SECOND AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT

Exhibit 10.51

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

EXECUTION COPY

SECOND AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY
AND PLEDGE AGREEMENT

Dated as of July 25, 2008

among

LIONS GATE ENTERTAINMENT INC.

and

LIONS GATE UK LIMITED

and

LIONS GATE AUSTRALIA PTY LIMITED

as Borrowers

and

THE GUARANTORS REFERRED TO HEREIN

and

THE LENDERS REFERRED TO HEREIN

and

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

and
as Issuing Bank

and

WACHOVIA BANK, N.A.
as Syndication Agent

J.P. MORGAN SECURITIES INC.
as Sole Bookrunner and Sole Lead Arranger

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

Schedules

Exhibits

Annex I Intercreditor Provisions Relating to Loans by Pennsylvania Regional Center, LP I to Lions Gate Pennsylvania, Inc.

SECOND AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT, dated as of September 25, 2000, as amended and restated as of December 15, 2003 and as further amended and restated as of July 25, 2008 (as may be further amended, supplemented or otherwise modified, renewed or replaced from time to time, the “ Credit Agreement ”), among (i) LIONS GATE ENTERTAINMENT INC., a Delaware corporation (“ LGEI ”), LIONS GATE UK LIMITED, a private company limited by shares incorporated in England and Wales (the “ UK Borrower ”) and LIONS GATE AUSTRALIA PTY LIMITED, an Australian company (ACN 122 557 260) (the “ Australia Borrower ”); (ii) the Guarantors referred to herein; (iii) the Lenders referred to herein; (iv) JPMORGAN CHASE BANK, N.A., a national banking association, as agent for the Lenders (in such capacity, the “ Administrative Agent ”) and as the issuer of letters of credit (in such capacity, the “ Issuing Bank ”); (v) WACHOVIA BANK, N.A., a national banking association, as syndication agent (in such capacity, the “ Syndication Agent ”).

INTRODUCTORY STATEMENT

          All terms not otherwise defined above or in this Introductory Statement are as defined in Article 1 hereof or as defined elsewhere herein.

          On September 25, 2000 the Borrowers, certain of the Guarantors, the Administrative Agent and certain lenders entered into a Credit, Security, Guaranty and Pledge Agreement, as amended and restated as of December 15, 2003 (as amended through Amendment No. 11), providing for a secured credit facility (the “ Existing Credit Agreement ”).

          LGEI has requested that the Lenders amend and restate the Existing Credit Agreement, in order, among other things, for the Group Lenders to make available a U.S.$340,000,000 five-year senior secured revolving credit facility (the “ Facility ”).

          A portion of the Loans under the Facility (i) up to a maximum amount in U.S. Dollars and Sterling, the U.S. Dollar Equivalent of which is equal to U.S.$20,000,000, may be made in U.S. Dollars Loans and/or Sterling Loans to the UK Borrower by the UK Lender and (ii) up to a maximum amount in U.S. Dollars and Australian Dollars, the U.S. Dollar Equivalent of which is equal to U.S.$10,000,000, may be made in U.S. Dollar Loans and/or Australian Dollar Loans to the Australia Borrower by the Australia Lender.

          The proceeds of the Facility will be used to (i) finance the development, production, distribution or acquisition of intellectual properties including feature films, television, interactive media, music and video product and/or rights therein or thereto, (ii) operate physical production facilities, (iii) acquire and operate television channels and internet distribution platforms and (iv) for other general corporate purposes, including acquisitions, permitted stock repurchases and dividends.

          Pursuant to the PA Credit Agreement, the PA Lender has agreed to make loans of up to $66,000,000 to Lions Gate Pennsylvania, Inc., a Pennsylvania corporation (“ LGPA ”) to fund the production of motion pictures and television productions filmed in Pennsylvania. A cash collateral account, holding an amount equal to the principal amount of the outstanding loans made by the PA Lender, is being maintained with the Administrative Agent. The relative rights of the Group Lenders, the PA Lender and the Administrative Agent with respect to the Collateral are governed by the intercreditor provisions set forth Annex I.

