<PAGE>
                        AMENDMENT NO. 2 dated as of September 22,2004 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, as Administrative Agent
                        and as Issuing Bank for the Lenders (the "Agent"),
                        JPMorgan Chase Bank, Toronto Branch as Canadian Agent,
                        Fleet National Bank, as Co-Syndication Agent and BNP
                        Paribas, as Co-Syndication Agent (as the same 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.

      The Lenders and the Agent 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 by adding the
following definition in the appropriate alphabetical sequence:

      "2004 Convertible Subordinated Notes" shall mean LGEI's convertible senior
      subordinated notes issued in 2004 which are not subject to maturity,
      redemption, prepayment or repurchase at the option of the holders prior to
      201 1 other than for a "Designated Event" as defined in Article 7 hereof
      and for which the written agreements governing such notes substantially
      reflect the terms set forth on Schedule A hereto and are otherwise in form
      and substance reasonably acceptable to the Administrative Agent.

<PAGE>

      (B) The definition of "Convertible Senior Subordinated Notes" appearing in
Article 1 of the Credit Agreement is hereby amended in its entirety to read as
follows:

      "Convertible Senior Subordinated Notes" shall mean (i) LGEI's convertible
      senior subordinated notes issued pursuant to an offering circular dated
      November 28, 2003 which are due on November 30, 2010, and (ii) the 2004
      Convertible Subordinated Notes.

      (C) Section 2.12(c) of the Credit Agreement is hereby amended by deleting
the last sentence thereof and adding the following at the end thereof that reads
as follows:

      "The Borrowers shall pay to the Administrative Agent for the pro rata
      account of each Lender any proceeds received by any Credit Party from
      Replication Advances in excess o f US$55,000,000, such excess shall be
      applied to the last principal payment of the Term Loans due in accordance
      with Section 2.5 hereof; provided, that after the Term Loans have been
      repaid in full, then all such proceeds shall be used to prepay the
      Revolving Credit Loans. The Borrower shall also pay to the Administrative
      Agent for the pro rata account of each Lender the first 50% of net
      proceeds received from the issuance of the 2004 Convertible Subordinated
      Notes (but in no event shall the amount required to be used to prepay
      Loans hereunder be greater than $60,000,000), of which the first
      $20,000,000 shall be applied to the next principal payment of the Term
      Loans due in accordance with Section 2.5 hereof immediately following the
      issuance of such notes and the balance shall be applied to the last
      principal payment of the Term Loans due in accordance with Section 2.5
      hereof; provided, that after the Term Loans have been repaid in full, then
      ail such proceeds shall be used to prepay the Revolving Credit Loans."

      (D) Section 6.4 of the Credit Agreement is hereby amended by adding the
following clause (xviii) to the end thereof that reads as follows: "Investments
in connection with acquisitions permitted under Section 6.7(b)(iii) hereof."

      (E) Section 6.5 of the Credit Agreement is hereby amended by deleting the
words "dividends and distributions" appearing in clause (i) thereof and
inserting in lieu thereof the words "Restricted Payments".

      (F) Section 6.7(b) of the Credit Agreement is hereby amended by adding
the following clause (iii) to the end thereof that reads as follows:

      "(iii) acquisitions in an amount not to exceed $65 million in the
aggregate for which the consideration comes from (A) the issuance of new capital
stock or the proceeds of such newly issued capital stock and/or (B) up to 50% of
any proceeds of Replication Advances and Subordinated Debt received by a Credit
Party after the Effective Date as such term is defined in Amendment Number 2
dated as of September 22,2004 to this Credit Agreement, provided that, such
acquisitions (w) are within the scope of permitted business activities set forth
in Section 6.13 hereof, (x) are in Subsidiaries that are 100% controlled by one
or more Credit Party; provided, however, that up to 20% of the equity interest
in any such entity may be retained by previous investors, ( y) no Event of
Default shall be continuing after giving effect on a pro forma basis to any such
acquisition as demonstrated by a certificate from an Authorized Officer in form
and substance reasonably satisfactory to the Administrative Agent and attaching
supporting


                                       2
<PAGE>


schedules demonstrating in reasonable detail such compliance and (z) such newly
acquired Subsidiary becomes a Guarantor hereunder in accordance with Section
6.32 hereof.

      (G) Section 6.16 of the Credit Agreement is hereby amended by replacing
clause (i) thereof with the following:

      "(i) 75% of all new net equity invested in LGEC and new Subordinated Debt
      issued, in cither case. after March 31, 2004, plus"

      (H) Section 6.32 is hereby amended by deleting the words ";provided,
however, that a Credit Party may incorporate additional Subsidiaries if each"
with the word "unless".

      (I) Section 7 of the Credit Agreement is hereby amended by adding the
following clause (11)following clause (t) thereof:

      "(u) the occurrence of any "Designated Event" as defined in the Indenture
      dated December 3, 2003 and the indenture issued in connection with the
      2004 Convertible Subordinated Notes.

