<PAGE>
                                                                     EXHIBIT 4.2


                          LIONS GATE ENTERTAINMENT INC.

Certificate No. 1

      THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS NOTE AND THE COMMON SHARES OF LIONS
GATES ENTERTAINMENT CORP. ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S
THEREUNDER.

      THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE AND THE COMMON SHARES OF LIONS GATES ENTERTAINMENT CORP. ISSUABLE UPON
CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE
SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT.

      THIS NOTE, ANY COMMON SHARES OF LIONS GATES ENTERTAINMENT CORP. ISSUABLE
UPON CONVERSION HEREOF AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS
NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH
SHARES TO HAVE AGREED TO SUCH AMENDMENT OR SUPPLEMENT.
<PAGE>
      THIS NOTE IS SUBJECT TO THE TERMS OF AN OPTIONAL REDEMPTION PURSUANT TO
WHICH THE ISSUER MAY REDEEM THE NOTE AT ANY TIME ON OR AFTER OCTOBER 15, 2009 AT
SPECIFIED REDEMPTION PRICES. THIS NOTE IS ALSO SUBJECT TO REPURCHASE AT THE
OPTION OF THE HOLDER PURSUANT TO WHICH THE ISSUER MAY BE OBLIGATED TO REPURCHASE
THIS NOTE ON SPECIFIED DATES OR UPON THE OCCURRENCE OF CERTAIN DESIGNATED
EVENTS. THE OPTIONAL REDEMPTION AND REPURCHASES AT THE OPTION OF THE HOLDER ARE
MORE FULLY DESCRIBED IN THE OFFERING CIRCULAR DATED SEPTEMBER 29, 2004, A COPY
OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST.

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSONS IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

              2.9375% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2024
                               CUSIP NO. 535919AD6

      LIONS GATE ENTERTAINMENT INC., a Delaware corporation (herein called the
"ISSUER"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000) on October 15, 2024 and interest thereon, as provided on the
reverse hereof, until the principal and any unpaid and accrued interest is paid
or duly provided for. The right to payment of the principal and all other
amounts due with respect hereto is subordinated to the rights of Senior Debt as
set forth in the Indenture referred to on the reverse side hereof.

      Interest Payment Dates: April 15 and October 15, with the first payment to
be made on April 15, 2005.

      Record Dates: April 1 and October 1.
<PAGE>
      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.

      IN WITNESS WHEREOF, LIONS GATE ENTERTAINMENT INC. has caused this
instrument to be duly signed.

                                      LIONS GATE ENTERTAINMENT INC.



                                      By: ________________________________
                                      Name:   James Keegan
                                      Title:  Chief Administrative Officer and
                                              Chief Financial Officer

Dated:  October 4, 2004
<PAGE>
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Notes referred to in the within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee



By: ________________________________
         Authorized Signatory

Dated:  October 4, 2004
<PAGE>
                                [FORM OF REVERSE]

                         LIONS GATE ENTERTAINMENT INC.

              2.9375% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2024

1.    INTEREST. LIONS GATE ENTERTAINMENT INC., a Delaware corporation (the
      "ISSUER"), promises to pay interest on the principal amount of this Note
      at the rate PER ANNUM shown above. The Issuer will pay interest
      semi-annually on April 15 and October 15 of each year, with the first
      payment to be made on April 15, 2005. Interest on the Notes will accrue on
      the principal amount from the most recent date to which interest has been
      paid or provided for or, if no interest has been paid, from October 4,
      2004. Interest will be computed on the basis of a 360-day year of twelve
      30-day months.

      The Holder of this Note is entitled to the benefits of a Note Guarantee
      whereby Lions Gate Entertainment Corp., a British Columbia corporation and
      parent of the Issuer (the "COMPANY"), has fully and unconditionally
      guaranteed, as primary obligor and not merely as surety, to each Holder
      and the Trustee, the payment of principal and interest on this Note on an
      unsecured senior subordinated basis.

