FIRST AMENDMENT TO LG FILM FINANCE I, LLC MASTER COVERED PICTURE PURCHASE AGREEMENT AND MASTER GLOSSARY OF DEFINITIONS AND RULES OF CONSTRUCTION; MASTER DISTRIBUTION AGREEMENT; AND FILMCO OPERATING AGREEMENT

Exhibit 10.49

CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “*****.” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

FIRST AMENDMENT
TO LG FILM FINANCE I, LLC
MASTER COVERED PICTURE PURCHASE AGREEMENT
AND MASTER GLOSSARY OF DEFINITIONS
AND RULES OF CONSTRUCTION;
MASTER DISTRIBUTION AGREEMENT;
AND FILMCO OPERATING AGREEMENT

     This first amendment dated January 30, 2008 (the “ First Amendment ”) is entered into by and among LG Film Finance I, LLC (“ FilmCo ”), Lions Gate Films, Inc. (“ LGF ”), and Pride Pictures, LLC (“ FundCo ”) and amends (i) that certain Master Covered Picture Purchase Agreement dated May 25, 2007 (the “ Master Covered Picture Purchase Agreement ”); and (2) the Master Glossary of Definitions and Rules of Construction (the “ Glossary ”) attached to the Master Covered Purchase Agreement as Schedule A and is made with reference to the following facts:

     Whereas, FilmCo and LGF entered into the Master Covered Picture Purchase Agreement;

     Whereas, FilmCo and FundCo entered into that certain Limited Liability Company Operating Agreement for LG Film Finance I, LLC effective as of May 25, 2007 (the “ FilmCo Operating Agreement ”); and

     Whereas, LGF, FilmCo and FundCo have discussed amending the Master Covered Picture Purchase Agreement and the Glossary;

     Now, therefore, for good and valuable consideration, the parties hereto hereby agree as follows:

     1.  Amendment to the Glossary / Definition of Excluded Picture .

          a. A new Subpart (iv) of the definition of “Excluded Picture” set forth in the Glossary shall be added which shall read as follows:

          “(iv) subject to the terms of the First Amendment, all Reduced Back-End Pictures.”

     2.  Amendment to Glossary / ***** . Subpart (ii) of the definition of “Excluded Picture” set forth in the Glossary is amended by adding the following at the end of such subpart:

“, other than the Motion Picture presently entitled “*****” which shall be a Covered Picture and a Sequel (but excluding any and all Sequels thereto), which FilmCo agrees to purchase pursuant to the Master Covered Picture Purchase Agreement provided it satisfies the Covered Picture Criteria,”

     3.  Amendments to Glossary / New Terms . The Glossary is amended by adding the following new defined terms in appropriate alphabetical order therein:

“ Reduced Back-End Picture ” means a Picture that when applying the Calculation (and after giving effect to any accommodations granted by LG to its portion of Adjusted Receipts which accommodations shall apply to the Allocable Share of each of LGE and FundCo with respect to such Picture under the Transaction Documents) would result in the amount payable to FundCo by FilmCo being less than a dollar amount equal to ***** of one hundred percent (100%) of the Assumed Gross Receipts for such Picture and in all other respects is a Covered Picture.

“ Assumed Gross Receipts ” means ***** of domestic Gross Receipts with ***** of such amount coming from Home Video.

“ Calculation ” means with respect to each Covered Picture the following: (i) Assumed Gross Receipts (irrespective of subsequent actual Gross Receipts), less (ii) (a) Third Party Participations, other than (1) Third Party Participations set forth in clause (i) of the definition of Co-Financing Transaction, (2) residuals, and (3) net profit participations and adjusted gross receipt participations with definitions less favorable than that of FilmCo , only if the sum of such net profit participations and adjusted receipt gross participations do not exceed ***** of one hundred percent (100%) of Assumed Gross Receipts, and (b) the Distribution Fee.

Example . For illustrative purposes only, the following is an example of the Calculation and shall not modify the Transaction Documents including this First Amendment:

Assumptions :

	(1)		***** in Assumed Gross Receipts
	(2)		Talent participation: ***** of Gross Receipts at cash break-even, with home video royalties at *****.
	(3)		Co-financiers: ***** to LGF and ***** to Co-Financier with costs off the top

Calculation :

		Distribution Fee		= *****
		Talent Participation		= ***** [***** of (Non-Home Video revenues
				***** Home Video revenues)]
		Co-Financier Participation		= ***** [***** of (***** less ***** talent
				participation)]
		Percent payable to FilmCo		= *****
		Adjusted Receipts payable to FundCo		= *****

     4.  Covered Pictures . Subject to the terms of Section 6 of this First Amendment, the Pictures set forth in and based on the information set forth on Schedule A attached hereto shall not for the purposes of the Transaction Documents be Reduced Back-End Pictures (notwithstanding that the Calculation may result in such Picture being a Reduced Back-End Picture) and shall be Covered Pictures provided each of the Covered Picture Criteria are satisfied without regard to such Motion Picture being a

Reduced Back-End Picture (the “ Scheduled Pictures ”). The Parties hereto agree that the order of release of the Scheduled Pictures may change and such change will not result in a Scheduled Picture becoming and Excluded Picture unless a Scheduled Picture is not one of the first twenty-three (23) Covered Pictures.

     5.  Change in Primary Economic Terms / New Pictures .

          a.  Change in Primary Economic Term . If prior to the Initial Investment Date with respect to a Scheduled Picture, and provided such Scheduled Picture satisfies the Covered Picture Criteria (other than such Scheduled Picture being a Reduced Back-End Picture), there is a change in the economic terms with respect to such Scheduled Picture which would reduce the amount of Adjusted Receipts payable to FundCo using the Calculation and as a result such Picture becomes a Reduced Back-End Picture or was a Reduced Back-End Picture, then FilmCo shall have the right to elect to have such Scheduled Picture be an Excluded Picture as a result of such change, provided that any change that would not be reasonably anticipated to result in a reduction of the Adjusted Receipts using the Calculation would not require any notice from LG. The election by FilmCo shall be made by FundCo on behalf of FilmCo. The election by FilmCo shall be in writing (as either an affirmative “Yes, the Scheduled Picture shall remain a Covered Picture” or “No, the picture should be an Excluded Picture”) and shall be made no later than ten (10) Business Days following receipt by FilmCo of written notice (the “ Scheduled Picture Change Notice ”) from LGF that there has been a change in the economic terms with respect to such Scheduled Picture that would reduce the amount of Adjusted Receipts payable to FundCo using the Calculation. If FilmCo elects to keep such Scheduled Picture as a Covered Picture or fails to respond in writing with an election within the ten (10) Business Day period, then such Scheduled Picture shall remain a Covered Picture for all purposes of the Transaction Documents. If FilmCo elects not to have such Scheduled Picture remain a Covered Picture then the Excluded Picture shall be an Excluded Picture for all purposes of the Transaction Documents.

          b.  New Pictures . With respect to Reduced Back-End Pictures that are not Scheduled Pictures and that otherwise satisfy each of the Covered Picture Criteria, FilmCo shall have the right to elect to have such Reduced Back-End Picture be a Covered Picture. The election by FilmCo shall be made by FundCo on behalf of FilmCo. The election by FilmCo shall be in writing (as either an affirmativ