Amended and Restated Credit, Security, Guaranty and Pledge Agreement

Exhibit 10.50

EXECUTION COPY

AMENDMENT NO. 11 dated as of April 10, 2008 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 “ Administrative Agent ”), JPMorgan Chase Bank, National Association Toronto Branch (formerly known as JPMorgan Chase Bank, Toronto Branch) as Canadian Agent, Bank of America, N.A. (as successor by merger to Fleet National Bank), as Co-Syndication Agent and BNP Paribas, as Co-Syndication Agent (as the same is hereby amended and 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.

     Pursuant to Amendment Number 10 to the Credit Agreement dated as of August 8, 2007 (“ Amendment No. 10 ”), the Credit Agreement was amended to, among other things, permit PA Lender (as defined below) to make loans of up to $60,000,000 to Lions Gate Pennsylvania, Inc., a Pennsylvania corporation (“ LGPA ”) substantially on the terms set forth in Schedule 1.7 thereof to fund the production of motion pictures and televisions shows in the Pennsylvania Regional Center subject to the requirements that (i) the PA Lender has entered into an intercreditor agreement with the Administrative Agent reasonably satisfactory to the Administrative Agent in all respects and (ii) a cash collateral account, holding an amount equal to the principal amount of the outstanding loans made by the PA Lender, is maintained with the Administrative Agent.

     In order to (i) implement Amendment No. 10, (ii) provide guarantees and a security interest in the Film Library (as defined below) to the PA Lender for the obligations under the PA Credit Agreement and (iii) permit an increase in the amount of the loans by the PA Lender to $66,000,000 and approve certain other changes to the terms thereof, the parties hereto 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 to insert the following definitions in their appropriate alphabetical sequence:

‘ Film Library ’ shall mean with respect to each Credit Party, that portion of the Collateral representing all of such Credit Party’s right, title and interest in and to all items of Product including the distribution rights for each item of Product, commencing on the date that is eighteen (18) months after the date that any such item of Product was first commercially distributed, exhibited or released, and any proceeds thereof.

‘ Group Lender ’ and ‘ Group Lenders ’ shall mean, at any time for which it is to be determined, the Sterling Lender and/or the U.S. Dollar Lenders, as applicable.

‘ LGPA ’ shall mean Lions Gate Pennsylvania, Inc., a Pennsylvania corporation.

‘ PA Borrower ’ shall mean, jointly and severally, LGPA together with its Subsidiaries party to the PA Credit Agreement from time to time.

‘ PA Credit Agreement ’ shall mean that certain Loan Agreement entered into on April ___, 2008, by and between PA Lender and PA Borrowers.

‘ PA Event of Default ’ shall mean an Event of Default, as defined in the PA Credit Agreement.

‘ PA Lender ’ shall mean Pennsylvania Regional Center, LP I and its permitted successors and assigns, as lender to PA Borrowers pursuant to the terms of the PA Credit Agreement.

‘ PA Loan ’ shall mean the loans made under, and in accordance with, the PA Credit Agreement.

‘ PA Obligations ’ shall mean all “Obligations” owing by the PA Borrowers to PA Lender as defined in the PA Credit Agreement.”

     (B) Article 1 is hereby further amended by replacing the definitions of “Borrower,” “Event of Default,” “Lender,” “Lenders,” “Guarantors” and “Obligations,” contained therein in their entirety with the following, respectively:

‘ Borrower ’ shall mean LGEC and LGEI, except that with respect to the UK Loans, Borrower shall mean the UK 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.

‘ Event of Default ’ shall have the meaning given to such term in Article 7 hereof and for the purposes of Articles 8, 9, 10, 11 and 12, hereof, the term “Event of Default” shall also include a PA Event of Default.