2.    MATURITY. The Notes will mature on October 15, 2024 ("MATURITY").

3.    METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except
      defaulted interest) to the persons who are registered Holders at the close
      of business on the record date set forth on the face of this Note next
      preceding the applicable interest payment date. Holders must surrender
      Notes to a Paying Agent to collect the principal, Optional Redemption
      Price, Optional Repurchase Price, Special Repurchase Price or Designated
      Repurchase Price of the Notes. The Issuer will pay all amounts due with
      respect to the Notes in money of the United States that at the time of
      payment is legal tender for payment of public and private debts. If this
      Note is in global form, the Issuer will pay interest on the Notes by wire
      transfer of immediately available funds to The Depository Trust Company.
      With respect to Notes held other than in global form, the Issuer will make
      payments: (i) by U.S. Dollar check drawn on a bank in The City of New York
      mailed to the address of the Holder; or (ii) upon application to the
      Registrar not later than the relevant Record Date by a Holder of an
      aggregate principal amount in excess of $5,000,000, by wire transfer in
      immediately available funds.

4.    PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, J.P. Morgan Trust
      Company, National Association, (the "TRUSTEE") will act as Paying Agent
      and Registrar and the Issuer will act as Conversion Agent. The Issuer may
      change any Paying Agent, Registrar or Conversion Agent without notice. The
      Issuer or any Affiliate of the Issuer may act as Paying Agent.

5.    INDENTURE. The Issuer issued the Notes under an Indenture dated as of
      October 4, 2004 (the "INDENTURE") between the Issuer, the Company and the
      Trustee. The terms of the Notes include those stated in the Indenture and
      those made part of the Indenture by reference to the Trust Indenture Act
      of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "Act") as in effect on
      the date of the Indenture. The Notes are subject to all such terms, and
<PAGE>
      Holders are referred to the Indenture and the Act for a statement of such
      terms. The Notes are general unsecured senior subordinated obligations of
      the Issuer limited to $150,000,000 aggregate principal amount (including
      $25,000,000 principal amount of Notes exercised in full pursuant to an
      option by the Initial Purchasers (as defined in the Indenture) to cover
      over-allotments on September 29, 2004), except as otherwise provided in
      the Indenture. Terms used herein which are defined in the Indenture have
      the meanings assigned to them in the Indenture.

6.    OPTIONAL REDEMPTION. The Notes shall be redeemable, in whole or from time
      to time in part, at the option of the Issuer and subject to the terms and
      conditions of the Indenture, on any Trading Day on or after October 15,
      2009 (an "OPTIONAL REDEMPTION DATE"), at a redemption price equal to, (i)
      if the Optional Redemption Date occurs on or after October 15, 2009 but
      before October 15, 2010, 100.839%, (ii) if the Optional Redemption Date
      occurs on or after October 15, 2010 but before October 15, 2011, 100.420%,
      or (iii) if the Optional Redemption Date occurs on or after October 15,
      2011, 100%, of the principal amount of the Notes to be redeemed plus
      accrued and unpaid interest on the principal amount to be redeemed, to,
      but excluding, the Optional Redemption Date (the "OPTIONAL REDEMPTION
      PRICE"). Notice of any such redemption by the Issuer will be given at
      least 20, but not more than 60, days before any Optional Redemption Date
      to each Holder of Notes to be redeemed at such Holder's registered
      address. The Issuer shall pay or deposit funds with the Paying Agent in
      the amount of the Optional Redemption Price on or before the Trading Day
      immediately preceding the Optional Redemption Date. If notice of such a
      redemption is provided and funds are paid or deposited as required on or
      before the Optional Redemption Date, interest on and after the Optional
      Redemption Date will cease to accrue on the Notes or portions of Notes
      called for such a redemption. In the event that any Optional Redemption
      Date is not a Business Day, the Issuer will pay the Optional Redemption
      Price on the next Business Day without any additional interest or other
      payment due. If less than all the Notes are to be redeemed at the option
      of the Issuer, the Trustee shall select, by lot, on a pro rata basis or
      otherwise in accordance with the applicable procedures of the DTC, the
      Notes and portions of Notes to be redeemed. The Trustee may select for
      redemption Notes and portions of Notes of this series in amounts of whole
      multiples of $1,000 principal amount. Notes in denominations larger than
      $1,000 principal amount may be redeemed in part but only in whole
      multiples of $1,000 principal amount.

