<PAGE>

                                                                    EXHIBIT 10.5
                                                                  EXECUTION COPY

                                 AMENDMENT NO. 3

            Amendment No. 3 dated as of November 13, 2002 (this "AMENDMENT")
among LIBERTY LIVEWIRE CORPORATION, a Delaware corporation (the "BORROWER"), the
several Lenders from time to time parties to the Credit Agreement (as defined
below), BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book Manager, BANK
OF AMERICA, N.A., as Issuer and Swingline Lender, BANK OF AMERICA, N.A., as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), SALOMON SMITH BARNEY INC., as Syndication Agent, and THE BANK OF NEW
YORK COMPANY, INC., as Documentation Agent.

                               W I T N E S S E T H

            WHEREAS, the Borrower, the Lenders, the Lead Arranger, the Issuer,
the Administrative Agent, the Syndication Agent and the Documentation Agent are
parties to the Credit Agreement, dated as of December 22, 2000 (as amended by
Amendment No. 1, dated as of November 1, 2001, and Amendment No. 2, dated as of
March 26, 2002, the "CREDIT AGREEMENT"; terms defined in the Credit Agreement
are used herein as defined therein);

            WHEREAS, the parties desire to amend the Credit Agreement to modify
certain provisions thereof;

            NOW THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

            SECTION 1. AMENDMENT TO CREDIT AGREEMENT.

            (a) AMENDMENT TO SECTION 1.1. Section 1.1 of the Credit Agreement is
      hereby amended by:

                  (i) Deleting clause (a) of the definition of "Applicable
            Margin" in its entirety and replacing it with the following:

                        (a) for each Type of Revolving Loan and Term A Loan, the
                  rate per annum set forth under the relevant column heading
                  opposite the applicable Total Leverage Ratio:

<TABLE>
<CAPTION>
                                                              Eurodollar           Alternate Base
                     Total Leverage Ratio                        Loans               Rate Loans
                     --------------------                     ----------           --------------
<S>                                                           <C>                  <C>
          Greater than or equal to 4.50 to 1.00                  3.50%                 2.50%

          Less than 4.50 to 1.00 but greater than or             3.25%                 2.25%
          equal to 4.00 to 1.00

          Less than 4.00 to 1.00 but greater than or             2.50%                 1.50%
          equal to 3.50 to 1.00
</TABLE>


<PAGE>

<TABLE>
<S>                                                              <C>                   <C>
          Less than 3.50 to 1.00 but greater than or             2.25%                 1.25%
          equal to 3.00 to 1.00

          Less than 3.00 to 1.00 but greater than or             2.00%                 1.00%
          equal to 2.50 to 1.00

          Less than 2.50 to 1.00                                 1.75%                 0.75%
</TABLE>

                  ; provided that, after June 30, 2003, if an EBITDA Event has
                  not yet occurred and the Total Leverage Ratio of the Borrower
                  for the applicable time period exceeds the level set forth
                  opposite such period in Section 6.1(c)(ii), for each Type of
                  Revolving Loan and Term A Loan, the rate per annum set forth
                  under the relevant column heading opposite the applicable
                  Total Leverage Ratio:

<TABLE>
<CAPTION>
                                                               Eurodollar          Alternate Base
                    Total Leverage Ratio                         Loans               Rate Loans
                    --------------------                       ----------          --------------
<S>                                                            <C>                 <C>
          Greater than or equal to 4.50 to 1.00                  4.50%                 3.50%

          Less than 4.50 to 1.00 but greater than or
          equal to 4.00 to 1.00                                  4.25%                 3.25%

          Less than 4.00 to 1.00 but greater than or
          equal to 3.50 to 1.00                                  2.50%                 1.50%

          Less than 3.50 to 1.00 but greater than or
          equal to 3.00 to 1.00                                  2.25%                 1.25%

          Less than 3.00 to 1.00 but greater than or
          equal to 2.50 to 1.00                                  2.00%                 1.00%

          Less than 2.50 to 1.00                                 1.75%                 0.75%
</TABLE>


                  (ii) Deleting clause (b) of the definition of "Applicable
            Margin" in its entirety and replacing it with the following:

                        (b) for each Type of Term B Loan, (i) if the Total
                  Leverage Ratio is less than 4.50 to 1.00, a rate per annum
                  equal to (x) in the case of an Alternate Base Rate Loan, 3.00%
                  and (y) in the case of a Eurodollar Loan, 4.00%, and (ii) if
                  the Total Leverage Ratio equals or exceeds 4.50 to 1.00, a
                  rate per annum equal to (x) in the case of an Alternate Base
                  Rate Loan, 3.25% and (y) in the case of a Eurodollar Loan,
                  4.25%; provided that, after June 30, 2003, if an EBITDA Event
                  has not yet occurred and the Total Leverage Ratio of the
                  Borrower for the applicable time period exceeds the level set
                  forth opposite such period in Section 6.1(c)(ii), (i) if the
                  Total Leverage Ratio is less than 4.50 to 1.00, a rate per
                  annum equal to (x) in the case of an Alternate Base Rate Loan,
                  4.00% and (y) in the case of a Eurodollar Loan, 5.00%, and
                  (ii) if the Total Leverage Ratio


                                       2
<PAGE>

                  equals or exceeds 4.50 to 1.00, a rate per annum equal to (x)
                  in the case of an Alternate Base Rate Loan, 4.25% and (y) in
                  the case of a Eurodollar Loan, 5.25%.

