EXHIBIT 10.15 AMENDMENT #2 TO IGNITE LLC/LIONS GATE FILMS, INC. AGREEMENT OF FEBRUARY 15, 2001 Amendment made as of this 13th day of May, 2002 between Ignite LLC and Lions Gate Films, Inc. Reference is hereby made to the February 15, 2001 Agreement between Ignite LLC and Lions Gate Films, Inc. (the "Agreement"). Section 2.c. shall hereby be deemed deleted from the Agreement and the following shall hereby be inserted into the Agreement in its place. 2.c. FEES TO IGNITE LLC. Any Project optioned, acquired or developed by the Fund and subsequently produced by the Company shall result in: (i) FLAT FEE: A flat fee ("Producing Fee") equal to $150,000 being paid to Ignite LLC, on a 20/60/10/10 basis, increasing at a rate of 15% per Project produced hereunder on an annual basis (February to February (the "Annual Period") with increase based on the basic $150,000 such that it goes to $172,500 and then $195,000) with the fee reverting back to $150,000 at the beginning of each succeeding year; and (ii) CASH-BREAKEVEN CONTINGENT COMPENSATION: Contingent compensation to Ignite LLC as follows: (a) 2% of Gross Receipts at Cash-Breakeven up to the amount which is two times the Producing Fee payable to Ignite in connection with the subject Project; (b) thereafter, 2% of Gross Receipts at Cash-Breakeven (inclusive of Breakeven Fees of 10%) up to an additional amount which is equal to two times the Producing Fee payable to Ignite in connection with the subject Project. In no event shall the contingent compensation payable pursuant to this subsection exceed a cap equal to four times the Producing Fee payable to Ignite in connection with the subject Project. For purposes of this Agreement, "Cash-Breakeven" shall be defined as that point in time, if ever, when a sum equal to one hundred percent (100%) of the Total Gross Receipts, less the "Breakeven Expenses" and the "Breakeven Fees" (if any), both on an accrual and rolling basis, equals zero. For purposes of this Agreement, "Breakeven Expenses" shall mean all actual, direct, third party expenses including, without limitation the negative cost of the Picture, all P&A expenses related to the domestic release of the Picture, all foreign distribution expenses, a reasonable reserve for residuals and supplemental payments, home video marketing and duplication costs, plus actual interest (on all of the foregoing except reserves), creative participations actually paid and deferments actually paid prior to Cash Breakeven. For purposes of this Agreement, "Breakeven Fees" (if applicable) shall mean the specified percentage of the Total Gross Receipts; and (iii) AGR CONTINGENT COMPENSATION: Contingent compensation to Ignite LLC equal to 15% of Lions Gate's Adjusted Gross Receipts (all gross revenues received by or credited to Lions Gate, its parent, affiliates and subsidiary companies arising from the
exploitation of the Project in any and all media (now known or hereafter devised) after deduction by Lions Gate on a continuous basis of (i) distribution fees calculated as follows: 20% of U.S. Gross receipts and 20% of foreign receipts (provided that if Lions Gate engages a third party distributor with respect to any foreign territory, in no event shall the aggregate distribution fees exceed 35%); (ii) all actual third-party out-of-pocket distribution expenses (including a reasonable reserve for guild residuals) plus actual interest thereon; (iii) recoupment of Lions Gate contribution to the negative cost of the Project (i.e., all costs related to the development and production of the Project, specifically excluding overhead charges or allocations) plus actual interest thereon; (iv) all other mutually approved deferments paid to third-parties; and (v) any Flat Fee and Cash-Breakeven Contingent Compensation amounts paid or payable to Ignite LLC pursuant to subsections 2.c.(i) and 2.c.(ii) hereinabove.)