7.    REPURCHASE AT OPTION OF HOLDER ON SPECIFIED DATES. On each of October 15,
      2011, October 15, 2014 and October 15, 2019 (each a "SPECIFIED REPURCHASE
      DATE"), each Holder shall have the right, at such Holder's option and
      subject to the terms and conditions of the Indenture, to require the
      Issuer to purchase any or all of such Holder's Notes or any portion of the
      principal amount thereof that is equal to $1,000 or whole multiples
      thereof for a repurchase price equal to 100% of the principal amount of
      the Notes repurchased plus accrued and unpaid interest and additional
      interest, if any, to, but excluding, the Specified Repurchase Date (the
      "SPECIFIED REPURCHASE PRICE"), provided that such interest will be paid to
      the person who was the registered Holder at the close of business on the
      record date for the corresponding interest payment date. Notice of each
      Specified Repurchase Date containing the information required to be set
      forth in such notice by the Indenture shall be given by the Issuer to each
      Holder at its registered
<PAGE>
      address not less than 20 Business Days prior to each Specified Repurchase
      Date. Each Holder electing to require the Issuer to repurchase the
      Holder's Notes shall submit such Notes to be repurchased, together with
      such other information and documents as required by the Indenture, to the
      Paying Agent on or before the close of business on the Specified
      Repurchase Date. In the event that a Holder submits Notes to be
      repurchased, the Issuer shall pay or deposit funds with the Paying Agent
      in the amount of the Specified Repurchase Price on the Trading Day
      immediately following the Specified Repurchase Date. If a Holder submits
      Notes to be repurchased and funds are paid or deposited as required,
      interest on and after the Specified Repurchase Date will cease to accrue
      on the Notes or portions of Notes submitted for repurchase.

8.    REPURCHASE AT OPTION OF HOLDER UPON A DESIGNATED EVENT. If a Designated
      Event (as set forth in the Indenture) shall occur at any time prior to
      Maturity, each Holder shall have the right, at such Holder's option and
      subject to the terms and conditions of the Indenture, to require the
      Issuer to purchase any or all of such Holder's Notes for cash or any
      portion of the principal amount thereof that is equal to $1,000 or whole
      multiples thereof for a repurchase price equal to 100% of the principal
      amount of the Notes purchased plus accrued and unpaid interest to, but
      excluding, the Designated Repurchase Date (the "DESIGNATED REPURCHASE
      PRICE"), provided that such interest will be paid to the person who was
      the registered Holder at the close of business on the record date for the
      corresponding interest payment date. Notice of the occurrence and type of
      Designated Event and containing the information required to be set forth
      in such notice by the Indenture (the "DESIGNATED EVENT NOTICE"),
      including, without limitation, the date selected by the Issuer that is not
      less than 20 nor more than 30 Business Days after the date of the
      Designated Event Notice (the "DESIGNATED REPURCHASE DATE"), shall be given
      by the Issuer to each Holder at such Holder's registered address, as well
      as to the Trustee, not more than 10 days after the Issuer has become aware
      of such an occurrence. Each Holder electing to require the Issuer to
      repurchase the Holder's Notes shall submit such Notes to be repurchased,
      together with such other information and documents as are required by the
      Indenture, to the Issuer or its designated agent on or before the close of
      business on the Designated Repurchase Date. If the Designated Event is a
      Change in Control, there shall, under certain circumstances, be added to
      and the Designated Repurchase Price shall include a Make Whole Premium as
      set forth in the Indenture and the Issuer shall pay the Designated
      Repurchase Price in cash. If the Designated Event is a Termination of
      Trading, the Issuer shall pay the Designated Repurchase Price in cash. In
      the event that a Holder submits Notes to be repurchased, the Issuer shall
      pay or deposit funds and/or Common Shares, as applicable, with the Paying
      Agent in the amount of the Designated Repurchase Price on the Trading Day
      immediately following the Designated Repurchase Date. If a Holder submits
      Notes to be repurchased and funds and/or Common Shares, as applicable, are
      paid or deposited as required, interest on and after the Designated
      Repurchase Date will cease to accrue on the Notes or portions of Notes
      submitted for repurchase.