                  (iii) Deleting in its entirety the definition of "Capital
            Expenditures" and replacing it with the following:

                        "Capital Expenditures" of the Borrower and its
                  Subsidiaries shall mean any expenditure in respect of the
                  purchase or other acquisition of (including any expenditures
                  under any Financing Leases (but excluding operating leases
                  that are not Off Balance Sheet Lease Liabilities)) with
                  respect to fixed or capital assets of the Borrower or such
                  Subsidiary but shall exclude (a) Permitted Acquisitions, (b)
                  any fixed or capital assets purchased or acquired in
                  connection with normal replacement and maintenance programs
                  that, in accordance with GAAP, would be properly charged to
                  current operations, (c) Replacement Assets to the extent
                  funded pursuant to Section 2.9(c)(ii), (d) any equipment
                  purchased or acquired using the proceeds received from the
                  sale or disposition of other equipment as contemplated by
                  clauses (a) and (b) of Section 6.6, but only to the extent the
                  proceeds from such sale or disposition are reinvested in new
                  equipment within 60 days, (e) any fixed or capital assets
                  purchased or acquired from funds received from Liberty Media
                  Corporation pursuant to the Liberty Debt Documents, (f) any
                  fixed or capital assets purchased or acquired from funds
                  received through the issuance of Capital Stock of the Borrower
                  or any Subsidiary to any Person other than the Borrower or a
                  Subsidiary, and (g) any fixed or capital assets purchased or
                  acquired in connection with Net Disposition Proceeds not paid
                  to the Administrative Agent pursuant to Section 2.9(b).

                  (iv) Deleting in its entirety the first full paragraph of the
            definition of "EBITDA" and replacing it with the following:

                        "EBITDA" shall mean, for any period of determination, an
                  amount (computed without duplication) equal to (a) Net Income
                  for such period, after exclusion of (i) all items which should
                  be classified as extraordinary (all determined in accordance
                  with GAAP) and (ii) all gains attributable to insurance
                  proceeds (other than proceeds of business interruption
                  insurance) received during such period to the extent, if any,
                  such gains are included in Net Income plus (b) all amounts
                  deducted in computing Net Income for such period in respect of
                  (i) Interest Expense (after giving effect to all Hedging
                  Agreements and payments and receipts thereunder), (ii) noncash
                  amortization expense (including amortization of financing
                  costs, noncurrent assets and noncash charges), (iii)
                  depreciation, (iv) income taxes, (v) all other non-cash
                  expenses, (vi) any cash payments made to repurchase vested
                  employee stock options of the Borrower in an amount not to
                  exceed $10,000,000 in the aggregate during the term of this
                  Agreement, (vii) if any Permitted Acquisition occurred during
                  such


                                       3
<PAGE>

                  period, the amount of any Non-Recurring Expenses attributable
                  to the assets or Capital Stock so acquired, as set forth in
                  the certificate delivered pursuant to paragraph (c)(i) of the
                  definition of "Permitted Acquisition" and (viii) until
                  recognized in accordance with GAAP for the fiscal year 2000,
                  the items described in Schedule 1.1(c) in an aggregate amount
                  not to exceed $7,523,418, plus (c) Restructuring Charges
                  incurred in such period (provided, that (i) the amount of such
                  Charges shall be deducted from Net Income for purposes of
                  determining EBITDA in such period and each subsequent period
                  to the extent such Charges are paid in cash in such period or
                  subsequent period, as applicable, and (ii) in any fiscal year
                  of the Borrower, the aggregate of all Restructuring Charges
                  that shall be added back pursuant to this clause (c) shall not
                  exceed $10,000,000); provided that the amounts described in
                  clauses (a) and (b) above shall not include any amounts
                  attributable to any Venture Subsidiary that is Minority Owned,
                  except to the extent of cash dividends actually received by
                  the Borrower or any Subsidiary from on-going operations of
                  such Venture Subsidiary; provided further that, for periods of
                  determination on or prior to September 30, 2002, the amounts
                  described in clauses (a) and (b) above shall not include any
                  amounts attributable to ISG.