          To provide assurance for the repayment of the Loans and the other Obligations of the Borrowers hereunder, the Borrowers will, among other things, provide or cause to be provided to the Administrative Agent, for the benefit of itself, the Issuing Bank and the Lenders, the following (each as more fully described herein):

(i) a guaranty of the Obligations by each of the Guarantors pursuant to Article 9 hereof;

(ii) a security interest in the Collateral from each of the Credit Parties pursuant to Article 8 hereof; and

(iii) a pledge by each of the Pledgors of the Pledged Securities owned by it pursuant to Article 10 hereof.

          Subject to the terms and conditions set forth herein, (i) the Administrative Agent is willing to act as agent for the Lenders, (ii) the Issuing Bank is willing to issue the Letters of Credit, (iii) each LGEI Lender is willing to make US. Dollar Loans to LGEI and Special Purpose Producers and to participate in the Letters of Credit as provided herein, in an aggregate amount at any one time outstanding not in excess of its Commitment hereunder, (iv) the UK Lender is willing to make Sterling Loans and U.S. Dollar Loans to the UK Borrower and to participate in the Letters of Credit as provided herein, in an aggregate amount at any one time outstanding not in excess of its Commitment hereunder and (v) the Australia Lender is willing to make Australian Dollar Loans and U.S. Dollar Loans to the Australia Borrower and to participate in the Letters of Credit as provided herein, in an aggregate amount at any one time outstanding not in excess of its Commitment hereunder.

          Accordingly, the parties hereto hereby agree as follows that, effective on the Closing Date, the Existing Credit Agreement is amended and restated in its entirety to read as follows:

1. DEFINITIONS

          For the purposes hereof unless the context otherwise requires, all Section references herein shall be deemed to correspond with Sections herein, the following terms shall have the meanings indicated, all accounting terms not otherwise defined herein shall have the respective meanings accorded to them under GAAP and all terms defined in the UCC and not otherwise defined herein shall have the respective meanings accorded to them therein. For purposes hereof, all references herein to “the date hereof” shall mean the date of this Agreement.

Unless the context otherwise requires, any of the following terms may be used in the singular or the plural, depending on the reference:

          “ Acceptable Domestic Account Debtor ” shall mean any Person listed as such on Schedule 1.2 hereto (as modified from time to time in accordance with Section 2.20).

          “ Acceptable Foreign Account Debtor ” shall mean any Person listed as such on Schedule 1.2 hereto (as modified from time to time in accordance with Section 2.20).

          “ Acceptable L/C ” shall mean an irrevocable letter of credit which (i) is in form and on terms acceptable to the Administrative Agent, (ii) is payable in Dollars at an office of the issuing or confirming bank in New York City, and (iii) is issued or confirmed by (a) any Person that on the date of issuance or confirmation of the letter of credit, is a Group Lender; (b) any commercial bank that has (or which is the principal operating subsidiary of a holding company which has) as of the time such letter of credit is issued, public debt outstanding with a rating of at least “A” (or the equivalent of an “A”) from one of the nationally recognized debt rating agencies; or (c) any other bank which the Required Lenders may in their sole discretion determine to be of acceptable credit quality.

          “ Acceptable Major Account Debtor ” shall mean any Person listed as such on Schedule 1.2 hereto (as modified from time to time in accordance with Section 2.20).

          “ Acceptable Obligor ” shall mean any of the Acceptable Domestic Account Debtors, the Acceptable Foreign Account Debtors and the Acceptable Major Account Debtors.

          “ Acceptable Tax Credit ” shall mean (A) the amount that a Credit Party is entitled to or can reasonably be expected to be entitled to receive as a refund of tax with respect to any tax credit pursuant to the provisions of the law of any State in the United States administering tax credit programs, the provisions of the federal law of the United States or the provisions of the federal law of Canada or the law of any Canadian Province (an “ Other Provincial Act ”) or the provisions of the law of the United Kingdom (“ UK Law ”) or the provisions of the law of Australia (“ Australia Law ”) or the provisions of the law of any other jurisdiction (“ Other Foreign Law ”), acceptable to the Administrative Agent, acting for itself, the Issuing Bank and the Group Lenders, or, (B) if such Credit Party has entered into a definitive, arms’ length, purchase and sale agreement for the sale of the tax credit to a third-party, such lesser amount as may have been agreed by the Credit Party with the third-party in such definitive purchase and sale agreement in respect of any such tax credits; in either case, which meets the following criteria:

(i) the tax credit is in respect of an item of Product that has commenced principal photography and that does not remain Uncompleted beyond the time period, if any, permitted under the applicable State law, federal U.S. law, federal Canadian law, Other Provincial Act, U.K. Law, Australia Law or Other Foreign Law with respect to such credit;

(ii) the Credit Party shall have delivered to the Administrative Agent the items listed in Sections 5.20 and 5.23 hereof for the applicable item of Product to the extent required thereunder;

(iii) the Credit Party has applied for and received an eligibility certificate in respect of such tax credit for such item of Product (if applicable) and has requested to be provided with an estimated amount of the tax credit to which the Credit Party will be entitled;

(iv) the amount of a refund of tax with respect to a tax credit that a Credit Party is entitled or can reasonably be expected to be entitled to receive is net of any tax, interest, penalty or other amount payable to any Governmental Authority by a Credit Party under the applicable State law, federal U.S. law, federal Canadian law, Other Provincial Act, U.K. Law, Australia Law or Other Foreign Law, as applicable, or any other amount payable by the Credit Party to any Governmental Authority to which the credit can be or has been applied by set-off or in any other manner whatsoever by any Governmental Authority;

(v) where the amount of a tax credit in respect of an item of Product or, in the case of a television series, any one season of such series, exceeds the sum of U.S.$1,000,000, the Credit Party has provided the Administrative Agent, on behalf of itself, the Issuing Bank and the Group Lenders, with an independent accountant’s opinion/review letter in form and substance satisfactory to the Administrative Agent confirming the estimated amount of the tax credit;

(vi) the amount of a refund of tax with respect to a tax credit that a Credit Party is entitled or can reasonably be expected to be entitled to receive is net of expenses relating to the filing of the eligibility certificate with the applicable Governmental Authority or any other filings or procedures necessary to receive such tax credit which have already been paid prior to determination of the amount of such Acceptable Tax Credit;

(vii) the Administrative Agent (for the benefit of itself, the Issuing Bank and the Group Lenders) has a first priority perfected security interest in the tax credit and notice of such security interest in accordance with any applicable requirements of the applicable State law, federal U.S. law, federal Canadian law, Other Provincial Act, U.K. Law, Australia Law or Other Foreign Law, as applicable, and any other relevant Governmental Authority, provided , however , that such requirement shall not apply if the Credit Party has entered into a definitive, arms’ length, purchase and sale agreement for the sale of the tax credit to a third-party; and

(viii) such other actions or requirements as the Administrative Agent or its counsel may require;

provided , however , that (x) to the extent that circumstances arise or occur that would cause the actual tax credit to be less than the amount that would be determined based on any estimated amounts as set forth on any applications for any certificate described in clause (iii) of this definition, the Acceptable Tax Credit shall be reduced to reflect the revised estimate and (y) an Acceptable Tax Credit shall cease to be an Acceptable Tax Credit (A) if the Credit Party has not filed its return of income and all other certificates, forms and documents required under the applicable legislation to be filed together therewith in order to claim such tax credit within 6 months from the end of the tax year of such Credit Party; provided , however , that such requirement shall not apply if such Credit Party has entered into a definitive, arms’ length,

purchase and sale agreement for the sale of the tax credit to a third-party, or (B) if the relevant Governmental Authority has (i) denied the Credit Party’s application of the applicable certificate set forth in clause (iii) of this definition, (ii) not issued the applicable certificate within fifteen months following the Credit Party’s application thereof or (iii) revoked or notified the Credit Party of their intention to revoke such certificate.

          “ Acquisition ” shall mean any purchase or acquisition of (i) any film or television library, (ii) all or substantially all of the assets of any Person, or (iii) 50% or more of the outstanding stock or other equity interests of any Person.

          “ Administrative Agent ” shall mean JPMorgan Chase Bank, in its capacity as agent for the Lenders hereunder or such successor Administrative Agent as may be appointed pursuant to Section 12.11 hereof.