      Section 3. Conditions to Effectiveness. The effectiveness of this
Amendment is subject to the satisfaction of all of the following conditions
precedent (the date on which all such conditions have been satisfied being
herein called the "Effective Date"):

      (A) the receipt by the Agent of counterparts of this Amendment which, when
taken together. bear the signatures of the Borrowers, each Guarantor, the Agent
and the Required Lenders;

      (B) the receipt by the Agent of all fees as set forth in Section 5 of this
Amendment; (C) the payment of all fees and expenses (including, without
limitation, fees and disbursements of counsel and consultants retained by the
Agent) due and payable by any Credit Party to the Agent and/or the Lenders; and

      (D) all legal matters incident to this Amendment shall be satisfactory to
Morgan, Lewis & Bockius LLP, counsel for the Agent.

      Section 4. Representations and Warranties. Each Credit Party represents
and warrants that:

      (A) after giving effect to this Amendment, the representations and
warranties contained in the Credit Agreement are true and correct in all
material respects on and as of the date hereof as if such representations and
warranties had been made on and as of the date hereof (except to the extent that
any such representations and warranties specifically relate to an earlier date);
and

      (B) after giving effect to this Amendment, no Event of Default or Default
will have occurred and be continuing on and as of the date hereof.


                                       3
<PAGE>


      Section 5 . Fees. The Borrowers agree to pay the Agent for the account of
each of the Lenders who executes this Agreement by September 30,2004, a fee
equal to 1/8% of the aggregate Commitment of each such Lender under the Credit
Agreement.

      Section 6. Further Assurances. At any time and from time to time, upon the
Agent's request and at the sole expense of the Credit Parties, each Credit Party
will promptly and duly execute and deliver any and all further instruments and
documents and take such further action as the Agent reasonably deems necessary
to effect the purposes of this Amendment.

      Section 7. Fundamental Documents. This Amendment is designated a
Fundamental Document by the Agent.

      Section 8. Full Force and Effect. Except as expressly amended hereby, the
Credit Agreement and the other Fundamental Documents shall continue in full
force and effect in accordance with the provisions thereof on the date hereof.
As used in the Credit Agreement, the terms "Agreement", "this Agreement",
"herein", "hereafter", "hereto", "hereof ', and words of similar import, shall,
unless the context otherwise requires, mean the Credit Agreement as amended by
this Amendment .

      Section 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      Section 10. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.

      Section 11 . Expenses. The Borrowers agree to pay all out-of-pocket
expenses incurred by the Agent in connection with the preparation, execution and
delivery of this Amendment, including, but not limited to, the reasonable fees
and disbursements of counsel for the Agent.

      Section 12. Headings. The headings of this Amendment are for the purposes
of reference only and shall not affect the construction of or be taken into
consideration in interpreting this Amendment.


                                       4
<PAGE>
      IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be
duly executed as of the date first written above:


                                          BORROWERS:

                                          LIONS GATE ENTERTAINMENT CORP.

                                          By   /s/
                                            __________________________

                                          Name:
                                          Title:



                                          LIONS GATE ENTERTAINMENT INC.

                                          By   /s/
                                            __________________________

                                          Name:
                                          Title:



                                          GUARANTORS:


                                          408376 B.C. LIMITED
                                          AM PSYCHO PRODUCTIONS, INC.
                                          ATTRACTION PRODUCTIONS LLC
                                          BLUE PRODUCTIONS INC.
                                          CINEPIX ANIMATION INC./ANIMATION
                                               CINEPIX INC.
                                          CINEPIX FILMS INC./FILMS CINEPIX INC.
                                          CONFIDENCE PRODUCTIONS, INC.
                                          COVEN PRODUCTIONS CORP.
                                          CUBE FORWARD PRODUCTIONS CORP.
                                          DEAD ZONE PRODUCTION CORP.
                                          DEVILS REJECTS, INC.
                                          FINAL CUT PRODUCTIONS CORP.
                                          FIVE DAYS PRODUCTIONS CORP.
                                          FRAILTY PRODUCTIONS, INC.
                                          HIGH CONCEPT PRODUCTIONS INC.
                                          HYPERCUBE PRODUCTIONS CORP.
                                          KING OF THE WORLD PRODUCTIONS LLC
                                          LG PICTURES INC.
                                          LIONS GATE FILMS CORP.
                                          LIONS GATE FILMS DEVELOPMENT CORP.
                                          LIONS GATE FILMS PRODUCTIONS
                                                CORP./PRODUCTIONS FILMS LIONS
                                                GATE S.A.R.F.
                                          LIONS GATE MUSIC CORP.
                                          LIONS GATE RECORDS, INC.