            In the event that of a Change of Control occurs that would otherwise
trigger the obligation of the Issuer to pay the Make Whole Premium, the Issuer
may elect instead to provide that the Notes become convertible into Common
Shares of the Public Entity, subject to certain conditions as specified in the
Indenture.
<PAGE>
9.    CONVERSION. Subject to and upon compliance with the provisions of the
      Indenture, a Holder is entitled until the close of business on the Trading
      Day immediately preceding the Maturity Date, at its option, to convert any
      Notes that are whole multiples of $1,000 principal amount into Common
      Shares (or, at the option of the Issuer, into cash or a combination of
      cash and Common Shares) at the Conversion Rate in effect at the time of
      conversion, subject to the adjustments described below, only during
      specified periods under any of the following circumstances:

            (i) if, on or prior to October 15, 2019, the Closing Sale Price of
      the Common Shares for at least 20 Trading Days in the 30 consecutive
      Trading-Day period ending on the eleventh Trading Day of any fiscal
      quarter exceeds 120% of the then-current Conversion Price in effect, then
      the Holder will be entitled to convert such Notes until the eleventh
      Trading Day of the immediately following fiscal quarter;

            (ii) if, on any Trading Day after October 15, 2019, the Closing Sale
      Price of the Common Shares exceeds 120% of the then-current Conversion
      Price in effect, then the Holder will be entitled to convert such Notes at
      all times thereafter;

            (iii) if, at any time on or before October 15, 2019, the Trading
      Price per $1,000 principal amount of Notes for each Trading Day of any
      five consecutive Trading-Day period is less than 98% of the product of the
      Closing Sale Price of the Common Shares and the Conversion Rate then in
      effect, then the Holder will be entitled to convert such Notes until the
      close of business on the fifth Trading Day immediately following the
      conclusion of any such five consecutive Trading-Day period;

            (iv) if the Issuer calls a Holder's Notes for redemption, the Holder
      thereof will be entitled to convert such Notes from the date of the notice
      of Redemption until the close of business on the Trading Day immediately
      preceding to the Optional Redemption Date, after which time such Holder's
      right to convert will expire unless the Issuer defaults in the payment of
      the Conversion Price;

            (v) if the Company distributes to all Holders, rights, options or
      warrants entitling them to purchase Common Shares at a price less than the
      average Closing Sale Price of the Common Shares for the ten Trading Days
      ending on the Trading Day immediately preceding the declaration date for
      such distribution and the Holder will not otherwise participate in such
      distribution as a result of holding the Notes, then the Holder will be
      entitled to convert such Notes until the earlier of the close of business
      on the Trading Day immediately preceding the Ex-Dividend Date for such
      distribution and the Trading Day immediately preceding any public
      announcement by the Issuer that such distribution will not take place;

            (vi) if the Company distributes to all holders of Common Shares,
      cash or other assets, debt securities or rights to purchase securities of
      the Company, which distribution has a per Common Share value exceeding 5%
      of the Closing Sale Price of the Common Shares on the Trading Day
      immediately preceding the declaration date for such distribution and the
      Holder will not otherwise participate in such distribution as a result of
      holding Notes, then the Holder will be entitled to convert such Notes
      until the earlier
<PAGE>
      of the close of business on the Trading Day immediately prior to the
      Ex-Dividend Date for such distribution and the Trading Day immediately
      prior to any public announcement by the Issuer that such distribution will
      not take place; and

            (vii) if a Designated Event occurs, then the Holder will be entitled
      to convert such Notes beginning 15 calendar days prior to the date
      announced by the Issuer or the Company as the anticipated effective date
      of the transaction until and including the date which is 15 days after the
      actual effective date of the transaction and, under certain circumstances,
      the Holder will be entitled to a Make Whole Premium as set forth in the
      Indenture.