          “ Affiliate ” shall mean any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, another Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if such latter Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such controlled Person whether by contract or otherwise.

          “ Affiliated Group ” shall mean a group of Persons, each of which is an Affiliate (other than by reason of having common directors or officers) of some other Person in the group.

          “ Allowable Amount ” shall mean, with respect to any Acceptable Obligor, such amount as may be specified on Schedule 1.2 hereto (as applicable) as the maximum aggregate exposure for such Acceptable Obligor (as modified from time to time in accordance with Section 2.20 hereof).

          “ Alternate Base Rate ” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect for such day plus ¹ / 2 of 1%. For purposes hereof, “ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City. “ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on

the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          “ Alternate Base Rate Loan ” shall mean a Loan based on the Alternate Base Rate in accordance with the provisions of Article 2 hereof.

          “ Amendment No. 11 ” shall mean that certain Amendment No. 11 to the Existing Credit Agreement dated as of April 10, 2008.

          “ Annex I ” shall mean Annex I attached hereto, which shall be in the form attached to Amendment No. 11.

          “ Applicable Law ” shall mean all provisions of statutes, rules, regulations and orders of the United States or Canada, any state or province thereof or municipality therein or of any foreign governmental body or of any regulatory agency applicable to the Person in question, and all orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party.

          “ Applicable Margin ” shall mean (i) in the case of U.S. Dollar Loans that are Alternate Base Rate Loans, 1.25% per annum, (ii) in the case of U.S. Dollar Loans that are Eurodollar Loans, 2.25% per annum, (iii) in the case of Sterling Eurodollar Loans, 2.25% per annum and (iv) in the case of Australian Dollar Eurodollar Loans, 2.25% per annum.

          “ Approved Completion Guarantor ” shall mean a financially sound and reputable completion guarantor approved by the Administrative Agent. The Administrative Agent hereby pre-approves as a completion guarantor (i) Fireman’s Fund Insurance Company, acting through its agent, International Film Guarantors, L.P. (the general partner of which is International Film Guarantors, Inc.) and (ii) Film Finances, Inc. and its Affiliates (including Film Finances Canada Ltd.) that are insured under the same Lloyds of London insurance policies as Film Finances, Inc. (only to the extent the completion guaranty is accompanied by a Lloyds of London “cut-through endorsement”); provided , however , that any such pre-approval may be revoked by the Administrative Agent if deemed appropriate in its sole discretion or if so instructed by the Required Lenders, at any time upon 30 days prior written notice to the Borrowers; but further , provided , that such pre-approval may not be revoked with regard to an item of Product if a Completion Guaranty has already been issued for such item of Product.

          “ Assignment and Acceptance ” shall mean an agreement substantially in the form of Exhibit J hereto or such other form as is acceptable to the Administrative Agent, executed by the assignor, assignee and other parties as contemplated thereby.

          “ Australia Borrower Commitment ” shall mean the commitment of the Australia Lender to make Loans to the Australia Borrower (in accordance with Section 2.22) in either U.S. Dollars or Australian Dollars from the Closing Date through the Commitment Termination Date up to an aggregate amount at any one time outstanding, such that the sum of the outstanding amount of U.S. Dollar Loans to the Australia Borrower plus the U.S. Dollar Equivalent of outstanding Australian Dollar Loans does not at any time exceed the Australia Sublimit, as such amount may be reduced from time to time in accordance with the terms of this Credit Agreement.

          “ Australia Borrower Facility ” shall mean a revolving credit facility providing for the making of Australian Dollar Loans and/or U.S. Dollar Loans to the Australia Borrower in accordance with the Australia Borrower Commitment.

          “ Australia Borrower Loans ” shall mean U.S. Dollar Loans and/or Australian Dollar Loans, as applicable, made to the Australia Borrower in accordance with Section 2.22 hereof.

          “ Australia Lender ” shall mean (i) JPMorgan Chase Bank, N.A. or one of its Affiliates, and (ii) any assignee of an Australia Lender pursuant to Section 13.3 hereof.

          “ Australia Sublimit ” shall mean U.S.$10,000,000.