                                       5
<PAGE>

     LIONS GATE STUDIO MANAGEMENT LTD.
     LIONS GATE TELEVISION CORP.
     LIONS GATE TELEVISION (ONTARIO) CORP.
     LIONS GATE TELEVISION
          DEVELOPMENT LLC
     LIONS GATE TELEVISION INC.
     LUCKY 7 PRODUCTIONS CORP.
     MISSING PRODUCTIONS CORP.
     MISSING PRODUCTIONS I CORP.
     MISSING PRODUCTIONS II CORP.
     MOTHER PRODUCTIONS CORP.
     M WAYS PRODUCTIONS CORP.
     M WAYS II PRODUCTIONS CORP.
     PLANETARY PRODUCTIONS, LLC
     PRESSURE PRODUCTIONS CORP.
     PRISONER OF LOVE PRODUCTIONS CORP.
     PROFILER PRODUCTIONS CORP.
     PSYCHO PRODUCTIONS SERVICES CORP.
     SHUTTERSPEED PRODUCTIONS CORP.
     TERRESTRIAL PRODUCTIONS CORP.
     VOID PRODUCTIONS CORP.
     WEEDS PRODUCTIONS INC.
     WRITERS ON THE WAVE
     3F SERVICES, INC.
     ARIMA INC.
     ARTISAN ENTERTAINMENT INC.
     ARTISAN FILMED PRODUCTIONS, INC.
     ARTISAN HOME ENTERTAINMENT INC.
     ARTISAN MUSIC INC.
     ARTISAN PICTURES INC.
     ARTISAN RELEASING INC.
     ARTISAN TELEVISION INC.
     BD OPTICAL MEDIA, INC.
     BL DISTRIBUTION CORP.
     CAVE PRODUCTIONS, INC.
     FHCL, LLC
     FILM HOLDINGS CO.
     FUSION PRODUCTIONS, INC.
     LANDSCAPE ENTERTAINMENT CORP.
     POST PRODUCTION, INC.
     PUNISHER PRODUCTIONS, INC.
     SCREENING ROOM, INC.


                                       6
<PAGE>







                              SILENT DEVELOPMENT CORP.
                              VESTRON INC.



                              By:             /s/
                                  ____________________________
                                  Name:
                                  Title:




                              BLAIR WITCH FILM PARTNERS LTD.
                              By:  Artisan Filmed Productions Inc.
                              Its: General Partner



                              By:             /s/
                                  ____________________________
                                  Name:
                                  Title:




                              LENDERS:

                              JPMORGAN CHASE BANK,
                              individually and as Administrative Agent



                              By:
                                  _____________________________
                                  Name:
                                  Title:
                                  Address:   1166 Avenue of the Americas,
                                             17th floor
                                             New York, NY 10136-2708
                                  Attention: Garrett Verdone
                                  Facsimile: (212) 899-2893




                              BANK LUEMI USA



                              By:
                                  ______________________________
                                  Name:
                                  Title:
                                  Address:
                                  Attention:
                                  Facsimile:




                                       7
<PAGE>
                                   SILENT DEVELOPMENT CORP.
                                   VESTRON INC.



                                   By: ________________________________________
                                       Name:
                                       Title:


                                   BLAIR WITCH FILM PARTNERS LTD.
                                   By:  Artisan Filmed Productions Inc.
                                   Its: General Partner


                                   By: ________________________________________
                                       Name:
                                       Title:


                                   LENDERS:

                                   JPMORGAN CHASE BANK,
                                   individually and as Administrative Agent



                                   By: /s/ Garrett J. Verdone
                                       ________________________________________
                                       Name:      GARRETT J. VERDONE
                                       Title:     SENIOR VICE PRESIDENT
                                       Address:   1166 Avenue of the Americas,
                                                  17th floor
                                                  New York, NY 10136-2708
                                       Attention: Garrett Verdone
                                       Facsimile: (212) 899-2893


                                   BANK LEUMI USA



                                   By: ________________________________________
                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:


                                       7


<PAGE>
                                   SILENT DEVELOPMENT CORP.
                                   VESTRON INC.



                                   By: ________________________________________
                                       Name:
                                       Title:


                                   BLAIR WITCH FILM PARTNERS LTD.
                                   By:  Artisan Filmed Productions Inc.
                                   Its: General Partner


                                   By: ________________________________________
                                       Name:
                                       Title:




                                   JPMORGAN CHASE BANK,
                                   individually and as Administrative Agent



                                   By:
                                       ________________________________________
                                       Name:
                                       Title:
                                       Address:   1166 Avenue of the Americas,
                                                  17th floor
                                                  New York, NY 10136-2708
                                       Attention: Garrett Verdone
                                       Facsimile: (212) 899-2893


                                   BANK LEUMI USA



                                   By: /s/ Melanie L. Krinsky
                                       ________________________________________
                                       Name:      Melanie L. Krinsky
                                       Title:     First Vice President
                                       Address:   8383 Wilshire Blvd., #400
                                       Attention: Beverly Hills, CA 90211
                                       Facsimile: (323) 966-4251