            The initial conversion rate is 86.9565 Common Shares per $1,000
      principal amount of Notes (subject to adjustment in the event of certain
      circumstances as specified in the Indenture, the "CONVERSION RATE"), or an
      effective initial conversion price of approximately $11.50 per share
      (subject to adjustment in the event of certain circumstances as specified
      in the Indenture, the "CONVERSION PRICE").

            Upon conversion, at the option of the Issuer, the Issuer may, in
      lieu of delivery of the Common Shares issuable upon conversion, deliver
      cash or a combination of cash and Common Shares in satisfaction of its
      obligations upon such conversion.

            The Issuer will deliver cash in lieu of any fractional share. Upon
      conversion, no payment or adjustment for any unpaid and accrued interest
      and additional interest, if any, on the Notes will be made, except in
      certain circumstances as specified in the Indenture. If a Holder
      surrenders a Note for conversion after the record date for the payment of
      interest but prior to the corresponding interest payment date, such Note,
      when surrendered for conversion, must be accompanied by payment of an
      amount equal to the interest and additional interest, if any, thereon
      which has accrued and will accrue and be paid on the Notes being converted
      on the corresponding interest payment date, unless (1) the Notes have been
      called for redemption as described in the Indenture, (2) the Notes have
      been converted in connection with a Designated Event as described in the
      Indenture, or (3) if overdue interest, if any, exists at the time of
      conversion with respect to such Note.

            To convert a Note, a Holder must (1) complete and sign the
      Conversion Notice, with appropriate signature guarantee, on the back of
      the Note, (2) surrender the Note to the Conversion Agent, (3) furnish
      appropriate endorsements and transfer documents if required by the
      Registrar or Conversion Agent, (4) pay funds equal to the interest payable
      on the next interest payment date to which such Holder is not entitled (as
      provided in the last sentence of the above paragraph) and (5) pay any
      transfer or similar tax if required. A Holder may convert a portion of a
      Note if the portion is $1,000 principal amount or a positive integral
      multiple of $1,000 principal amount.

            Any shares issued upon conversion of a Note shall bear the
      Restrictive Securities Legend until after the second anniversary of the
      later of the issue date for the Notes, the date in which the Issuer
      determines otherwise in accordance with applicable law, or the last date
      on which the Issuer, the Company or any of their respective affiliates was
      the owner of
<PAGE>
      such shares or the Note (or any predecessor notes) from which such shares
      were converted (or such shorter period of time).

10.   SUBORDINATION. The Notes are subordinated in right of payment, in the
      manner and to the extent set forth in the Indenture, to the prior payment
      in full of all Senior Debt. Each Holder by accepting a Note agrees to such
      subordination and authorizes the Trustee to give it effect.

11.   DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
      without coupons in denominations of $1,000 principal amount and positive
      integral multiples of $1,000 principal amount. The transfer of Notes may
      be registered and Notes may be exchanged as provided in the Indenture. The
      Registrar may require a Holder, among other things, to furnish appropriate
      endorsements and transfer documents. No service charge shall be made for
      any such registration of transfer or exchange, but the Issuer may require
      payment of a sum sufficient to cover any tax or other governmental charge
      payable in connection therewith. The Registrar need not exchange or
      register the transfer of any Note selected for redemption in whole or in
      part, except the unredeemed portion of Notes to be redeemed in part. Also,
      it need not exchange or register the transfer of any Notes for a period of
      15 days before the mailing of a notice of redemption of the Notes selected
      to be redeemed and in certain other circumstances provided in the
      Indenture.

12.   PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
      the owner of such Note for all purposes.

13.   MERGER OR CONSOLIDATION. The Issuer and the Company shall not consolidate
      with or merge with or into, or convey, transfer or lease all or
      substantially all of their assets, whether in a single transaction or
      series of related transactions to any person unless (i) the Issuer or
      Company is the resulting Successor Company or the Successor Company is a
      corporation organized under the laws of the United States, any State
      thereof or the District of Columbia and such Successor Company assumes by
      supplemental indenture, executed and delivered to the Trustee, in form
      satisfactory to the Trustee, all of the Issuer's and the Company's
      obligations under the Indenture and the Notes, including the conversion
      rights and, in the event that the Public Entity is required to assume the
      Company's obligations under the Guarantee, the Public Entity shall assume
      the obligations of the Company under that certain Contribution Agreement
      or any successor agreement on similar terms as the Contribution Agreement;
      (ii) immediately after giving effect to the transaction, no Default or
      Event of Default shall exist; and (iii) the Issuer and the Company deliver
      to the Trustee an Officers' Certificate and an Opinion of Counsel, each
      stating that such consolidation, merger or transfer and such supplemental
      indenture, if any, comply with the Indenture and the Notes.