                  (v) Deleting in its entirety the definition of "Indebtedness"
            and replacing it with the following:

                        "Indebtedness" of any Person at any date shall mean
                  (without duplication), (a) all indebtedness of such Person for
                  borrowed money or for the deferred purchase price of property
                  or services (other than current trade liabilities incurred in
                  the ordinary course of business and payable in accordance with
                  customary practices), (b) any other indebtedness of such
                  Person which is evidenced by a note, bond, debenture or
                  similar instrument, (c) all obligations of such Person under
                  Financing Leases, (d) all Off Balance Sheet Lease Liabilities
                  of such Person, (e) all obligations of such Person in respect
                  of outstanding letters of credit, acceptances and similar
                  obligations issued or created for the account of such Person,
                  (f) all liabilities secured by any Lien on any property owned
                  by such Person even though such Person has not assumed or
                  otherwise become liable for the payment thereof, (g)
                  liabilities arising under Hedging Agreements (other than
                  interest rate caps) of such Person, (h) all Guarantee
                  Obligations of such Person, but excluding any Guarantee
                  Obligation where the primary obligor is a Subsidiary (except a
                  Venture Subsidiary) and the primary obligation does not
                  constitute Indebtedness, and (i) any asserted withdrawal
                  liability of such Person (either directly or indirectly
                  through a Commonly Controlled Entity) to a Plan.

                  (vi) Deleting in its entirety the definition of "Net
            Disposition Proceeds" and replacing it with the following:


                                       4
<PAGE>

                        "Net Disposition Proceeds" shall mean the gross cash
                  proceeds (including any cash received by way of deferred
                  payment pursuant to, or monetization of, a note receivable or
                  otherwise but only as and when received) received by the
                  Borrower or any Subsidiary from the sale (other than (i) the
                  sale of inventory in the ordinary course of business, (ii)
                  sales of assets in the ordinary course of business permitted
                  under clause (a) or (b) of Section 6.6 to the extent the
                  proceeds from such sales under either clause (a) or (b) are
                  reinvested in new equipment within 60 days, and (iii) sales to
                  the Borrower or Wholly Owned Subsidiaries permitted under
                  clause (d) or (e) of Section 6.6,), lease (other than a lease
                  in the ordinary course of business), transfer or other
                  disposition of any of its assets less the sum of (a)
                  reasonable selling expenses paid to non-affiliated third
                  parties, (b) any Indebtedness secured by a Lien on such asset
                  or property permitted to exist under clause (g) or (i) of
                  Section 6.3 to the extent the Borrower or such Subsidiary is
                  required to make a payment with respect thereto and (c) income
                  taxes reasonably estimated to be actually payable by the
                  Borrower or such Subsidiary with respect to any gain realized
                  as a result of such sale, lease, transfer or other disposition
                  and which taxes are payable by the Borrower or such Subsidiary
                  within two years of the date of such sale, lease, transfer or
                  other disposition or within two years of any installment
                  payment with respect thereto; provided that at the end of such
                  two year period any such amount not so paid shall constitute
                  Net Disposition Proceeds.

                  (vii) Deleting in its entirety the definition of "Replacement
            Assets" and replacing it with the following:

                        "Replacement Assets" shall have the meaning ascribed
                  thereto in Section 2.9(c).

                  (viii) Deleting in its entirety the definition of "Revolving
            Credit Commitment" and replacing it with the following:

                        "Revolving Credit Commitment" shall mean, as to any
                  Lender, the obligation of such Lender to make Revolving Loans
                  to the Borrower in an aggregate principal amount at any one
                  time outstanding not to exceed the amount set forth under the
                  heading "Revolving Credit Commitments" opposite such Lender's
                  name on Schedule I or in the New Lender Joinder Agreement
                  pursuant to which it became a party hereto, as such amount may
                  be reduced from time to time pursuant to this Agreement or as
                  such amount may otherwise vary based upon any assignment of
                  Revolving Credit Commitments by or to such Lender pursuant to
                  a Commitment Transfer Supplement. As of November 14, 2002, the
                  aggregate amount of the Revolving Credit Commitment is equal
                  to the Dollar Equivalent of $191,500,000.

                  (ix) Adding the following new definitions:


                                       5
<PAGE>

                        "Atlanta Property" shall mean the property located at
                  151 Ponce De Leon Avenue, Atlanta, Georgia and any personal
                  property attached thereto, including, without limitation,
                  buildings and fixtures, as further described in Schedule I
                  hereto.

                        "EBITDA Event" shall mean the sale by the Borrower or a
                  Subsidiary of (i) all the Capital Stock or all or
                  substantially all the assets of a Subsidiary or group of
                  Subsidiaries or (ii) an operating division of a Subsidiary or
                  group of Subsidiaries, such that, after giving effect to such
                  sale, EBITDA for the Borrower and its Subsidiaries for the
                  four fiscal quarter period most recently ended would have
                  increased by $3,000,000.