                                       7


<PAGE>
                                               BNP PARIBAS

                                               By     /s/    Frederique Merhaut
                                                  ______________________________

                                                  Name:      Frederique Merhaut
                                                  Title:     Director
                                                  Address:
                                                  Attention:
                                                  Facsimile:


                                               By     /s/    Tjalling Terpstra
                                                  ______________________________

                                                  Name:      Tjalling Terpstra
                                                  Title:     Director
                                                  Address:
                                                  Attention:
                                                  Facsimile:


                                               CITY NATIONAL BANK


                                               By
                                                  ______________________________

                                                  Name:
                                                  Title:
                                                  Address:
                                                  Attention:
                                                  Facsimile:


                                               FLEET NATIONAL BANK


                                               By
                                                  ______________________________

                                                  Name:
                                                  Title:
                                                  Address:
                                                  Attention:
                                                  Facsimile:



                                       8
<PAGE>
                                                BNP PARIBAS

                                                By
                                                   _____________________________

                                                   Name:
                                                   Title:
                                                   Address:
                                                   Attention:
                                                   Facsimile:


                                                By
                                                   _____________________________

                                                   Name:
                                                   Title:
                                                   Address:
                                                   Attention:
                                                   Facsimile:


                                                CITY NATIONAL BANK


                                                By   /s/   NORMAN B. STARR
                                                   _____________________________

                                                   Name:   NORMAN B. STARR
                                                   Title:  SENIOR VICE PRESIDENT
                                                   Address:
                                                   Attention:
                                                   Facsimile:


                                                FLEET NATIONAL BANK


                                                By
                                                   _____________________________

                                                   Name:
                                                   Title:
                                                   Address:
                                                   Attention:
                                                   Facsimile:




                                       8
<PAGE>
                                                BNP PARIBAS

                                                By
                                                   _____________________________

                                                   Name:
                                                   Title:
                                                   Address:
                                                   Attention:
                                                   Facsimile:


                                                By
                                                   _____________________________

                                                   Name:
                                                   Title:
                                                   Address:
                                                   Attention:
                                                   Facsimile:


                                                CITY NATIONAL BANK


                                                By
                                                   _____________________________

                                                   Name:
                                                   Title:
                                                   Address:
                                                   Attention:
                                                   Facsimile:


                                                FLEET NATIONAL BANK


                                                By  /s/     AMY PEDEN
                                                   _____________________________

                                                   Name:    Amy Peden
                                                   Title:   Vice President
                                                   Address: 335 Madison Ave
                                                            New York, NY 20034
                                                   Attention:
                                                   Facsimile: 212-503-7173







                                       8
<PAGE>


                               ISRAEL DISCOUNT BANK OF NEW YORK


                               /s/ Alan Lefkowitz
                            By _______________________________
                               Name: Alan Lefkowitz
                               Title: FVP
                               Address: 511 5th Avenue, New York, New York 10017
                               Attention: Alan Lefkowitz
                               Facsimile: 212 551 8720



                               /s/ Lucas Ramirez
                            By _______________________________
                               Name: Lucas Ramirez
                               Title: AVP
                               Address: 511 5th Avenue, New York, New York 10017
                               Attention: Lucas Ramirez
                               Facsimile: 212 551 8720



                            JP MORGAN CHASE BANK, TORONTO
                            BRANCH, individually and as Canadian Agent


                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:



                            MANUFACTURERS BANK


                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:


                                       9
<PAGE>


                            ISRAEL DISCOUNT BANK OF NEW YORK


                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:



                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:


                            JP MORGAN CHASE BANK, TORONTO
                            BRANCH, individually and as Canadian Agent


                               /s/ Christine Chan
                            By _______________________________
                               Name: Christine Chan
                               Title: Vice President
                               Address: 200 Bay Street, Royal Bank Plaza,
                                        South Tower, 18th Floor, Toronto,
                                        Ontario M5J 2J2 Canada
                               Attention: Christine Chan
                               Facsimile: 416-981-9138



                            MANUFACTURERS BANK


                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:


                                       9
<PAGE>


                            ISRAEL DISCOUNT BANK OF NEW YORK


                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:



                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:


                            JP MORGAN CHASE BANK, TORONTO
                            BRANCH, individually and as Canadian Agent



                            By _______________________________
                               Name:
                               Title:
                               Address:
                               Attention:
                               Facsimile:



                            MANUFACTURERS BANK


                               /s/ Sandy Lee
                            By _______________________________
                               Name: Sandy Lee
                               Title: Vice President
                               Address: 515 S. Figueroa St.
                                        Los Angeles, CA 90071
                               Attention: Sandy Lee
                               Facsimile: 213-489-6028


                                       9
<PAGE>




                             U.S. BANK NATIONAL ASSOCIATION



                             By   /s/ Joan F. Stigllanoi
                                 ___________________________________________
                                 Name:      Joan F. Stigliano
                                 Title:     Senior Vice President
                                            Entertainment Industries Group
                                 Address:   U.S. Bank, National Association
                                 Attention: 633 West Fifth Street 30th Floor
                                            Los Angeles, CA 90071
                                 Facsimile: 213/615-6797




                             SOCIETE GENERALE



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:




                             THE LEWIS HORWITZ ORGANIZATION, a
                             division of Imperial Capital Bank



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:





                             UNION BANK OF CALIFORNIA, N.A.