exploitation of the Project in any and all media (now known or hereafter devised) after deduction by Lions Gate on a continuous basis of (i) distribution fees calculated as follows: 20% of U.S. Gross receipts and 20% of foreign receipts (provided that if Lions Gate engages a third party distributor with respect to any foreign territory, in no event shall the aggregate distribution fees exceed 35%); (ii) all actual third-party out-of-pocket distribution expenses (including a reasonable reserve for guild residuals) plus actual interest thereon; (iii) recoupment of Lions Gate contribution to the negative cost of the Project (i.e., all costs related to the development and production of the Project, specifically excluding overhead charges or allocations) plus actual interest thereon; (iv) all other mutually approved deferments paid to third-parties; and (v) any Flat Fee and Cash-Breakeven Contingent Compensation amounts paid or payable to Ignite LLC pursuant to subsections 2.c.(i) and 2.c.(ii) hereinabove.) Ignite LLC shall receive fees and contingent compensation on any subsequent production based on any Project as set forth herein. Notwithstanding the foregoing, on any Project with a budget less than $3.0 million, the parties hereto agree to negotiate Ignite LLC's fee in good faith. The Producer Fees are for the exclusive benefit of Ignite LLC's shareholders. ACCEPTED AND AGREED: LIONS GATE FILMS, INC. By: _________________________________ Its: _________________________________ IGNITE LLC By: _________________________________ Its: _________________________________
EXHIBIT 10.20 AMENDMENT NO. 4 dated as of February 6, 2002 to the Credit, Security, Guaranty and Pledge Agreement dated as of September 25, 2000 among Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc. (together, the "Borrowers"), the Guarantors named therein, the Lenders referred to therein, The Chase Manhattan Bank, as Administrative Agent and as Issuing Bank for the Lenders (the "Agent"), National Bank of Canada as Canadian Facility Agent and Dresdner Bank AG as 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 hereinafter 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:
EXHIBIT 10.20 AMENDMENT NO. 4 dated as of February 6, 2002 to the Credit, Security, Guaranty and Pledge Agreement dated as of September 25, 2000 among Lions Gate Entertainment Corp. and Lions Gate Entertainment Inc. (together, the "Borrowers"), the Guarantors named therein, the Lenders referred to therein, The Chase Manhattan Bank, as Administrative Agent and as Issuing Bank for the Lenders (the "Agent"), National Bank of Canada as Canadian Facility Agent and Dresdner Bank AG as 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 hereinafter 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) The definition of "Eligible Library Amount" appearing in Article 1 of the Credit Agreement is hereby amended by adding the following at the end thereof: "and (iv) the Eligible Library Amount may be adjusted in accordance with the terms of Section 5.25 of this Credit Agreement." (B) The definition of "Print and Advertising Expenditures" appearing in Article 1 of the Credit Agreement is hereby deleted in its entirety. (C) The definition of "Unrecouped Print and Advertising Expenses" appearing in Article 1 of the Credit Agreement is hereby amended in its entirety to read as follows: "Unrecouped Print and Advertising Expenses" shall mean with respect to an item of Product produced for domestic theatrical release, the amount, if any, by which (a) print and advertising expenses exceeds the sum of (i) total receipts from all domestic media and markets plus (ii) receipts from all media and markets other than domestic media and markets after recoupment of negative costs."
(D) Section 5.1(a) is hereby amended by deleting the words "one hundred and twenty (120)" and inserting in lieu thereof, "one hundred (100)". (E) Section 5.1(b) is hereby amended by deleting the words "sixty (60)" and inserting in lieu thereof "fifty-five (55)". (F) Section 5.1(c) of the Credit Agreement is hereby amended by adding the following clauses (iv), (v), (vi) and (vii) at the end thereof: "(iv) setting forth the actual sources and uses of cash by LGEC and its Consolidated Subsidiaries on a business segment by business segment basis for the reporting period covered by such statements, with an explanation of the variations from projections delivered in the previous year."