            (b) AMENDMENT OF SECTION 2.9(b). Section 2.9(b) of the Credit
      Agreement is hereby deleted in its entirety and the following inserted in
      its place:

                        (b) The Borrower, within ten days after receipt of any
                  Net Disposition Proceeds (other than Net Disposition Proceeds
                  not greater than $2,600,000 received from the sale of the
                  Atlanta Property permitted pursuant to Section 6.6(h) and
                  reinvested in the Atlanta Property for the purchase or other
                  acquisition of fixed or capital assets), shall (x) pay to the
                  Administrative Agent (1) 75% of such Net Disposition Proceeds,
                  if (A) the Total Leverage Ratio (prior to the application of
                  such Net Disposition Proceeds pursuant to this Section 2.9) is
                  greater than or equal to 3.50 to 1.00 on the date such Net
                  Disposition Proceeds are received and (B) the aggregate amount
                  of Net Disposition Proceeds received by the Borrower since
                  November 14, 2002 is not greater than $75,000,000, (2) 50% of
                  such Net Disposition Proceeds, if (A) the Total Leverage Ratio
                  (prior to the application of such Net Disposition Proceeds
                  pursuant to this Section 2.9) is less than 3.50 to 1.00 but
                  greater than or equal to 3.00 to 1.00 on the date such Net
                  Disposition Proceeds are received and (B) the aggregate amount
                  of Net Disposition Proceeds received by the Borrower since
                  November 14, 2002 is not greater than $75,000,000, (3)
                  notwithstanding the foregoing clauses (1) and (2), 100% of
                  such Net Disposition Proceeds, if such Net Disposition
                  Proceeds are received by the Borrower from dispositions
                  permitted under Section 6.6(c) or (4) 100% of such Net
                  Disposition Proceeds, if the aggregate amount of Net
                  Disposition Proceeds received by the Borrower since November
                  14, 2002 exceeds $75,000,000, and (y) deliver to the
                  Administrative Agent a certificate setting forth in reasonable
                  detail the calculation of such Net Disposition Proceeds;
                  provided that, any Net Disposition Proceeds from the Atlanta
                  Property less than $2,600,000 which may be received by
                  Borrower are held in a segregated account of the Borrower
                  until utilized to acquire fixed or capital leasehold
                  improvements in such property. Any Net Disposition Proceeds
                  shall be applied first, pro rata to all the Loans (with a
                  concomitant reduction in the Revolving Credit Commitments),
                  second, if the Loans have been repaid in full, to the payment
                  of any other Obligations then due and payable, and third, to
                  the extent of any remaining proceeds, to the Administrative
                  Agent to be held as cash collateral for any other Obligations
                  (including, without limitation, Obligations with respect to
                  outstanding Letters of Credit).


                                       6
<PAGE>

            (c) AMENDMENT TO SECTION 2.9(c). Section 2.9(c) of the Credit
      Agreement is hereby deleted in its entirety and the following inserted in
      its place:

                  (c) If the aggregate amount of Net Insurance Proceeds received
            since the Closing Date exceeds $2,500,000, the Borrower shall,
            within ten days after receipt thereof, (x) pay to the Administrative
            Agent 100% of such Net Insurance Proceeds to the extent of such
            excess, for application in the manner set forth in the next sentence
            and (y) deliver to the Administrative Agent a certificate setting
            forth in reasonable detail the calculation of such Net Insurance
            Proceeds; provided that the Borrower, by written notice to the
            Administrative Agent delivered within such ten day period, may elect
            to defer applying Net Insurance Proceeds aggregating up to an
            additional $50,000,000 in such manner if and only if (i) concurrent
            with such notice such deferred proceeds are applied to repay the
            Revolving Loans (with a concomitant temporary reduction in the
            Revolving Credit Commitments), and (ii) within 270 days after
            receipt by the Administrative Agent of such deferred proceeds, the
            Borrower shall obtain Revolving Loans for purposes of acquiring
            assets which are, in the ordinary course, used and useful in the
            operation of the business of the Borrower and its Subsidiaries
            permitted under Section 6.13 ("Replacement Assets") (it being
            understood that (A) upon expiration of such 270-day period, any
            portion of such deferred proceeds that has not been utilized by the
            Borrower as a Revolving Loan to acquire such Replacement Assets
            shall be applied to the payment of the Obligations in accordance
            with the next succeeding sentence and the Lenders shall be deemed to
            have made Revolving Loans the proceeds of which shall be used to
            effect such application, (B) upon each disbursement of such deferred
            proceeds as a Revolving Loan for purposes of acquiring Replacement
            Assets or paying such Obligations, the Revolving Credit Commitments
            shall (except as provided in the next sentence) be restored by the
            amount of such disbursement or application and (C) if any Default
            shall occur during such 270-day period, the Administrative Agent
            may, in its discretion, and shall, if directed by the Required
            Lenders, apply such deferred proceeds as a mandatory prepayment in
            accordance with the next sentence and the Borrower shall be deemed
            to have requested Revolving Loans in an amount equal to such
            deferred proceeds (as such amount may have been reduced hereunder)
            and, in the case of any mandatory prepayment, such Revolving Loans
            shall be made regardless of the failure of the Borrower to satisfy
            the conditions set forth in Section 4.2). Any Net Insurance Proceeds
            shall be applied first, pro rata to all the Loans (with a
            concomitant reduction in the Revolving Credit Commitments), second,
            if the Loans have been repaid in full, to the payment of any other
            Obligations then due and payable, and third, to the extent of any
            remaining proceeds, to the Administrative Agent to be held as cash
            collateral for any other Obligations (including, without limitation,
            Obligations with respect to outstanding Letters of Credit).

