entertainment Inc. (together, theBorrowers), the Guarantors named therein, the Lenders referredto therein, JPMorgan Chase Bank, National Association (formerlyknown as JPMorgan Chase Bank), as Administrative Agent and asIssuing Bank for the Lenders (the Agent), JPMorgan Chase Bank,National Association Toronto Branch (formerly known as JPMorganChase Bank, Toronto Branch) as Canadian Agent, Fleet NationalBank , as Co-Syndication Agent and BNP Paribas, as Co-SyndicationAgent (as the same may be amended, supplemented or otherwisemodified, the Credit Agreement). INTRODUCTORY STATEMENT

EXHIBIT 10.1

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 Morgan, Lewis & Bockius 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:

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