(D) Section 5.1(a) is hereby amended by deleting the words "one hundred and twenty (120)" and inserting in lieu thereof, "one hundred (100)". (E) Section 5.1(b) is hereby amended by deleting the words "sixty (60)" and inserting in lieu thereof "fifty-five (55)". (F) Section 5.1(c) of the Credit Agreement is hereby amended by adding the following clauses (iv), (v), (vi) and (vii) at the end thereof: "(iv) setting forth the actual sources and uses of cash by LGEC and its Consolidated Subsidiaries on a business segment by business segment basis for the reporting period covered by such statements, with an explanation of the variations from projections delivered in the previous year." "(v) setting forth for each of the next four quarters all projected payments to be made by any Credit Parties of minimum guarantees and other Off-Balance Sheet Commitments." "(vi) setting forth a schedule of all feature film, television and video product released during the reporting period covered by such statements with actual print and advertising expenses and budget for each such feature film, television and video product, to the extent applicable and" "(vii) setting forth a schedule of all feature film, television and video product to be released during the current and the next three quarters with estimated release date, budget, and print and advertising expenses, to the extent applicable." (G) Section 5.1(h) is hereby amended in its entirety to read as follows: "not later than January 31, 2002 and thereafter each January 31st, the calculation of the Eligible Library Amount computed as of the last Business Day of September of the prior fiscal year". (H) Article 5 is hereby amended by adding a new Section 5.25 at the end thereof to read as follows: "SECTION 5.25. Interim Library Valuation. Allow an independent consultant selected by the Agent to conduct a quarterly variance analysis comparing projections to actual performance on twenty (20) library titles to be chosen by Agent. If such quarterly variance analysis indicates that the actual performance is greater than ten percent (10%) less than projected for such titles, the Agent may require a recalculation of the Eligible Library Amount." (I) Section 6.19 of the Credit Agreement is hereby amended in its entirety to read as follows: "SECTION 6.19. Fixed Charges Coverage Ratio. For each rolling four quarter period, permit the ratio (the "Fixed Charges Coverage Ratio") of (i) the sum of EBIT plus amortization of goodwill and capitalized financing costs plus thirty percent (30%) of print and advertising expenses for such period minus 2
Unrecouped Print and Advertising Expenses for any motion picture for which the second anniversary of its theatrical release occurred during such period to (ii) the sum of Total Interest (excluding non-cash interest expense) plus dividends actually paid (other than dividends consisting of shares of common stock in LGEC or Permitted Preferred Stock) to be below 2.25 to 1." (J) Section 6.25 of the Credit Agreement is hereby deleted in its entirety. 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;
Unrecouped Print and Advertising Expenses for any motion picture for which the second anniversary of its theatrical release occurred during such period to (ii) the sum of Total Interest (excluding non-cash interest expense) plus dividends actually paid (other than dividends consisting of shares of common stock in LGEC or Permitted Preferred Stock) to be below 2.25 to 1." (J) Section 6.25 of the Credit Agreement is hereby deleted in its entirety. 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, 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. Section 5. Fees. The Borrowers agree to pay the Agent for the account of each of the Lenders who executes this Amendment on or before February 13, 2002, a fee equal to 0.25% 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. 3
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 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. 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. LIONS GATE ENTERTAINMENT INC. By:__________________________________________ Name: Title: GUARANTORS: LIONS GATE FILMS CORP. LIONS GATE FILMS INC. AVALANCHE HOME ENTERTAINMENT LLC. LIONS GATE MUSIC CORP. LIONS GATE FILMS PRODUCTION CORP./ PRODUCTIONS FILMS LIONS GATE S.A.R.F. LIONS GATE TELEVISION CORP. 569147 B.C. LIMITED 4
408376 B.C. LIMITED LIONS GATE STUDIO MANAGEMENT LTD. LIONS GATE TELEVISION INC. LGE MERGER SUB INC. CINEPIX FILMS INC./FILMS CINEPIX INC. CINEPIX ANIMATION INC./ANIMATION CINEPIX INC. PRISONER OF LOVE PRODUCTIONS CORP. PSYCHO PRODUCTIONS SERVICES CORP. AM PSYCHO PRODUCTIONS, INC. SHUTTERSPEED PRODUCTIONS CORP. HIGHER GROUND PRODUCTIONS CORP. M WAYS PRODUCTIONS CORP. HIGH CONCEPT PRODUCTIONS INC.
