8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2012

Lions Gate Entertainment Corp.

(Exact name of registrant as specified in charter)

British Columbia, Canada

(State or Other Jurisdiction of Incorporation)

 (Commission File Number) 1-14880  (IRS Employer Identification No.) N/A

(Address of principal executive offices)1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

(Registrant’s telephone number, including area code) (877) 848-3866

__________________NO CHANGE__________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 15, 2012, Lions Gate Entertainment Inc. (“LGEI”), a wholly-owned subsidiary of Lions Gate Entertainment Corp., entered into a supplemental indenture dated as of October 15, 2012 (the “Supplemental Indenture”) to amend the indenture (the “Indenture”) governing LGEI’s 10.25% senior secured second-priority notes due 2016 (the “Notes”). The Supplemental Indenture amends the Indenture to, among other things, enable LGEI to incur additional secured indebtedness under that certain Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement, dated as of September 27, 2012, by and among LGEI, as borrower, the guarantors referred to therein and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, in an aggregate principal amount not to exceed $650 million (an increase from the $340 million limit previously specified in the Indenture).

The Supplemental Indenture was entered into following receipt of the requisite consents from the holders of the Notes pursuant to the previously announced consent solicitation from holders of the Notes to effect certain proposed amendments to the Indenture to permit LGEI to incur additional secured indebtedness. The consent solicitation expired at 5 p.m., New York City time on October 12, 2012.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.Description

4.1 Supplemental Indenture dated October 15, 2012 among Lions Gate Entertainment Inc., Lions Gate Entertainment Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 15, 2012

LIONS GATE ENTERTAINMENT CORP.

(Registrant)

By: /s/ Wayne Levin    

Name: Wayne Levin

Title: General Counsel and EVP, Corporate Operations

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

    This Supplemental Indenture dated as of October 15, 2012 (this “SupplementalIndenture”), is entered into among Lions Gate Entertainment Inc., a Delaware corporation (the “Issuer”), Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia (“Parent”), the other Guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”).

WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered the Indenture, dated as of October 21, 2009 (as supplemented and amended to date, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 10.25% Senior Secured Second-Priority Notes due 2016 (the “Notes”);

WHEREAS, the Issuer and its Restricted Subsidiaries have been permitted under the Indenture to Incur Indebtedness under the Senior Credit Facility in an aggregate principal amount not to exceed $340,000,000; and

WHEREAS, the Issuer, the Guarantors and the Trustee have duly authorized the execution and delivery of this instrument to permit the Issuer to Incur additional secured indebtedness (“Additional Indebtedness”) under that certain Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement, dated as of September 27, 2012, by and among the Issuer, as borrower, the guarantors referred to therein, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, and the lenders referred to therein, as amended, restated or modified from time to time (the “Senior Credit Facility”), in an aggregate principal amount not to exceed $650 million, and certain other amendments to the Indenture as set forth herein and have done all things necessary to make this instrument a valid agreement of the parties hereto, in accordance with its terms.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

DEFINITIONS

Section 1.01.Definitions. Capitalized terms used in this instrument and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

ARTICLE II

AMENDMENTS

Section 2.01.Amendments.

(a) Section 1.01 of the Indenture shall be amended by deleting the definition of “Senior Credit Facility” in its entirety and replacing such definition with the following definition:

“‘Senior Credit Facility’” means the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement, as amended as of September 27, 2012, among the Issuer, as borrower, the guarantors referred to therein, JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank, and the lenders parties thereto from time to time, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part

#PageNum#

from time to time (including increasing the amount loaned thereunder provided that such additional Indebtedness is Incurred in accordance with Section 4.09; provided that the Senior Credit Facility shall not (1) include Indebtedness issued, created or Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the Securities Act or (2) relate to Indebtedness that does not consist exclusively of Pari Passu Indebtedness or Guarantor Pari Passu Indebtedness.”

(b) Section 4.09(b)(1)(A) of the Indenture shall be amended by deleting the number “340,000,000” and replacing such number with “650,000,000.”