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:





                                       10



<PAGE>


                             U.S. BANK NATIONAL ASSOCIATION



                             By
                                 ___________________________________________
                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:




                             SOCIETE GENERALE



                             By  /s/ Mark Vigil
                                 ___________________________________________

                                 Name:      Mark Vigil
                                 Title:     Managing Director
                                 Address:   1221 Avenue of the Americas
                                            New York, NY 10020
                                 Attention: Mark Vigil
                                 Facsimile: (212) 278-6146




                             THE LEWIS HORWITZ ORGANIZATION, a
                             division of Imperial Capital Bank



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:





                             UNION BANK OF CALIFORNIA, N.A.



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:






                                       10
<PAGE>


                             U.S. BANK NATIONAL ASSOCIATION



                             By
                                 ___________________________________________
                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:




                             SOCIETE GENERALE



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:




                             THE LEWIS HORWITZ ORGANIZATION, a
                             division of Imperial Capital Bank



                             By  /s/ [SIGNATURE ILLEGIBLE]
                                 ___________________________________________

                                 Name:       David [ILLEGIBLE]
                                 Title:      VP/M.D.
                                 Address:    1840 Century Park East #1000
                                 Attention:
                                 Facsimile:  310 275-8055





                             UNION BANK OF CALIFORNIA, N.A.



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:






                                       10
<PAGE>


                             U.S. BANK NATIONAL ASSOCIATION



                             By
                                 ___________________________________________
                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:




                             SOCIETE GENERALE



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:




                             THE LEWIS HORWITZ ORGANIZATION, a
                             division of Imperial Capital Bank



                             By
                                 ___________________________________________

                                 Name:
                                 Title:
                                 Address:
                                 Attention:
                                 Facsimile:





                             UNION BANK OF CALIFORNIA, N.A.



                             By  /s/ Kin Cheng
                                 ___________________________________________

                                 Name:       Kin Cheng
                                 Title:      Assistant Vice President
                                 Address:    445 S. Figueroa St. 16th Floor
                                             LA, CA  90071
                                 Attention:  Danny Mandel
                                 Facsimile:  213-236-5852






                                       10
<PAGE>
                                     WESTLB AG (formerly Westdeutsche Landesbank
                                     Girozentrale), NEW YORK BRANCH

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:
                                        Address:
                                        Attention:
                                        Facsimile:

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:
                                        Address:
                                        Attention:
                                        Facsimile:


                                     THE ROYAL BANK OF SCOTLAND PLC

                                     By /s/ T. Castledine
                                        ----------------------------------------
                                        Name:  TREVOR CASTLEDINE
                                        Title: AUTHORISED SIGNATORY
                                        Address:
                                        Attention:
                                        Facsimile:


                                     ARES VI CLO LTD.

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:
                                        Address:
                                        Attention:
                                        Facsimile:


                                       11
<PAGE>
                                     WESTLB AG (formerly Westdeutsche Landesbank
                                     Girozentrale), NEW YORK BRANCH

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:
                                        Address:
                                        Attention:
                                        Facsimile:

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:
                                        Address:
                                        Attention:
                                        Facsimile:


                                     THE ROYAL BANK OF SCOTLAND PLC

                                     By
                                        ----------------------------------------
                                        Name:
                                        Title:
                                        Address:
                                        Attention:
                                        Facsimile:


                                     ARES VI CLO LTD.

                                     By /s/ Seth J. Brufsky
                                        ----------------------------------------
                                        Name:  SETH J. BRUFSKY
                                        Title: VICE PRESIDENT
                                        Address:
                                        Attention:
                                        Facsimile:


                                       11
<PAGE>
                                         ARES VII CLO LTD.

                                         By  /s/     Seth J. Brufsky
                                            _____________________________

                                            Name:     SETH J. BRUFSKY
                                            Title:    VICE PRESIDENT
                                            Address:
                                            Attention:
                                            Facsimile:


                                         ARES VIII CLO LTD.

                                         By  /s/      Seth J. Brufsky
                                            _____________________________

                                            Name:     SETH J. BRUFSKY
                                            Title:    VICE PRESIDENT
                                            Address:
                                            Attention:
                                            Facsimile:


                                         ARES LEVERAGED INVESTMENT FUND II,
                                         L.P.