          “ Australian Dollar” and “AU$ ” shall mean lawful money of Australia.

          “ Australian Dollar Clearing Account ” shall mean such Australian Dollar denominated account of the Administrative Agent as may be designated by the Administrative Agent from time to time.

          “ Australian Dollar Eurodollar Loan ” shall mean an Australian Dollar Loan based on the Australian Dollar LIBO Rate in accordance with the provisions of Article 2 hereof.

          “ Australian Dollar LIBO Rate ” shall mean, with respect to the Interest Period for an Australian Dollar Eurodollar Loan, an interest rate per annum equal to the BBA Interest Settlement Rate per annum at which deposits in Australian Dollars are offered in London, England to prime banks in the London interbank market for such Interest Period as displayed on Telerate Screen page 3750 as of 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Australian Dollar Eurodollar Loan comprising part of such Borrowing to be outstanding during such Interest Period. Telerate Screen page 3750 means the display designated as page 3750 on the Dow Jones Telerate Service (or such other page as may replace page 3750 on that service or such other service as may be nominated by the BBA as the information vendor for the purpose of displaying BBA Interest Settlement Rates for deposits in Australian Dollars). If such rate does not appear on Telerate Screen page 3750 on any relevant date for the determination of the Australian Dollar LIBO Rate, the Australian Dollar LIBO Rate shall be an interest rate equal to the rate per annum of the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Australian Dollars are offered to the principal office of the Administrative Agent in London, England by prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the Australian Dollar Eurodollar Loan comprising part of such Borrowing to be outstanding during such Interest Period

          “ Australian Dollar Loans ” shall mean the loans made hereunder denominated in Australian Dollars in accordance with Section 2.22 hereof.

          “ Authorized Officer ” shall mean the Vice-Chairman, the Chief Executive Officer or the Chief Financial Officer of a Borrower.

          “ Bankruptcy and Insolvency Act ” shall mean the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as heretofore and hereafter amended.

          “ Bankruptcy Code ” shall mean the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, as codified at 11 U.S.C. § 101 et seq .

          “ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

          “ Borrower ” shall mean LGEI, except that (i) with respect to the UK Borrower Loans, Borrower shall mean the UK Borrower and (ii) with respect to the Australia Borrower Loans, Borrower shall mean the Australia Borrower; provided , however , that for the purposes of Articles 8, 9 and 12 hereof, the term “Borrower” shall also include the PA Borrowers in respect of the PA Obligations.

          “ Borrowing ” shall mean a group of Loans of a single Interest Rate Type and as to which a single Interest Period is in effect on a single day.

          “ Borrowing Base ” shall mean, at any date for which the amount thereof is to be determined, an amount equal to the aggregate (without double counting) of the following:

(i) 100% of Eligible Receivables from Acceptable Major Account Debtors, plus

(ii) 100% of Eligible L/C Receivables, plus

(iii) 90% of Eligible Receivables from Acceptable Domestic Account Debtors, plus

(iv) 85% of Eligible Receivables from Acceptable Foreign Account Debtors, plus

(v) 75% of Acceptable Tax Credits for which a Credit Party has not received the applicable certificate referred to in clause (iii) of the definition of “Acceptable Tax Credit”, and 85% of Acceptable Tax Credits thereafter, plus

(vi) 50% of Other Domestic Receivables, plus

(vii) 50% of Other Foreign Receivables, plus

(viii) 50% of the Eligible Library Amount, plus

(ix) 100% of amounts held in the Cash Collateral Account(s) (other than cash collateral provided in connection with the Pennsylvania Regional Financing Arrangement), plus

(x) the lesser of fifty percent (50%) of the book value of physical videocassette inventory or U.S.$10,000,000, plus

(xi) in the case of an item of Product which is intended for domestic theatrical release, the Home Video Credit plus the Pay Television Credit plus the Free Television Credit; provided , however , that if any such Product has not had a general theatrical release in the United States

within twelve months of its Completion, the Borrowers shall no longer be entitled to include the foregoing credits in respect of such item of Product in the Borrowing Base, plus

