EXHIBIT 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT(the "Third Amendment") is made effective as of the 15th
day of August, 2002, betweenMOVIE GALLERY, INC., a Delaware corporation (the "Borrower"), andSOUTHTRUST
BANK, an Alabama banking corporation, as Agent (the "Agent"). Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as
amended (as hereinafter defined).

WHEREAS, pursuant to that certain Credit Agreement dated as of June 27, 2001, among Borrower, Agent, and the other Lender Parties a
party thereto (the "Credit Agreement"), Lenders made available to Borrower, subject to the terms and conditions thereof, (i) the Revolving Loan in the initial principal amount of up to
Sixty-Five Million and 00/100 Dollars ($65,000,000.00), and (ii) the Swing Line Loan of up to Five Million and 00/100 Dollars ($5,000,000.00); and

WHEREAS, pursuant to that certain First Amendment to Credit Agreement dated as of September 25, 2001 (the "First Amendment"), the
Credit Agreement was amended in order to amend Section 8.8 of the Credit Agreement, pertaining to Hedge Agreements; and

WHEREAS, pursuant to that certain Second Amendment to Credit Agreement dated as of January 14, 2002 (the "Second Amendment"), the
Credit Agreement was amended in order to amend the definition of "Permitted Acquisition" (the Credit Agreement, as amended by the First Amendment and the Second Amendment, hereinafter referred to as
the "Credit Agreement, as amended"); and

WHEREAS, Agent and Borrower have agreed to amend the Credit Agreement, as amended, in order to, among other things, (i) allow for
certain additional Permitted Acquisitions, (ii) amend the definition of "Equity Issuance" to not require a mandatory prepayment in connection with the issuance of 3,900,000 shares of common
stock on May 17, 2002, for public offering at a price of $18.25 per share, and (iii) remove the step-down provision from the definition of "Revolving Loan Amount" all as
hereinafter provided.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree that the Credit Agreement, as amended, is hereby amended as follows:



---



2

---



[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

3

---

IN WITNESS WHEREOF, this Third Amendment has been duly executed as of the day and year first above written.

| |  | BORROWER:                  
| |  | ---------------------------
| |  | MOVIE GALLERY, INC.        
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  | GUARANTORS:                
| |  | M.G.A., INC.               
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  | MOVIEGALLERY.COM, INC.     
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  | MOVIE GALLERY FINANCE, INC.
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  | M.G. MIDWEST, INC.         
| |  |                            
| |  | By:                        
| |  | Its:                       
| |  |                            
| |  | MOVIE GALLERY CANADA, INC. 
| |  |                            
| |  | By:                        
| |  | Its:                       

4

---

| |  |                           |                        
| |  | ------------------------- | -----------------------
| |  | AGENT:                   
| |  | SOUTHTRUST BANK, as Agent
| |  |                           |                        
| |  | By:                       | CHRIS S. ABELE         
| |  | Its:                      | Commercial Loan Officer

STATE
OF ALABAMA
COUNTY OF HOUSTON

I,
the undersigned, a Notary Public in and for said County in said State, hereby certify that S. Page Todd, whose name as Sr. Vice President of Movie Gallery, Inc.,
a Delaware corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of such instrument, he, as such officer and with full
authority, executed the same voluntarily for and as the act of said corporation.

Given
under my hand and official seal, this the 15th day of August, 2002.

| |  | /s/MARTHA F. COMPTONNotary Public
My Commission Expires: July 30, 2005 | (SEAL)
| |  | ---------------------------------------------------------------------- | ------

STATE
OF ALABAMA
COUNTY OF HOUSTON

I,
the undersigned, a Notary Public in and for said County in said State, hereby certify that S. Page Todd, whose name as Sr. Vice President of M.G.A., Inc., a
Delaware corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of such instrument, he, as such officer and with full
authority, executed the same voluntarily for and as the act of said corporation.

Given
under my hand and official seal, this the 15th day of August, 2002.

| |  | /s/MARTHA F. COMPTONNotary Public
My Commission Expires: July 30, 2005 | (SEAL)
| |  | ---------------------------------------------------------------------- | ------

STATE
OF ALABAMA
COUNTY OF HOUSTON

I,
the undersigned, a Notary Public in and for said County in said State, hereby certify that S. Page Todd, whose name as Sr. Vice President of
Moviegallery.com, Inc., a Delaware corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of such instrument,
he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given
under my hand and official seal, this the 15th day of August, 2002.

| |  | /s/MARTHA F. COMPTONNotary Public
My Commission Expires: July 30, 2005 | (SEAL)
| |  | ---------------------------------------------------------------------- | ------

5

---

STATE
OF ALABAMA
COUNTY OF HOUSTON

I,
the undersigned, a Notary Public in and for said County in said State, hereby certify that S. Page Todd, whose name as Sr. Vice President of Movie Gallery
Finance, Inc., a Delaware corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of such instrument, he, as such
officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given
under my hand and official seal, this the 15th day of August, 2002.

| |  | /s/MARTHA F. COMPTONNotary Public
My Commission Expires: July 30, 2005 | (SEAL)
| |  | ---------------------------------------------------------------------- | ------

STATE
OF ALABAMA
COUNTY OF HOUSTON

I,
the undersigned, a Notary Public in and for said County in said State, hereby certify that S. Page Todd, whose name as Sr. Vice President of M.G. Midwest, Inc., a
Delaware corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of such instrument, he, as such officer and with full
authority, executed the same voluntarily for and as the act of said corporation.

Given
under my hand and official seal, this the 15th day of August, 2002.

| |  | /s/MARTHA F. COMPTONNotary Public
My Commission Expires: July 30, 2005 | (SEAL)
| |  | ---------------------------------------------------------------------- | ------

STATE
OF ALABAMA
COUNTY OF HOUSTON

I,
the undersigned, a Notary Public in and for said County in said State, hereby certify that S. Page Todd, whose name as Sr. Vice President of Movie Gallery
Canada, Inc., a New Brunswick (Canada) corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of such
instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given
under my hand and official seal, this the 15th day of August, 2002.

| |  | /s/MARTHA F. COMPTONNotary Public
My Commission Expires: July 30, 2005 | (SEAL)
| |  | ---------------------------------------------------------------------- | ------

6

---

STATE
OF ALABAMA
COUNTY OF JEFFERSON

I,
the undersigned, a Notary Public in and for said County in said State, hereby certify that Chris S. Abele, whose name as Commercial Loan Officer of SouthTrust Bank, an Alabama
banking corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of such instrument, he, as such officer and with full
authority, executed the same voluntarily for and as the act of said banking corporation.

Given
under my hand and official seal, this the 15th day of August, 2002.

| |  | /s/RAY D. GIBBONSNotary Public
My Commission Expires: May 3, 2004 | (SEAL)
| |  | ----------------------------------------------------------------- | ------

7

---

QuickLinks