                                         By   /s/     Seth J. Brufsky
                                            _____________________________

                                            Name:     SETH J. BRUFSKY
                                            Title:    VICE PRESIDENT
                                            Address:
                                            Attention:
                                            Facsimile:


                                         BLACKROCK LIMITED DURATION INCOME
                                         TRUST

                                         By
                                            _____________________________

                                            Name:
                                            Title:
                                            Address:
                                            Attention:
                                            Facsimile:





                                       12
<PAGE>
                                          ELC (CAYMAN) LTD. 1999-II


                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                          ELC (CAYMAN) LTD. 1999-III


                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                          ELC (CAYMAN) LTD. 2000-I


                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                          MAPLEWOOD (CAYMAN) LIMITED

                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:

                                       14
<PAGE>

                                       MASSACHUSETTS MUTUAL LIFE
                                       INSURANCE COMPANY

                                       By
                                          _____________________________

                                          Name:
                                          Title:
                                          Address:
                                          Attention:
                                          Facsimile:


                                       PRESEUS CDO I LIMITED


                                       By
                                          _____________________________

                                          Name:
                                          Title:
                                          Address:
                                          Attention:
                                          Facsimile:


                                       SEABOARD CLO 2000 LTD.

                                       By
                                          _____________________________

                                          Name:
                                          Title:
                                          Address:
                                          Attention:
                                          Facsimile:


                                       SIMSBURY CLO, LIMITED

                                       By
                                          _____________________________

                                          Name:
                                          Title:
                                          Address:
                                          Attention:
                                          Facsimile:


                                       15
<PAGE>
                                          TRYON CLO LTD. 2000-I

                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                          EATON VANCE INSTITUTIONAL SENIOR
                                          LOAN FUND


                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                          EATON VANCE LIMITED DURATION
                                          INCOME FUND


                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                          EATON VANCE SENIOR FLOATING RATE
                                          TRUST


                                          By
                                             _____________________________

                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:

                                       16
<PAGE>
                                    EATON VANCE SENIOR INCOME TRUST


                                    By
                                       _____________________________

                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:


                                    EATON VANCE VT FLOATING-RATE
                                    INCOME FUND


                                    By
                                       _____________________________

                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:


                                    GRAYSON & CO.

                                    By
                                       _____________________________

                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:


                                    SENIOR DEBT PORTFOLIO

                                    By
                                       _____________________________

                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:



                                       17
<PAGE>


                                    OXFORD STRATEGIC INCOME FUND

                                    By
                                       _____________________________

                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:


                                    FIDELITY ADVISOR SERIES II: FIDELITY
                                    ADVISOR FLOATING HIGH RATE INCOME
                                    FUND (161)


                                    By
                                       _____________________________

                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:








                                       18
<PAGE>
                                   ARCHIMEDES FUNDING III, LTD.

                                   BY: ING Capital Advisors LLC,
                                       as Collateral Manager



                                   BY: /s/ Steven Gorski
                                       ________________________________________
                                       Name:  Steven Gorski
                                       Title: Director


                                   ARCHIMEDES FUNDING IV (CAYMAN), LTD.

                                   BY: ING Capital Advisors LLC,
                                       as Collateral Manager


                                   BY: /s/ Steven Gorski
                                       ________________________________________
                                       Name:  Steven Gorski
                                       Title: Director



                                   ENDURANCE CLO I, LTD.

                                   By: ING Capital Advisors LLC,
                                       as Portfolio Manager



                                   BY: /s/ Steven Gorski
                                       ________________________________________
                                       Name:  Steven Gorski
                                       Title: Director


                                   ING-ORYX CLO LTD.

                                   BY: ING Capital Advisors LLC,
                                       as Collateral Manager


                                   BY: /s/ Steven Gorski
                                       ________________________________________
                                       Name:  Steven Gorski
                                       Title: Director


                                       19



<PAGE>
                                   NEMEAN CLO LTD.

                                   By: ING Capital Advisors LLC,
                                       as Investment Manager



                                   By: /s/ Steven Gorski
                                       ________________________________________
                                   Name:  Steven Gorski
                                   Title: Director


                                   SEQUILS-ING I (HBDGM), LTD.

                                   BY: ING Capital Advisors LLC,
                                       as Collateral Manager


                                   BY: /s/ Steven Gorski
                                       ________________________________________
                                   Name:  Steven Gorski
                                   Title: Director



                                   OCTAGON INVESTMENT PARTNERS II, LLC



                                   By  ________________________________________
                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:


                                   OCTAGON INVESTMENT PARTNERS III, LTD.



                                   By  ________________________________________
                                       Name:
                                       Title:
                                       Address:
                                       Attention:
                                       Facsimile:


                                       20





<PAGE>
                                           OCTAGON INVESTMENT PARTNERS IV, LTD.