ARTICLE III

MISCELLANEOUS

Section 3.01. Relation to Indenture. This Supplemental Indenture supplements the Indenture, and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture, and the Notes issued thereunder shall continue in full force and effect.

Section 3.02. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 3.03. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 3.04. Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

#PageNum#

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

[signature pages follow]

ISSUER

LIONS GATE ENTERTAINMENT INC.
By: /s/ Wayne Levin
	Name: Wayne Levin
	Title: Vice President

PARENT

LIONS GATE ENTERTAINMENT CORP.
By: /s/ Wayne Levin
	Name: Wayne Levin
	Title: Executive Vice President

GUARANTORS

100 PLUS PRODUCTIONS, INC.
ABX PRODUCTIONS, INC.
ALL ABOUT US PRODUCTIONS INC.
ANGER PRODUCTIONS, INC.
ARIMA, INC.
ARTISAN ENTERTAINMENT INC.
ARTISAN FILMED PRODUCTIONS INC.
ARTISAN HOME ENTERTAINMENT INC.
ARTISAN PICTURES LLC
ARTISAN RELEASING LLC
AWAKEN PRODUCTIONS INC.
AWAKEN PRODUCTIONS CORP.
BACKSEAT PRODUCTIONS, LLC
BASTER PRODUCTIONS, LLC
BD OPTICAL MEDIA, INC.
BHF PRODUCTIONS, INC.
BLAIR WITCH FILMS, LLC
BLUE MOUNTAIN STATE PRODUCTIONS CORP.
BOSS KANE PRODUCTIONS, INC.
BURROWERS PRODUCTIONS, INC.
CALLER PRODUCTIONS, INC.
CATX ACTION1 12 PRODUCTIONS, INC.
CATX ADDICTED 12 PRODUCTIONS, INC.
CATX CERTAIN SLANT 12 PRODUCTIONS, INC.
CATX DMAIL 12 PRODUCTIONS, INC.
CATX EXORCISM 12 PRODUCTIONS, INC.
CATX ICARUS 12 PRODUCTIONS, INC.
CATX REAWAKENING 12 PRODUCTIONS, INC.
CATX RICKY 12 PRODUCTIONS, INC.

Signature Page to Supplemental Indenture

CATX TAPE4 12 PRODUCTIONS, INC.

CATX TIME AFTER TIME 12 PRODUCTIONS, INC.

CATX TWO EYES 12 PRODUCTIONS, INC.

CATX WEE 12 PRODUCTIONS, INC.

CATX XOXO 12 PRODUCTIONS, INC.

CBLG PRODUCTIONS, LLC

CRASH 2 TELEVISION PRODUCTIONS, INC.

CRASH TELEVISION PRODUCTIONS, INC.

COUNTRYMAN PRODUCTIONS, LLC

CUPID PRODUCTIONS, INC.

DANCING ELK PRODUCTIONS, LLC

DD2 ACQUISITION CORP.

DEAD ZONE PRODUCTION CORP.

DEBMAR STUDIOS, INC.

DEBMAR/MERCURY (WW) PRODUCTIONS LLC

DEBMAR/MERCURY, LLC

DELISH PROJECTS, LLC

DELISH TELEVISION DEVELOPMENT, LLC

DJM SERVICES, INC.

DODGE PRODUCTIONS LLC

DRESDEN FILES PRODUCTIONS CORP.

DRESDEN FILES PRODUCTIONS I CORP.

FEAR ITSELF PRODUCTIONS CORP.

FILM HOLDINGS CO.

GC FILMS, INC.

GC SHORT FILMS, INC.

GGX PRODUCTIONS, INC.

GHS PRODUCTIONS, LLC

GOOD EVEL PRODUCTIONS, INC.

GRINDSTONE ENTERTAINMENT GROUP, LLC

HEART FRANK, INC.

HIGHER POST LLC

HORSEMEN PRODUCTIONS, LLC

INVISIBLE CASTING INC.

IV PRODUCTIONS, INC.

IV3D PRODUCTIONS CORP.