14.   AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the
      Indenture or the Notes may be modified or amended with the consent or vote
      of the Holders of at least a majority in aggregate principal amount of the
      Notes then outstanding, and any existing Default or Event of Default may
      be waived with the consent or vote of the Holders of a majority in
      aggregate principal amount of the Notes then outstanding. Without notice
      to or the consent of any Holder, the Indenture or the Notes may be
<PAGE>
      modified or amended to cure any ambiguity or inconsistency, to comply with
      Sections 7.1 and 14.11 of the Indenture, to make any changes or
      modifications to the Indenture necessary in connection with the
      registration of the Notes under the Securities Act and the qualification
      of the Indenture under the TIA, to secure the obligations of the Issuer in
      respect of the Notes, or to add to covenants of the Issuer or the Company
      described in the Indenture for the benefit of Holders or to surrender any
      right or power conferred upon the Issuer.

15.   DEFAULTS AND REMEDIES. An Event of Default includes the occurrence of any
      of the following: default in payment of principal and premium, if any, at
      maturity, upon redemption or exercise of a repurchase right or otherwise;
      default for 30 days in payment of interest or other amounts due; failure
      by the Issuer or the Company for 60 days after notice to it to comply with
      any of its other agreements in the Indenture or the Notes; certain payment
      defaults or the acceleration of other indebtedness of the Issuer or its
      subsidiaries; certain events of bankruptcy or insolvency involving the
      Issuer, the Company or any of the Company's subsidiaries; and failure by
      the Issuer to provide timely notice of the occurrence of a Designated
      Event. If any Event of Default occurs and is continuing, the Trustee or
      the Holders of at least 25% in aggregate principal amount of the Notes
      then outstanding may declare all the Notes to be due and payable
      immediately, except as provided in the Indenture. If an Event of Default
      specified in Sections 5.1(e) or (f) of the Indenture with respect to the
      Issuer or the Company occurs, the principal of and accrued interest on all
      the Notes shall become and be immediately due and payable without any
      declaration or other act on the part of the Trustee or any Holder. Holders
      may not enforce the Indenture or the Notes except as provided in the
      Indenture. The Trustee may require indemnity satisfactory to it before it
      enforces the Indenture or the Notes. Subject to certain limitations,
      Holders of a majority in principal amount of the Notes then outstanding
      may direct the Trustee in its exercise of any trust or power. The Trustee
      may withhold from Holders notice of any continuing Default or Event of
      Default (except a Default or Event of Default in payment) if it determines
      that withholding notice is in the interests of the Holders. The Issuer and
      the Company must furnish an annual compliance certificate to the Trustee.

16.   REGISTRATION RIGHTS. The Holders are entitled to registration rights as
      set forth in a Registration Rights Agreement (as defined in the
      Indenture). The Holders shall be entitled to receive liquidated damages in
      certain circumstances, all as set forth in the Registration Rights
      Agreement.

17.   TRUSTEE DEALINGS WITH THE ISSUER. The Trustee under the Indenture, or any
      banking institution serving as successor Trustee thereunder, in its
      individual or any other capacity, may make loans to, accept deposits from,
      and perform services for the Issuer or its Affiliates, and may otherwise
      deal with the Issuer or its Affiliates, as if it were not Trustee.

18.   NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
      employee or stockholder, as such, of the Company shall have any liability
      for any obligations of the Issuer under the Notes or the Indenture or for
      any claim based on, in respect of or by reason of such obligations or
      their creation. Each Holder by accepting a Note waives and
<PAGE>
      releases all such liability. The waiver and release are part of the
      consideration for the issue of the Notes.