            (d) AMENDMENT OF SECTION 5.1. Section 5.1 of the Credit Agreement is
      hereby deleted in its entirety and the following inserted in its place:

            5.1 Financial Statements. Furnish to each Lender:


                                       7
<PAGE>

                  (a) as soon as available, but in any event within 90 days
            after the end of each fiscal year of the Borrower, a copy of the
            consolidated and consolidating balance sheet of the Borrower and its
            Subsidiaries as at the end of such year and the related statements
            of operations, stockholders equity and cash flows for such year,
            setting forth in each case in comparative form the figures as of the
            end of and for the previous year, reported on without a
            qualification or exception arising out of the scope of the audit, by
            KPMG or other independent certified public accountants of nationally
            recognized standing; provided that the submission of the Borrower's
            report on Form 10-K shall satisfy the foregoing requirements;

                  (b) as soon as available, but in any event not later than 45
            days after the end of each quarterly period for each of the first
            three fiscal quarters of each fiscal year of the Borrower, the
            unaudited consolidated and consolidating balance sheet of the
            Borrower and its Subsidiaries as at the end of such quarter and the
            related unaudited statements of operations, stockholders' equity and
            cash flows of the Borrower and its Subsidiaries for such quarter and
            the portion of the fiscal year through the end of such quarter and
            setting forth in each case in comparative form the figures from the
            budget for such fiscal year furnished to the Lenders pursuant to
            Section 5.2(d) and the actual figures for the corresponding date or
            period in the previous year, certified by a Responsible Officer as
            being fairly stated in all material respects (subject to normal
            year-end audit adjustments); provided that the submission of the
            Borrower's report on Form 10-Q shall satisfy the foregoing
            requirements; and

                  (c) as soon as available, but in any event not later than 30
            days after the end of each monthly period of each fiscal year of the
            Borrower, the unaudited consolidated and consolidating balance sheet
            of the Borrower and its Subsidiaries as at the end of such month and
            the related unaudited statements of operations, stockholders' equity
            and cash flows of the Borrower and its Subsidiaries for such month
            and the portion of the fiscal year through the end of such month and
            setting forth in each case in comparative form the figures from the
            budget for such fiscal year furnished to the Lenders pursuant to
            Section 5.2(d) and the actual figures for the corresponding date or
            period in the previous year, certified by a Responsible Officer as
            being fairly stated in all material respects (subject to normal
            year-end audit adjustments).

                  All such financial statements shall be complete and correct in
            all material respects and shall be prepared in reasonable detail and
            in accordance with GAAP applied consistently throughout the periods
            reflected therein and with prior periods (except as approved by such
            accountants or officer, as the case may be, and disclosed therein).

            (e) AMENDMENT OF SECTION 6.1(b). Section 6.1(b) of the Credit
      Agreement is hereby deleted in its entirety and the following inserted in
      its place:

                  (b) Fixed Charge Coverage. From and after January 1, 2003, on
            any date during any period set forth below, (i) prior to the
            occurrence of an EBITDA


                                       8
<PAGE>

            Event, after giving effect to the making of each Loan to be made on
            such date, permit the Fixed Charge Coverage Ratio to be less than
            the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
             Period                               Fixed Charge Coverage Ratio
             ------                               ---------------------------
<S>                                               <C>
             1/01/03 to 3/31/03                           0.80 to 1.00
             4/01/03 to 6/30/03                           0.85 to 1.00
             7/01/03 to 9/30/03                           0.95 to 1.00
             10/01/03 and thereafter                      1.00 to 1.00
</TABLE>

            and (ii) after the occurrence of an EBITDA Event, after giving
            effect to the making of each Loan to be made on such date, permit
            the Fixed Charges Coverage Ratio to be less than the ratio set forth
            opposite such period below:

<TABLE>
<CAPTION>
             Period                               Fixed Charge Coverage Ratio
             ------                               ---------------------------
<S>                                               <C>
             1/01/03 to 3/31/03                           0.85 to 1.00
             4/01/03 to 6/30/03                           0.90 to 1.00
             7/01/03 to 9/30/03                           0.95 to 1.00
             10/01/03 and thereafter                      1.00 to 1.00
</TABLE>

            (f) AMENDMENT OF SECTION 6.1(c). Section 6.1(c) of the Credit
      Agreement is hereby deleted in its entirety and the following inserted in
      its place:

                  (c) Total Leverage Ratio. On any date during any period set
            forth below, (i) prior to the occurrence of an EBITDA Event, after
            giving effect to the making of each Loan to be made on such date,
            permit the Total Leverage Ratio to exceed the ratio set forth
            opposite such period below:

<TABLE>
<CAPTION>
             Period                               Total Leverage Ratio
             ------                               --------------------
<S>                                               <C>
             1/1/02 through 3/31/02                   4.65 to 1.00
             4/1/02 through 6/30/02                   4.55 to 1.00
             7/1/02 through 9/30/02                   4.45 to 1.00
             10/1/02 through 6/30/03                  4.75 to 1.00
             7/1/03 through 9/30/03                   4.70 to 1.00
             10/1/03 to 12/31/03                      4.65 to 1.00
             1/1/04 to 3/31/04                        4.55 to 1.00
             4/1/04 to 6/30/04                        4.05 to 1.00
             7/1/04 to 9/30/04                        4.00 to 1.00
             10/1/04 to 12/31/04                      3.80 to 1.00
             1/1/05 and thereafter                    3.50 to 1.00
</TABLE>

            and (ii) after the occurrence of an EBITDA Event, after giving
            effect to the making of each Loan to be made on such date, permit
            the Total Leverage Ratio to exceed the ratio set forth opposite such
            period below:


                                       9
<PAGE>

<TABLE>
<CAPTION>
             Period                               Total Leverage Ratio
             ------                               --------------------
<S>                                               <C>
             1/1/02 through 3/31/02                   4.65 to 1.00
             4/1/02 through 6/30/02                   4.55 to 1.00
             7/1/02 through 9/30/02                   4.45 to 1.00
             10/1/02 through 6/30/03                  4.55 to 1.00
             7/1/03 through 9/30/03                   4.50 to 1.00
             10/1/03 to 12/31/03                      4.40 to 1.00
             1/1/04 to 3/31/04                        4.35 to 1.00
             4/1/04 to 6/30/04                        4.05 to 1.00
             7/1/04 to 9/30/04                        4.00 to 1.00
             10/1/04 to 12/31/04                      3.80 to 1.00
             1/1/05 and thereafter                    3.50 to 1.00
</TABLE>

            ; provided that if the Borrower declares or pays any dividends, then
            at all times thereafter the Borrower will not permit the Total
            Leverage Ratio to exceed 3.00 to 1.00.

            (g) AMENDMENT OF SECTION 6.4(d). Section 6.4(d) of the Credit
      Agreement is hereby deleted in its entirety and the following inserted in
      its place:

                  (d) guarantees by the Borrower of performance of its
            Subsidiaries under service agreements and lease agreements entered
            into in the ordinary course of business and consistent with industry
            standards; and

            (h) AMENDMENT OF SECTION 6.5. Section 6.5 of the Credit Agreement is
      hereby deleted in its entirety and the following inserted in its place:

            6.5 Limitation on Fundamental Changes. Enter into any merger,
            acquisition, consolidation or amalgamation, or liquidate, wind up or
            dissolve itself (or suffer any liquidation or dissolution), or
            convey, sell, lease, assign, transfer or otherwise dispose of, all
            or substantially all its property, business or assets except:

            (a) any Subsidiary may be merged or consolidated with or into the
            Borrower (provided that the Borrower shall be the continuing or
            surviving corporation) or any Subsidiary of the Borrower may be
            merged or consolidated with or into any one or more Wholly Owned
            Subsidiaries of the Borrower;

            (b) any Wholly Owned Subsidiary may sell, lease, transfer or
            otherwise dispose of any or all its assets (upon voluntary
            liquidation or otherwise) to the Borrower or any other Wholly Owned
            Subsidiary of the Borrower;

            (c) any Wholly Owned Subsidiary of the Borrower may enter into any
            merger or consolidation necessary to effect a Permitted Acquisition;

            (d) Permitted Acquisitions; and


                                       10
<PAGE>

            (e) any Subsidiary may sell, lease, transfer or otherwise dispose of
            assets permitted by Section 6.6(g).

            (i) AMENDMENT OF SECTION 6.6. Section 6.6 of the Credit Agreement is
      hereby amended by:

                  (i) Deleting clauses (g) and (h) thereof in their entirety and
            the following inserted in its place:

                  (g) the sale of other assets in the aggregate amount not to
            exceed $75,000,000 from November 14, 2002; and

                  (h) the sale and lease of the Atlanta Property.

                  (ii) Inserting the following proviso at the end of Section
            6.6:

            provided that all Net Disposition Proceeds from such sales pursuant
            this Section 6.6 shall be applied in accordance with Section 2.9.

            (j) AMENDMENT OF SECTION 6.10. Section 6.10 is hereby amended by
      deleting the reference to Section 6.6(h) in the last sentence and
      replacing it with a reference to Sections 6.6(g) and 6.6(h).

            (k) AMENDMENT OF SCHEDULE I. Part A of Schedule I to the Credit
      Agreement is hereby deleted in its entirety and replaced by Schedule II
      hereto.

            SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants that, after giving effect to this Amendment,
all the representations and warranties of the Borrower contained in Section 3 of
the Credit Agreement shall be true in all material respects.

            SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
effective upon the satisfaction of the following conditions precedent:


                                       11
<PAGE>

            (a) the Administrative Agent shall have received counterparts hereof
      executed by duly authorized officers of the Borrower and by duly
      authorized signatories of the Required Lenders;

            (b) the Administrative Agent shall have received a certificate of a
      Responsible Officer of the Borrower certifying that (i) this Amendment has
      been duly authorized, (ii) all representations and warranties are true as
      of the effective date hereof, and (iii) prior to and after giving effect
      to this Amendment, no Default or Event of Default shall have occurred
      which is continuing;

            (c) the Administrative Agent shall have received a consent from each
      Guarantor not a party hereto in the form attached as EXHIBIT A;

            (d) each consenting Lender shall have received a commitment fee
      equal to the product of (x) 37.5 basis points, times (y) the amount of
      such Lender's Commitment (after giving effect to this Amendment); and

            (e) the Administrative Agent shall have received such other
      documents and certificates as the Administrative Agent may request.

            SECTION 4. REFERENCE TO AND EFFECT IN THE LOAN DOCUMENTS.

            (a) Upon the effectiveness of this Amendment, each reference in the
      Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
      like import referring to the Credit Agreement, and each reference in the
      other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
      words of like import referring to the Credit Agreement, shall mean and be
      a reference to the Credit Agreement as amended hereby.

            (b) Except as specifically amended above, the Credit Agreement and
      all other Loan Documents are and shall continue to be in full force and
      effect and are hereby in all respects ratified and confirmed. Without
      limiting the generality of the foregoing, the Loan Documents and all the
      Collateral described therein do and shall continue to secure the payment
      of all obligations of the Borrower under the Credit Agreement, the Notes
      and the other Loan Documents, in each case as amended hereby.

            (c) The execution, delivery and effectiveness of this Amendment
      shall not, except as expressly provided herein, operate as a waiver of any
      right, power or remedy of any Lender or the Administrative Agent under any
      of the Loan Documents, nor constitute a waiver of any provision of any of
      the Loan Documents.

            SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.

            SECTION 6. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                       12
<PAGE>

            [NO ADDITIONAL TEXT ON THIS PAGE; SIGNATURE PAGES FOLLOW]


                                       13
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.

                                        BORROWER:

                                        LIBERTY LIVEWIRE CORPORATION

                                        By: /s/ WILLIAM E. NILES
                                           -------------------------------------
                                           Name: William E. Niles
                                           Title: Executive Vice President

                                        ADMINISTRATIVE AGENT:

                                        BANK OF AMERICA, N.A.,
                                        as Administrative Agent

                                        By: /s/ JAMES T. GILLAND
                                           -------------------------------------
                                           Name: James T. Gilland
                                           Title: Managing Director

                                        THE LENDERS:

                                        BANK OF AMERICA, N.A.

                                        By: /s/ JAMES T. GILLAND
                                           -------------------------------------
                                           Name: James T. Gilland
                                           Title: Managing Director

                                        CITICORP USA, INC.

                                        By: /s/ ROBERT F. PARR
                                           -------------------------------------
                                           Name: Robert F. Parr
                                           Title: Managing Director
                                                  Global Media & Communication
                                                  388 Greenwich St./21st Floor
                                                  212-816-8489

                                        THE BANK OF NEW YORK COMPANY, INC.

                                        By: /s/ JOHN C. LAMBERT
                                           -------------------------------------
                                           Name: John C. Lambert
                                           Title: Authorized Signer


                                      S-1
<PAGE>

                                        GENERAL ELECTRIC CAPITAL
                                        CORPORATION

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        ROYAL BANK OF CANADA

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        ING (U.S.) CAPITAL LLC

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        BNP PARIBAS

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        MIZUHO CORPORATE BANK, LTD.

                                        By: /S/ MASAHITO FUKADA
                                           -------------------------------------
                                           Name: Masahito Fukada
                                           Title: Senior Vice President


                                      S-2
<PAGE>

                                        THE GOVERNOR AND COMPANY OF THE
                                        BANK OF IRELAND

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        U.S. BANK N.A.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        EAST WEST BANK

                                        By: /s/ NANCY A. MOORE
                                           -------------------------------------
                                           Name: Nancy A. Moore
                                           Title: Senior Vice President


                                      S-3
<PAGE>

                                                                       EXHIBIT A

                            REAFFIRMATION AND CONSENT

                          Dated as of November 13, 2002

            Each of the undersigned, a Subsidiary of Liberty Livewire
Corporation that has entered into one or more Loan Documents (as defined in the
Credit Agreement referred to in the foregoing Amendment No. 3), hereby consents
to said Amendment and hereby reaffirms and agrees that (i) such Loan Documents
are, and shall continue to be, in full force and effect and are hereby ratified
and confirmed in all respects except that, upon the effectiveness of, and on and
after the date of, such Amendment No. 3, each reference in such Loan Documents
to the "Credit Agreement", "thereunder", "thereof" or words of like import shall
mean and be a reference to the Credit Agreement as amended by said Amendment,
and (ii) the Loan Documents to which the undersigned is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of
all Obligations.

                                  10 MOONS AT POP, INC.

                                  4MC COMPANY 3, INC.

                                  4MC RADIANT, INC.

                                  4MC-BURBANK, INC.

                                  525 HOLDINGS, INC.

                                  525 STUDIOS, LLC

                                  A.F. ASSOCIATES, INC.

                                  AFA PRODUCTS GROUP, INC.

                                  AMERICAN SIMULCAST CORP.