‘ Guarantors ’ shall mean (i) LGEC with respect to (a) the Obligations of LGEI and (b) the PA Obligations, (ii) LGEI with respect to (a) the Obligations of LGEC and (b) the PA Obligations, (iii) all the other entities listed on Schedule 3.7(a) and Schedule 1.3 hereto and any other direct or indirect Subsidiary of a Credit Party acquired or created after the date hereof (other than, with respect to the guaranty of PA Obligations, any PA Borrower) which Subsidiary becomes a signatory to this Credit Agreement as a Guarantor as required by Section 5.17 with respect to (1) the obligations of all of the Borrowers under this Credit Agreement, the Notes, any other Fundamental Document and the Fee Letter and (2) the PA Obligations and (iv) Redbus Pictures and Redbus Home Entertainment Limited and any other Subsidiaries of Redbus acquired or created after the date hereof, which Subsidiary becomes a signatory to this Credit Agreement as a Guarantor as required by Section 5.17 with respect to the obligations of the UK Borrower; provided , however , that for the sake of clarification, no Unrestricted Subsidiary or Inactive Subsidiary shall be a Guarantor hereunder; provided , further , that neither Redbus nor any of its Subsidiaries shall be considered Guarantor of the Obligations of LGEI, LGEC or any PA Borrower hereunder.

‘ Lender ’ and ‘ Lenders ’ shall mean the Sterling Lender and/or the U.S. Dollar Lenders and/or the PA Lender, as applicable.

‘ Obligations ’ shall mean (a) the obligation of the Borrowers to make due and punctual payment of (i) principal of and interest on the Loans, the face amount of the Commitment Fees, any reimbursement obligations in respect of Letters of Credit, monetary obligations of any Credit Party pursuant to interparty agreements delivered in connection with Special Purpose Producer Agreements, costs and attorneys’ fees and all other monetary obligations of the Borrowers to the Administrative Agent, the Issuing Bank or any Group Lender under this Credit Agreement, the Notes, any other Fundamental Document or the Fee Letter, (ii) all amounts payable by the Borrowers to any Group Lender under any Currency Agreement or Interest Rate Protection Agreement, provided that the Administrative Agent shall have received written notice thereof within ten (10) Business Days after execution of such Currency Agreement or Interest Rate Protection Agreement and (iii) amounts payable to JPMorgan Chase Bank or any of its Affiliates in connection with any bank account maintained by the Borrowers or any other Credit Party at JPMorgan Chase Bank or any such Affiliate or any other banking services provided to the Borrowers or any other Credit Party by JPMorgan Chase Bank or any such Affiliate and (b) for the purposes of Articles 8, 9 and 12, hereof and Annex I hereto, the term “Obligations” shall also include the PA Obligations.”

     (C) Article I of the Credit Agreement is hereby amended by replacing each use, throughout, of: (i) “the Lenders” with “the Group Lenders”, (ii) “Lender” with “Group Lender” (including, without limitation, in the definition of “Required Lenders”) and (iii) “all Lenders” with “all Group Lenders”, except that uses of “the Lenders”, “Lender” and “all Lenders” in the following definitions shall not be replaced:

(1) “Administrative Agent”;

(2) “Initial Date”, item (iii); and

(3) “Material Adverse Effect”.

     (D) The definition of “Pennsylvania Regional Financing Arrangement” appearing in Article 1 of the Credit Agreement is hereby amended by deleting the words “on Schedule 1.7 annexed hereto” and inserting in the place the words “set forth in the PA Credit Agreement”.

     (E) The definition of “Percentage” appearing in Article 1 of the Credit Agreement is hereby amended by adding the following proviso at the end of the existing text:

          ”; provided however, that solely for purposes of Section 12.6 hereof (including determination of Pro Rata Share for use in connection with Section 12.6), Percentage shall be determined as if the PA Lender holds a U.S. Dollar Credit Commitment equal to its commitment under the PA Credit Agreement and the Total U.S. Dollar Revolving Credit Commitment were increased by such amount.”

     (F) Articles 2 through 7 and Arti