19.   AUTHENTICATION. This Notes shall not be valid until authenticated by the
      manual signature of the Trustee or an authenticating agent.

20.   ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder
      or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
      by the entirety), JT TEN (= joint tenants with right of survivorship and
      not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts
      to Minors Act).

      THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                           Lions Gate Entertainment Corp.
                           Lions Gate Entertainment Inc.
                           2700 Colorado Avenue
                           Suite 200
                           Santa Monica, California 90404
                           Facsimile:  (310) 449-9200
                           Attention:  [_____________]
<PAGE>
                               [FORM OF REVERSE]


[FORM OF ASSIGNMENT]
I or we assign to
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

___________________________________________

________________________________________________________________________________

________________________________________________________________________________
(please print or type name and address)

________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

Attorney to transfer the Note on the books of the Issuer with full power of
substitution in the premises.

Dated:________________________________      ____________________________________
                                            NOTICE: The signature on this
                                            assignment must correspond with the
                                            name as it appears upon the face of
                                            the within Note in every particular
                                            without alteration or enlargement or
                                            any change whatsoever and be
                                            guaranteed by a guarantor
                                            institution participating in the
                                            Securities Transfer Agents
                                            Medallion Program or in such other
                                            guarantee program acceptable to the
                                            Trustee.

Signature Guarantee:____________________________________________________________

            In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the Resale Restriction Termination Date, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with transfer:

                                   [Check One]

(1) __________  to the Issuer, the Company or any of their respective
                subsidiaries; or

(2) __________  pursuant to and in compliance with Rule 144A under the
                Securities Act of 1933, as amended; or

(3) __________  pursuant to the exemption from registration provided by Rule
                144 under the Securities Act of 1933, as amended; or

(4) __________  pursuant to an effective registration statement under the
                Securities Act of 1933, as amended.
<PAGE>
and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Issuer or the Company as
defined in Rule 144 under the Securities Act of 1933, as amended (an
"Affiliate"):

      [ ] The transferee is an Affiliate of the Issuer or the Company. (If the
Note is transferred to an Affiliate, the restrictive legend must remain on the
Note for two years following the date of the transfer).

            Unless one of the items is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item
(3) or (4) is checked, the Issuer or the Trustee may require, prior to
registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications and other information as the Trustee or
the Issuer have reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended.

            If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated: ________________________      Signed:____________________________________
                                            (Sign exactly as name appears on the
                                            other side of this Note)

Signature Guarantee:____________________________________________________________

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Issuer and the Company as the undersigned has requested pursuant to Rule 144A or
has determined transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.

Dated:________________________________      ____________________________________
                                            NOTICE:  To be executed by an
                                            executive officer
<PAGE>
                                CONVERSION NOTICE

To convert this Note into Common Shares of the Company, check the box: [ ]

To convert only part of this Note, state the principal amount to be converted
(must be in multiples of $1,000):

$__________________

If you want the share certificate made out in another person's name, fill in the
form below:


(Insert other person's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type other person's name, address and zip code)

Date: _________________________      Signature(s):______________________________
                                            ____________________________________
                                            (Sign exactly as your name(s)
                                            appear(s) on the other side of this
                                            Note)

Signature(s) guaranteed by:_____________________________________________________
      (All signatures must be guaranteed by a guarantor institution
      participating in the Securities Transfer Agents Medallion Program or in
      such other guarantee program acceptable to the Trustee.)
<PAGE>
                                   SCHEDULE A
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

      The following exchanges of a part of this Global Notes for an interest in
another Global Note or for Notes in certificated form, have been made:

<TABLE>
<CAPTION>
                         Amount of           Amount of            Principal amount       Signature or
                         decrease in         increase in          of this Global         authorized
                         Principal           Principal            Note following         signatory of
                         amount of this      amount of this       such decrease (or      Trustee or Note
Date of Exchange         Global Note         Global Note          increase)              Custodian
<S>                      <C>                 <C>                  <C>                    <C>

</TABLE>

--------
(1) This is included in Global Notes only.