                                           By
                                             ----------------------------------
                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                           OCTAGON INVESTMENT PARTNERS V, LTD.


                                           By
                                             ----------------------------------
                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:



                                            OCTAGON INVESTMENT PARTNERS VI, LTD.


                                            By
                                              ----------------------------------
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:



                                       21
<PAGE>
                                           PUTNAM DIVERSIFIED INCOME TRUST


                                           By
                                             ----------------------------------
                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:


                                           PUTNAM HIGH YIELD ADVANTAGE FUND


                                           By
                                             ----------------------------------
                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:



                                            PUTNAM HIGH YIELD TRUST


                                            By
                                              ----------------------------------
                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:



                                            PUTNAM VARIABLE TRUST - PVT HIGH
                                            YIELD FUND


                                            By
                                              ----------------------------------
                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:



                                       22
<PAGE>
                                           FOOTHILL INCOME TRUST, LP


                                           By
                                             ----------------------------------
                                             Name:
                                             Title:
                                             Address:
                                             Attention:
                                             Facsimile:















                                       23
<PAGE>
                                                                      SCHEDULE A
                                                                      ----------

                            LIONS GATE ENTERTAINMENT

              ___% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024

--------------------------------------------------------------------------------
                  INDICATIVE TERM SHEET -- SEPTEMBER 21, 2004
--------------------------------------------------------------------------------


ISSUER:                         Lions Gate Entertainment Inc. ("U.S. Lions
                                Gate")

GUARANTOR:                      Lions Gate Entertainment Corp. ("Lions Gate")

TRADE DATE:                     October [__], 2004

SETTLEMENT DATE:                October [  ], 2004 (T+3)

MATURITY DATE:                  October 15, 2024

REPURCHASE AT OPTION OF HOLDER: Each holder may require U.S. Lions Gate to
                                repurchase the notes in cash, in whole or in
                                part, on each of October 15, 2011, 2014 and 2019
                                for a repurchase price equal to 100% of the
                                principal amount of the notes plus accrued and
                                unpaid interest and additional interest, if any,
                                to, but excluding, the date of repurchase.


OPTIONAL REDEMPTION BY COMPANY: Lions Gate may redeem all or portion of the
                                notes at its option on or after October 15, 2009
                                at the following redemption prices:

                                                                      Redemption
                                Date                                  Price
                                ------------------------------------------------
                                October 15, 2009 to October 14, 2010  [  ]%
                                October 15, 2010 to October 14, 2011  [  ]%
                                October 15, 2011 and thereafter       100.000%

OFFERING SIZE:                  $125,000,000

OVER-ALLOTMENT OPTION:          $25,000,000

FACE AMOUNT:                    $1,000

OFFERING PRICE:                 100.00

COUPON/YIELD TO MATURITY:       [__%]

COUPON PAYMENT DATES:           [October] 15 and [April] 15, beginning [April]
                                15, 2005

CLOSING SALE PRICE (______/04): $

CONVERSION PREMIUM:             [__%]

CONVERSION PRICE:               $[__]

CONVERSION RATIO:               [__]

GUARANTEE:                      The notes will be fully and unconditionally
                                guaranteed by Lions Gate, U.S. Lions Gate's
                                ultimate parent company.

RANKING:                        The notes and the related guarantee, as
                                applicable;

                                  -  will be unsecured senior subordinated
                                     obligations;

                                       24
<PAGE>
                         -  will rank subordinate in right of payment to (1) up
                            to $340 million outstanding principal amount of bank
                            debt, (2) up to $75 million outstanding principal
                            amount of vendor financing, and (3) secured
                            financing in connection with motion picture and
                            television productions and/or acquisitions, or
                            acquisitions of libraries or catalogues, with
                            respect to such secured financing, only to the
                            extent of the value of the assets secured;

                         -  will be effectively subordinated to all other
                            existing and future secured indebtedness of U.S.
                            Lions Gate or Lions Gate, as applicable, to the
                            extent of the value of the assets securing such
                            debt;

                         -  will be effectively subordinated to the liabilities,
                            including trade payables, of Lions Gate's direct and
                            indirect subsidiaries other than U.S. Lions Gate;
                            and

                         -  other than as set out above, will rank on parity in
                            right of payment with all U.S. Lions Gate's and
                            Lions Gate's existing and future unsecured senior
                            debt.