                                  ANDERSON VIDEO COMPANY

                                  ANGAROLA, INC.

                                  ANS ACQUISITION SUB, INC.

                                  ATLANTIC SATELLITE COMMUNICATIONS, INC.

                                  AUDIO PLUS VIDEO INTERNATIONAL, INC.

                                  CABANA CORP.

                                  CATALINA TRANSMISSION CORP.

                                  CINRAM-POP DVD CENTER LLC

                                  COMPANY 11 PRODUCTIONS

                                  COMPANY 3 NEW YORK, INC.

                                  DIGITAL DOCTORS LLC

                                  DIGITAL MAGIC COMPANY

                                  DIGITAL SOUND & PICTURE, INC.


<PAGE>

                                  FILMCORE EDITORIAL LOS ANGELES LLC

                                  FILMCORE EDITORIAL SAN FRANCISCO LLC

                                  FOUR MEDIA COMPANY

                                  GWNS ACQUISITION SUB, INC.

                                  HOLLYWOOD SUPPLY COMPANY

                                  INTERNATIONAL POST FINANCE LIMITED

                                  INTERNATIONAL POST LEASING LIMITED

                                  IPL 235 CORP.

                                  LIBERTY LIVEWIRE LLC

                                  LIBERTY SEG ACQUISITION SUB, LLC

                                  LIVEWIRE NETWORK SERVICES, LLC

                                  MANHATTAN TRANSFER/EDIT, INC.

                                  MERIDIAN SOUND CORP.

                                  MERIDIAN SOUND, LLC

                                  MODERN MUSIC MAGIC, LLC

                                  MSCL, INC.

                                  POP ANIMATION

                                  SANTA MONICA FINANCIAL, INC.

                                  SOUND ONE CORPORATION

                                  SOUNDELUX HOLLYWOOD II, LLC

                                  SOUNDELUX HOLLYWOOD III, LLC

                                  SYMPHONIC VIDEO LLC

                                  THE TRIUMPH SWITCH COMPANY LLC

                                  TODD-AO AMUSEMENT PRODUCTION SERVICES, LLC

                                  TODD-AO DIGITAL IMAGES

                                  TODD-AO DVD, INC.

                                  TODD-AO HOLLYWOOD DIGITAL

                                  TODD-AO PRESERVATION SERVICES

                                  TODD-AO PRODUCTIONS, INC.

                                  TODD-AO STUDIOS

                                  TODD-AO STUDIOS EAST, INC.

                                  TODD-AO STUDIOS WEST


<PAGE>

                                  TODD-AO VIDEO SERVICES

                                  TODD-AO, ESPANA

                                  TRIUMPH COMMUNICATIONS & FIBER SERVICES, LLC

                                  TRIUMPH COMMUNICATIONS & LEASING SERVICES INC.

                                  TRIUMPH COMMUNICATIONS INC.

                                  VIDEO RENTALS, INC.

                                  VIDEO SERVICES CORPORATION

                                  VINE STREET MAGIC, LLC

                                  VISUALIZE

                                  VSC CORPORATION

                                  VSC EXPRESS COURIER, LLC

                                  VSC LIMA CORP.

                                  VSC MAL CORP.

                                  VSDD ACQUISITION CORP.

                                  WATERFRONT COMMUNICATIONS CORPORATION



                                  Each By:  /s/ WILLIAM E. NILES
                                            ------------------------------------
                                            Name: William E. Niles
                                            Title: Vice President


<PAGE>

                                                                      SCHEDULE I

                                 [See attached]


<PAGE>

                                                                     SCHEDULE II

A.    COMMITMENTS


<TABLE>
<CAPTION>
NAME                                          REVOLVING CREDIT                    TERM A                              TERM B
OF THE LENDER                                 COMMITMENT                          COMMITMENT                          COMMITMENT
-------------                                 ----------------                    ----------                          ----------
<S>                                           <C>                                 <C>                                 <C>
Bank of America, N.A.                         $36,397,408.21                      $28,000,000                         $0

Citicorp USA, Inc.                            $31,020,518.36                      $22,500,000                         $0

The Bank of New York Company, Inc.            $28,952,483.80                      $20,000,000                         $0

General Electric Capital Corporation          $12,408,207.34                      $0                                  $35,000,000

Royal Bank of Canada                          $18,198,704.10                      $11,000,000                         $7,000,000

ING (U.S.) Capital LLC                        $16,544,276.45                      $10,000,000                         $10,000,000

BNP Paribas                                   $13,235,421.17                      $9,000,000                          $0

Mizuho Corporate Bank, Ltd.                   $10,753,779.70                      $7,000,000                          $5,000,000

The Governor and Company of the Bank          $8,272,138.23                       $5,000,000                          $0
of Ireland

Bank of Tokyo-Mitsubishi Trust                $8,272,138.23                       $5,000,000                          $0
Company

US Bank N.A.                                  $7,444,924.41                       $6,000,000                          $0

East West                                     $0                                  $1,500,000                          $1,500,000
</TABLE>