(xii) in the case of an item of Product which is intended as a direct to video release, the Direct To Video Credit; provided , however , that if such Product has not been released in the domestic home video market within twelve months of its Completion, the Borrowers shall no longer be entitled to include the foregoing credits in respect of such item of Product in the Borrowing Base, plus

(xiii) in the case of an item of Product which is intended for foreign exploitation, the Foreign Rights Credit; provided , however , that if such item of Product has not been released in a major foreign territory within 12 months of its Completion, the Borrowers shall no longer be entitled to include the foregoing credits in respect of such item of Product in the Borrowing Base, plus

(xiv) in the case of an item of Product that has been released on at least 600 screens, 50% of any Credit Parties’ share of the “P&A” expenditures for such item of Product; provided , that such amount shall be reduced by the theatrical rentals for such item of Product; provided , further , that, in any event, such credit shall expire upon the earlier of (a) the home video “street date” or (b) six months after the theatrical release date of such item of Product, minus

(xv) to the extent not otherwise deducted in computing the Borrowing Base, the aggregate amount of all accrued but unpaid residuals owed to any trade guild with respect to any item of Product, to the extent that the obligation of any Credit Party to pay such residuals is secured by a security interest in such item of Product or rights therein or proceeds thereof, which security interest is not subordinated to the security interests of the Group Lenders (but the amount deducted with respect to any such item of Product shall not exceed the amount included in the Borrowing Base attributable to such item of Product).

provided , however , that

(a) the amount included in the Borrowing Base at any time for Other Domestic Receivables and Other Foreign Receivables (in each case, other than theatrical receivables) shall not exceed U.S.$30,000,000 in the aggregate for all such receivables or U.S.$500,000 for any domestic obligor or U.S.$500,000 for any foreign obligor;

(b) the portion of the Borrowing Base attributable at any time to each item of Product which has not yet been Completed shall not exceed the Credit Parties’ investment in such item of Product, or if pursuant to the other provisions hereof a Completion Guaranty is required for such item of Product, such lesser amount as would be payable to the Administrative Agent by the completion guarantor under such Completion Guaranty in the event such Product is not timely Completed and delivered to the Borrowers (except that if a Letter of Credit is issued hereunder in order to support the applicable Credit Party’s minimum payment obligation to acquire distribution rights in an item of Product, amounts attributable to such rights may be included in the Borrowing Base (even though the item of Product has not yet been Completed) but only if (A) proof of Completion of the Item of Product must be presented in order to draw under the Letter of Credit and (B) the portion of the Borrowing Base attributable to such Item of Product does not exceed the amount of such Letter of Credit for such Item of Product);

(c) the portion of the Borrowing Base attributable to Acceptable Tax Credits shall not exceed 10% of the total Borrowing Base;

(d) no amounts shall be included in the Borrowing Base which are attributable to an item of Product or right in which a Credit Party cannot warrant sufficient title to the underlying rights;

(e) no amount shall be included in the Borrowing Base unless the Administrative Agent (for the benefit of itself, the Issuing Bank and the Group Lenders) has a first priority perfected security interest in such amounts except for amounts attributable to items of Product for which a guild has a first priority security interest pursuant to an intercreditor agreement entered into between such guild and the Administrative Agent in accordance with Section 6.2(e) hereof;

(f) no additional amounts attributable to Acceptable Tax Credits shall be included in the Borrowing Base after six months before the scheduled Maturity Date;

(g) the portion of the Borrowing Base attributable to any of the Home Video Credit, Pay Television Credit, Free Television Credit, Direct to Video Credit or Foreign Rights Credit shall not exceed 90% of the Production Exposure for all such items of Product to which such credits relate;

(h) the portion of the Borrowing Base attributable to items of Product, Eligible Receivables, Other Domestic Receivables, Other Foreign Receivables or any other items owned by the UK Borrower or its Subsidiaries, in the aggregate, shall not exceed the lesser of (A) the UK Sublimit or (B) the principal amount of Loans outstanding to the UK Borrower;

(i) the portion of the Borrowing Base attributable to items of Product, Eligible Receivables, Other Domestic Receivables, Other Foreign Receivables or any other items owned by the Australia Borrower or its Subsidiaries, in the aggregate, shall not exceed the lesser of (A) the Australia Sublimit or (B) the principal amount of Loans outstanding to the Australia Borrower; and

(j) no Borrowing Base credit shall be given for items of Product, Eligible Receivables, Other Domestic Receivables, Other Foreign Receivables or any other items owned by the Australia Borrower or its Subsidiaries unless and until the Administrative Agent has been granted a satisfactory perfected first priority security interest under Australian law in all of the assets of the Australia Borrower or its Subsidiaries, as applicable.