IWC PRODUCTIONS, LLC

JESSABELLE PRODUCTIONS, INC.

JV1 DELISH, LLC

KILL PIT PRODUCTIONS INC.

LADY PRISON PRODUCTIONS, INC.

LAMB PRODUCTIONS, INC.

LANDSCAPE ENTERTAINMENT CORP.

LAST PRODUCTIONS, INC.

LG HORROR CHANNEL HOLDINGS, LLC

LG PICTURES INC.

LGAC3, LLC

LIONS GATE ENTERTAINMENT CORP.

LIONS GATE FILMS INC.

LIONS GATE FILMS PRODUCTIONS CORP.

Signature Page to Supplemental Indenture

PRODUCTIONS FILMS LIONS GATE S.A.R.F.
LIONS GATE INDIA INC.
LIONS GATE INTERNATIONAL SALES, LLC
LIONS GATE MANDATE FINANCING VEHICLE INC.
LIONS GATE MUSIC CORP.
LIONS GATE MUSIC PUBLISHING LLC
LIONS GATE MUSIC, INC.
LIONS GATE ONLINE SHOP INC.
LIONS GATE PENNSYLVANIA, INC.
LIONS GATE RECORDS, INC.
LIONS GATE SPIRIT HOLDINGS, LLC
LIONS GATE TELEVISION DEVELOPMENT LLC
LIONS GATE TELEVISION INC.
LIONS GATE TELEVISION INTERNATIONAL – LATIN AMERICA, INC.
LIONS GATE X PRODUCTIONS, LLC
LOG PRODUCTIONS, LLC
LOL PRODUCTIONS, LLC
LOVE LESSONS PRODUCTIONS, INC.
LUCKY 7 PRODUCTIONS CORP.
LUDUS PRODUCTIONS, INC.
MANDATE FILMS, LLC
MANDATE PICTURES, LLC
MANIFEST ENTERTAINMENT, LLC
MERCURY PRODUCTIONS, LLC
MK ANIMATED, LLC
MOTHER PRODUCTIONS CORP.
MQP, LLC
NEXT PRODUCTION INC.
NGC FILMS, INC.
NR PRODUCTIONS, INC.
NURSE PRODUCTIONS INC.
PEARL RIVER HOLDINGS CORP.
PEEPLES PRODUCTIONS, INC.
PGH PRODUCTIONS, INC.
PLANETARY PRODUCTIONS, LLC
PLAYLIST, LLC
POWER MONGERING DESPOT, INC.
PRODUCTION MANAGEMENT INC.
PROFILER PRODUCTIONS CORP.
PSYCHO PRODUCTIONS SERVICES CORP.
PWG PRODUCTIONS, INC.
PX1 PRODUCTIONS CORP.
PX1 PRODUCTIONS, INC.
R & B PRODUCTIONS, INC.
RABBIT PRODUCTIONS, INC.
RG PRODUCTIONS, INC.
SCREENING ROOM, INC.
SDI PRODUCTIONS, INC.
SILENT DEVELOPMENT CORP.

Signature Page to Supplemental Indenture

SKILLPA PRODUCTIONS, LLC
SPECIAL OPS PRODUCTIONS, INC.
SS3 PRODUCTIONS, INC.
SWEAT PRODUCTIONS, INC.
TALK PRODUCTIONS CORP.
TCT PRODUCTIONS, INC.
TED PRODUCTIONS, INC.
TERRESTRIAL PRODUCTIONS CORP.
TINY HORSE PRODUCTIONS, INC.
TOUCH PRODUCTIONS CORP.
U.R.O.K. PRODUCTIONS, INC.
VERDICT PRODUCTIONS, INC.
VESTRON INC.
WEEDS PRODUCTIONS INC.
WILDE KINGDOM PRODUCTIONS CORP.
WOMEN IN COMEDY DOCUMENTARY, LLC

By: /s/ Wayne Levin
	Name: Wayne Levin
	Title: Authorized Signatory

Signature Page to Supplemental Indenture

TRUSTEE

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ Paula Oswald
	Name: Paula Oswald
	Title: Vice President