CONVERSION:         Each holder may convert the notes into common shares of
                    Lions Gate at a conversion rate of _____ common shares per
                    $1,000 principal amount of notes, subject to adjustment,
                    before the close of business on the trading day immediately
                    before the maturity date, unless the notes have been
                    previously redeemed or repurchased, under any of the
                    following circumstances during the periods specified:

                         -  if, on or before October 15, 2019, the closing price
                            of the common shares of Lions Gate for at least 20
                            trading days in the 30 consecutive trading day
                            period ending on the eleventh trading day of the
                            preceding fiscal quarter exceeds 120% of the
                            then-current conversion price in effect, then the
                            holder will have the right to convert its notes
                            until the eleventh trading day of the immediately
                            following fiscal quarter;

                         -  if, on any trading day after October 15, 2019, the
                            closing sale price of the common shares of Lions
                            Gate exceeds 120% of the then-current conversion
                            price in effect, then the holder will have the right
                            to convert its notes at all times thereafter until
                            the close of business on the trading day immediately
                            before the maturity date;

                         -  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 was less than 98% of the product
                            of the closing sale price of the common shares of
                            Lions Gate and the conversion rate then in effect,
                            then the

                                       25


<PAGE>
                              holder will have the right to convert its notes
                              until the close of business on the fifth trading
                              day immediately following the conclusion of any
                              such five consecutive trading-day period;

                          -   if U.S. Lions Gate calls the holder's notes for
                              redemption, the holder will have the right to
                              convert the notes called for redemption from the
                              date of the notice of redemption until the close
                              of business on the trading day immediately before
                              the redemption date, after which time the
                              holder's right to convert will expire unless U.S.
                              Lions Gate defaults in the payment of the
                              redemption price;

                          -   if Lions Gate distributes to all or substantially
                              all holders of its common shares, rights, options
                              or warrants entitling them to purchase its common
                              shares at a price less than the average closing
                              sale price of the common shares of Lions Gate for
                              the ten trading days ending on the trading day
                              immediately before the declaration date, the
                              holder will have the right to convert its notes
                              until a specified date unless it can participate
                              in the distribution without converting its notes;
                              or

                          -   if Lions Gate distributes to all holders of its
                              common shares, cash or other assets, debt
                              securities or rights to purchase its securities,
                              which distribution has a per common share value
                              exceeding 5% of the closing sale price of its
                              common shares on the trading day immediately
                              before the declaration date for such
                              distribution, the holder will have the right to
                              convert its notes until a specified date unless
                              it can participate in the distribution without
                              converting its notes.

                      In addition, if Lions Gate or U.S. Lions Gate becomes a
                      party to a consolidation, merger, binding share exchange
                      or sale or conveyance of all or substantially all of its
                      property and assets that constitutes a "designated event"
                      (a change in control (as defined) or a termination of
                      trading), or such an event occurs that would have been a
                      change in control but for certain exceptions, then the
                      holder will have the right to convert its notes beginning
                      15 days before the date announced by Lions Gate or U.S.
                      Lions Gate, as the case may be, 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. Under certain circumstances, the holder
                      will also be entitled to receive a make whole premium
                      upon such a change in control.

HOLDERS REPURCHASE
RIGHT:                Holders will have the right to require U.S. Lions Gate to
                      repurchase the notes at par upon a designated event.

MAKE WHOLE PREMIUM:   Upon the occurrence of a change in control, under certain
                      circumstances U.S. Lions Gate will pay, in addition to
                      the repurchase price, a make whole premium on notes
                      converted or tendered for repurchase in connection with
                      the change in control.

                                       26
<PAGE>
                     The amount of the make whole premium, if any, will be based
                     on the price of the common shares of Lions Gate on the
                     effective date of the designated event. No make whole
                     premium will be paid if the price of the common shares of
                     Lions Gate is less than $[7.00] or if the price of the
                     common shares of Lions Gate exceeds $[50.00] (in each case,
                     subject to adjustment).

                     In the event of a change in control that would otherwise
                     trigger the obligation of U.S. Lions Gate to pay the make
                     whole premium, U.S. Lions Gate will have the option of
                     paying the make whole premium to the holders or causing the
                     notes to be convertible into common shares of the surviving
                     company in such change in control so long as such shares
                     are traded primarily on a national securities exchange or
                     quoted primarily on the NASDAQ Market.

RATING:              Not rated

GROSS SPREAD:        3.00%

PLACEMENT AGENTS:    SG Cowen & Co., LLC

OFFERING TYPE:       144A offering

CUSIP NUMBER:        --

COMMON STOCK TICKER: LGF

USE OF PROCEEDS:     To repay certain obligations under existing credit facility
                     and for general corporate purposes, including acquisitions.

    The terms set forth above are to be kept in strictest confidence; any
reproduction or distribution of such terms, in whole or in part, or disclosure
of any of its contents is strictly prohibited. The terms set forth above do not
constitute a direct or implied commitment on the part of SG Cowen to sell the
securities. Such engagement shall be set forth in a separate agreement and may
be subject to, among other things, satisfactory completion of due diligence by
SG Cowen, market conditions, the absence of adverse changes to the Company's
business or financial condition, approval of SG Cowen's internal committee and
any other conditions that SG Cowen may deem appropriate for transactions of
such nature.



                                       27