          “ Borrowing Base Certificate ” shall have the meaning given to such term in Section 5.1(d) hereof.

          “ Borrowing Certificate ” shall mean a borrowing certificate, substantially in the form of Exhibit H hereto, to be delivered by the Borrowers to the Administrative Agent in connection with each Borrowing.

          “ Budgeted Negative Cost ” shall mean, with respect to any item of Product, the amount of the cash budget (stated in U.S. Dollars) for such item of Product including all costs customarily included in connection with the acquisition of all underlying literary, musical and other rights with respect to such item of Product and in connection with the preparation,

production and completion of such item of Product, including costs of materials, equipment, physical properties, personnel and services utilized in connection with such item of Product, both “above-the-line” and “below-the-line”, any Completion Guaranty fee, and all other items customarily included in negative costs, including finance charges and interest expense, but excluding production fees, overhead charges or other fees, charges or costs payable to a Credit Party, except to the extent such payments to a Credit Party are reimbursements for production or development costs advanced by a Credit Party to a Person that is not a Credit Party.

          “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banks are required or permitted to close in the State of New York or the State of California; provided , however , that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings (i) in Dollar deposits on the London Interbank Market or (ii) Sterling and Australian Dollar deposits on the London Interbank Market or the principal financial center of the country in which payment or purchase of such currency can be made.

          “ Capital Expenditures ” shall mean, with respect to any Person for any period, the sum of (i) the aggregate of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period which, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items included in cash flows (including Capital Leases) and (ii) to the extent not covered by clause (i) hereof, the aggregate of all expenditures properly capitalized in accordance with GAAP by such Person to acquire, by purchase or otherwise, the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any other Person (other than the portion of such expenditures allocable in accordance with GAAP to net current assets or which is allocable to the acquisition of items of Product).

          “ Capital Lease ”, as applied to any Person, shall mean any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

          “ Cash Collateral Accounts ” shall have the meaning given to such term in Section 11.1 hereof.

          “ Cash Equivalents ” shall mean (i) marketable securities issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (ii) time deposits, demand deposits, certificates of deposit, acceptances or prime commercial paper or repurchase obligations for underlying securities of the types described in clause (i), entered into with any Group Lender or any commercial bank having a short-term deposit rating of at least A-2 or the equivalent thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s Investors Service, Inc., (iii) commercial paper with a rating of A-1 or A-2 or the equivalent thereof by Standard & Poor’s Corporation or P-1 or P-2 or the equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing within twelve months after the date of acquisition, (iv) money market mutual funds, or (v) other short-term liquid investments approved in writing by the Administrative Agent.

          “ CCQ ” shall mean the Civil Code of Quebec as in effect in the province of Quebec on the date of execution of this Credit Agreement (as amended from time to time).

          “ Chain of Title ” shall have the meaning given to such term in Section 5.20 hereof.

          “ Change in Control ” shall mean (i) any Person or group (such term being used as defined in Section 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Persons or groups (or any Subsidiary of such Person or groups) acceptable to the Administrative Agent, acquires ownership or control of in excess of 20% of equity securities having voting power to vote in the election of the Board of Directors of LGEC either on a fully diluted basis or based solely on the voting stock then outstanding or (ii) if at any time, individuals who as of the Closing Date constituted the Board of Directors of LGEC (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of LGEC, as the case may be, was approved by a vote of the majority of the directors then still in office who were either directors at the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of LGEC then in office or (iii) any change of control as defined in the Indenture for the Convertible Senior Subordinated Notes.