408376 B.C. LIMITED LIONS GATE STUDIO MANAGEMENT LTD. LIONS GATE TELEVISION INC. LGE MERGER SUB INC. CINEPIX FILMS INC./FILMS CINEPIX INC. CINEPIX ANIMATION INC./ANIMATION CINEPIX INC. PRISONER OF LOVE PRODUCTIONS CORP. PSYCHO PRODUCTIONS SERVICES CORP. AM PSYCHO PRODUCTIONS, INC. SHUTTERSPEED PRODUCTIONS CORP. HIGHER GROUND PRODUCTIONS CORP. M WAYS PRODUCTIONS CORP. HIGH CONCEPT PRODUCTIONS INC. LG PICTURES INC. TRIMARK PICTURES, INC. TRIMARK HOLDINGS, INC. CIVIL PRODUCTIONS, INC. TRIMARK TELEVISION INC. TRIMARK MUSIC, INC. FRAILTY PRODUCTIONS, INC. DEAD ZONE PRODUCTIONS CORP. TERRESTRIAL PRODUCTIONS CORP. TRACKER PRODUCTIONS CORP. VOID PRODUCTIONS CORP. PRESSURE PRODUCTIONS CORP. MONSTER PRODUCTIONS, INC. PROFILER PRODUCTIONS CORP. THE WASH, LLC CBV, INC. By:__________________________________________ Name: Title: 5
LENDERS: JPMORGAN CHASE BANK, individually and as Administrative Agent By:__________________________________________ Name: Title: 6
NATIONAL BANK OF CANADA individually and as Canadian Agent By:__________________________________________ Name: Title: DRESDNER KLEINWORT BENSON BANK AG
LENDERS: JPMORGAN CHASE BANK, individually and as Administrative Agent By:__________________________________________ Name: Title: 6
NATIONAL BANK OF CANADA individually and as Canadian Agent By:__________________________________________ Name: Title: DRESDNER KLEINWORT BENSON BANK AG By:__________________________________________ Name: Title: UNION BANK OF CALIFORNIA By:__________________________________________ Name: Title: BNP-PARIBAS By:__________________________________________ Name: Title: WESTDEUTSCHE LANDESBANK By:__________________________________________ Name: Title: 7
THE BANK OF NOVA SCOTIA By:__________________________________________ Name: Title: FLEETBOSTON FINANCIAL By:__________________________________________ Name: Title:
NATIONAL BANK OF CANADA individually and as Canadian Agent By:__________________________________________ Name: Title: DRESDNER KLEINWORT BENSON BANK AG By:__________________________________________ Name: Title: UNION BANK OF CALIFORNIA By:__________________________________________ Name: Title: BNP-PARIBAS By:__________________________________________ Name: Title: WESTDEUTSCHE LANDESBANK By:__________________________________________ Name: Title: 7
THE BANK OF NOVA SCOTIA By:__________________________________________ Name: Title: FLEETBOSTON FINANCIAL By:__________________________________________ Name: Title: U.S. BANK By:__________________________________________ Name: Title: VEREINS-UND WESTBANK AG By:__________________________________________ Name: Title:
THE BANK OF NOVA SCOTIA By:__________________________________________ Name: Title: FLEETBOSTON FINANCIAL By:__________________________________________ Name: Title: U.S. BANK By:__________________________________________ Name: Title: VEREINS-UND WESTBANK AG By:__________________________________________ Name: Title: BANQUE INTERNATIONALE A LUXEMBOURG By:__________________________________________ Name: Title: THE FUJI BANK LTD. By:__________________________________________ Name: Title: 8
ISRAEL DISCOUNT BANK OF NEW YORK By:__________________________________________ Name: Title: NATEXIS BANQUE-BFCE By:__________________________________________ Name: Title: FAR EAST NATIONAL BANK By:__________________________________________ Name: Title: COMERICA BANK
ISRAEL DISCOUNT BANK OF NEW YORK By:__________________________________________ Name: Title: NATEXIS BANQUE-BFCE By:__________________________________________ Name: Title: FAR EAST NATIONAL BANK By:__________________________________________ Name: Title: COMERICA BANK By:__________________________________________ Name: Title: 9
EXHIBIT 21.1 EXHIBIT 21.1 LIONS GATE ENTERTAINMENT CORP. AND SUBSIDIARIES March 31, 2002