          “ Change in Management ” shall mean that (a) any three of (i) Jon Feltheimer, (ii) Michael Burns, (iii) Joseph Drake or (iv) Steven Beeks (a “ Key Manager ”) shall cease for any reason, including, without limitation, termination of employment, death or disability (the term “disability” or “disabled” as used herein meaning an inability continuing for one hundred and eighty (180) consecutive days (the “ Disability Period ”) to materially perform the functions and services currently being performed by such Person), to materially perform the functions and services currently being performed for the Borrowers by such Person and (b) the Borrowers shall fail, for a period of ninety (90) consecutive days following the last day of the Disability Period in which a Key Manager may be considered disabled or the day on which a Key Manager shall have otherwise ceased to materially perform his executive functions with the Borrowers as aforesaid, to replace such Key Manager with an individual acceptable to the Required Lenders in their sole discretion. Any replacement for a Key Manager shall be deemed acceptable to the Required Lenders unless, within 30 days after receiving a written notice from the Borrowers containing the name of the proposed replacement, the Administrative Agent notifies the Borrowers in writing that the Required Lenders object to such replacement.

          “ Clearing Account ” shall mean the account of the Administrative Agent maintained at the office of JPMorgan Chase Bank, Loan and Agency Services Group, 10 South Dearborn, Floor 7, Chicago, Illinois 60603, Attention: LaTanya Driver, Account Name: Loan Processing DP, Account No.: 9008113381c2673, Ref: Lions Gate Entertainment.

          “ Closing Date ” shall mean the date on which the conditions precedent set forth in Section 4.1 hereof have been satisfied or waived.

          “ Code ” shall mean the Internal Revenue Code of 1986 and the rules and regulations issued thereunder, as now and hereafter in effect, as codified at 26 U.S.C. § 1 et seq. or any successor provision thereto.

          “ Collateral ” shall mean with respect to each Credit Party, all of such Credit Party’s right, title and interest in and to all personal property, tangible and intangible, wherever located or situated and whether now owned, presently existing or hereafter acquired or created, including, but not limited to, all goods, accounts, instruments, intercompany obligations, contract rights, partnership and joint venture interests, documents, chattel paper, general intangibles, goodwill, equipment, machinery, inventory, investment property, copyrights, trademarks, trade names, insurance proceeds, cash, deposit accounts and the Pledged Securities, and any proceeds thereof, products thereof or income therefrom, further including but not limited to, all of such Credit Party’s right, title and interest in and to each and every item and type of Product, the scenario, screenplay or script upon which an item of Product is based, all of the properties thereof, tangible and intangible, and all domestic and foreign copyrights and all other rights therein and thereto, of every kind and character, whether now in existence or hereafter to be made or produced, and whether or not in possession of such Credit Party, including with respect to each and every item of Product and without limiting the foregoing language, each and all of the following particular rights and properties (to the extent they are now owned or hereafter created or acquired by such Credit Party):

(i) all scenarios, screenplays and/or scripts at every stage thereof;

(ii) all common law and/or statutory copyright and other rights in all literary and other properties (hereinafter called “ said literary properties ”) which form the basis of such item of Product and/or which are or will be incorporated into such item of Product, all component parts of such item of Product consisting of said literary properties, all motion picture rights in and to the story, all treatments of said story and said literary properties, together with all preliminary and final screenplays used and to be used in connection with such item of Product, and all other literary material upon which such item of Product is based or from which it is adapted;

(iii) all motion picture rights in and to all music and musical compositions used and to be used in such item of Product, if any, including, each without limitation, all rights to record, rerecord, produce, reproduce or synchronize all of said music and musical compositions in and in connection with motion pictures;

(iv) all tangible personal property relating to such item of Product, including, without limitation, all exposed film, developed film, positives, negatives, prints, positive prints, answer prints, special effects, preparing materials (including interpositives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and matrices, and all other forms of pre-print elements), sound tracks, cutouts, trims and any and all other physical properties of every kind and nature relating to such item of Product whether in completed form or in some state of completion, and all masters, duplicates, drafts, versions, variations and copies of each thereof, in all formats whether on film, videotape, disk or other optical or electronic media or otherwise and all music sheets and promotional materials relating to such item of Product (collectively, the “ Physical Materials ”);