408376 B.C. Ltd. Christal Films Distribution Inc. (1) CineGroupe Corporation (2) CinemaNow, Inc. (3) Cinepix Animation Inc. Cinepix Films Inc. (4) LG Pictures Inc. Lions Gate Entertainment Corp. Lions Gate Entertainment Inc. Lions Gate Films Corp. Lions Gate Films Inc. Lions Gate Studio Management Ltd. Lions Gate Studios BC Partnership Lions Gate Television Corp. Lions Gate Television Inc. Mandalay Pictures, LLC (5) British Columbia Quebec Quebec California Canada Quebec Delaware British Columbia Delaware Canada Delaware British Columbia British Columbia British Columbia Delaware Delaware
(1) Lions Gate Films Corp. owns 75% of the Class A (equity) shares which represents 30% of the votes and 100% of Class C (financing) shares. (2) Cinepix Animation Inc. holds 26% of the Class A Common Shares (one vote) and 100% of the Class B Common Shares (10 votes), representing a 29% equity interest and a 50.01% voting interest. (3) Lions Gate Films, Inc. holds 90% of the common shares which represents 63% of the total equity shares. (4) Lions Gate Films Corp. owns 75% of the Class B (equity) shares, 25% of the Class C (control) shares and 100% of the Class D shares. Cinepix Inc., owned by John Dunning and Andre Link, owns the remaining 25% of
EXHIBIT 21.1 EXHIBIT 21.1 LIONS GATE ENTERTAINMENT CORP. AND SUBSIDIARIES March 31, 2002
408376 B.C. Ltd. Christal Films Distribution Inc. (1) CineGroupe Corporation (2) CinemaNow, Inc. (3) Cinepix Animation Inc. Cinepix Films Inc. (4) LG Pictures Inc. Lions Gate Entertainment Corp. Lions Gate Entertainment Inc. Lions Gate Films Corp. Lions Gate Films Inc. Lions Gate Studio Management Ltd. Lions Gate Studios BC Partnership Lions Gate Television Corp. Lions Gate Television Inc. Mandalay Pictures, LLC (5) British Columbia Quebec Quebec California Canada Quebec Delaware British Columbia Delaware Canada Delaware British Columbia British Columbia British Columbia Delaware Delaware
(1) Lions Gate Films Corp. owns 75% of the Class A (equity) shares which represents 30% of the votes and 100% of Class C (financing) shares. (2) Cinepix Animation Inc. holds 26% of the Class A Common Shares (one vote) and 100% of the Class B Common Shares (10 votes), representing a 29% equity interest and a 50.01% voting interest. (3) Lions Gate Films, Inc. holds 90% of the common shares which represents 63% of the total equity shares. (4) Lions Gate Films Corp. owns 75% of the Class B (equity) shares, 25% of the Class C (control) shares and 100% of the Class D shares. Cinepix Inc., owned by John Dunning and Andre Link, owns the remaining 25% of the Class B and 75% of the Class C shares. (5) 55% of Mandalay Pictures, LLC is held by Tigerstripes Inc., a corporation owned by Peter Guber, Paul Schaeffer and Adam Platnick.
Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statements (Forms S-8 No. 333-9830 and No. 33312800) pertaining to the Employees' and Directors Equity Incentive Plan of Lions Gate Entertainment Corp. and to the incorporation by reference therein of our report dated July 1, 2002, with respect to the consolidated financial statements of Lions Gate Entertainment Corp. included in its Annual Report (Form 10-K) for the year ended March 31, 2002, filed with the Securities and Exchange Commission.
/S/ Los Angeles, California July 15, 2002 ERNST & YOUNG LLP
Exhibit 23.2
Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statements (Forms S-8 No. 333-9830 and No. 33312800) pertaining to the Employees' and Directors Equity Incentive Plan of Lions Gate Entertainment Corp. and to the incorporation by reference therein of our report dated July 1, 2002, with respect to the consolidated financial statements of Lions Gate Entertainment Corp. included in its Annual Report (Form 10-K) for the year ended March 31, 2002, filed with the Securities and Exchange Commission.
/S/ Los Angeles, California July 15, 2002 ERNST & YOUNG LLP
Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statements (Forms S-8 No. 333-9830 and No. 33312800) pertaining to the Employees' and Directors Equity Incentive Plan of Lions Gate Entertainment Corp. and to the incorporation by reference therein of our report dated May 17, 2002, with respect to the consolidated financial statements of Mandalay Pictures, LLC included in the Annual Report (Form 10-K) of Lions Gate Entertainment Corp. for the year ended March 31, 2002, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Los Angeles, California July 15, 2002
Exhibit 23.3 PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP Chartered Accountants PO Box 82 Royal Trust Tower, Suite 3000 Toronto Dominion Centre Toronto, Ontario Canada M5K 1G8 Telephone +1 416 863 1133 Facsimile +1 416 365 8215
SECURITIES & EXCHANGE COMMISSION
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-9830) and on Form S-8 (No. 333-12800) of Lions Gate Entertainment Corp. of our report dated June 22, 2001 relating to the consolidated financial statements of the Company which appears in this Annual Report on Form 10-K. (signed) PricewaterhouseCoopers LLP
Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statements (Forms S-8 No. 333-9830 and No. 33312800) pertaining to the Employees' and Directors Equity Incentive Plan of Lions Gate Entertainment Corp. and to the incorporation by reference therein of our report dated May 17, 2002, with respect to the consolidated financial statements of Mandalay Pictures, LLC included in the Annual Report (Form 10-K) of Lions Gate Entertainment Corp. for the year ended March 31, 2002, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Los Angeles, California July 15, 2002
Exhibit 23.3 PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP Chartered Accountants PO Box 82 Royal Trust Tower, Suite 3000 Toronto Dominion Centre Toronto, Ontario Canada M5K 1G8 Telephone +1 416 863 1133 Facsimile +1 416 365 8215
SECURITIES & EXCHANGE COMMISSION
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-9830) and on Form S-8 (No. 333-12800) of Lions Gate Entertainment Corp. of our report dated June 22, 2001 relating to the consolidated financial statements of the Company which appears in this Annual Report on Form 10-K. (signed) PricewaterhouseCoopers LLP Toronto, Canada July 15, 2002 PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and other members of the worldwide PricewaterhouseCoopers organization.
EXHIBIT 23.4 (PRICEWATERHOUSECOOPERS LOGO) PRICEWATERHOUSECOOPERS LLP 1880 Century Park East Century City West Los Angeles CA 90067 Telephone (310) 201 1700
Exhibit 23.3 PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP Chartered Accountants PO Box 82 Royal Trust Tower, Suite 3000 Toronto Dominion Centre Toronto, Ontario Canada M5K 1G8 Telephone +1 416 863 1133 Facsimile +1 416 365 8215
SECURITIES & EXCHANGE COMMISSION
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-9830) and on Form S-8 (No. 333-12800) of Lions Gate Entertainment Corp. of our report dated June 22, 2001 relating to the consolidated financial statements of the Company which appears in this Annual Report on Form 10-K. (signed) PricewaterhouseCoopers LLP Toronto, Canada July 15, 2002 PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and other members of the worldwide PricewaterhouseCoopers organization.
EXHIBIT 23.4 (PRICEWATERHOUSECOOPERS LOGO) PRICEWATERHOUSECOOPERS LLP 1880 Century Park East Century City West Los Angeles CA 90067 Telephone (310) 201 1700 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 3339830 and 333-12800) of Lions Gate Entertainment Corp. of our report dated June 22, 2001 relating to the financial statements of Mandalay Pictures, LLC for the year ended March 31, 2001, which appear in this Form 10-K.
/s/ PricewaterhouseCoopers LLP Century City, California July 15, 2002
EXHIBIT 23.4 (PRICEWATERHOUSECOOPERS LOGO) PRICEWATERHOUSECOOPERS LLP 1880 Century Park East Century City West Los Angeles CA 90067 Telephone (310) 201 1700 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 3339830 and 333-12800) of Lions Gate Entertainment Corp. of our report dated June 22, 2001 relating to the financial statements of Mandalay Pictures, LLC for the year ended March 31, 2001, which appear in this Form 10-K.
/s/ PricewaterhouseCoopers LLP Century City, California July 15, 2002