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                                 EXHIBIT 10.126


                                 AMENDMENT NO. 7 (the "Amendment") dated as of
                                 June 16, 2000 to the CREDIT, SECURITY, GUARANTY
                                 AND PLEDGE AGREEMENT, dated as of December 20,
                                 1996, as amended (the "Credit Agreement"),
                                 among TRIMARK PICTURES, INC., a California
                                 corporation, and TRIMARK TELEVISION, INC., a
                                 Delaware corporation (each a "Borrower" and
                                 together, the "Borrowers"), the Guarantors
                                 named herein, the Lenders referred to herein,
                                 THE CHASE MANHATTAN BANK, a New York banking
                                 corporation, as Agent (the "Administrative
                                 Agent") for the Lenders and THE CHASE MANHATTAN
                                 BANK as Fronting Bank (the "Fronting Bank").

                             INTRODUCTORY STATEMENT

                  The Borrowers and the Guarantors have now requested that the
Lenders amend certain provisions of the Credit Agreement. The Lenders are
willing to comply with such request on the terms and subject to the conditions
hereinafter set forth.

                  Accordingly, the parties hereto hereby agree as follows:

                  Section 1. DEFINED TERMS. All capitalized terms not otherwise
defined in this Amendment are used herein as defined in the Credit Agreement.

                  Section 2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions in Section 3 hereof, the Credit Agreement is
hereby amended effective as of the date hereof, as follows:

                  (a) Section 2.6(b) of the Credit Agreement is hereby amended
to insert $45,000,000 in column (b) in place of $40,000,000.

                  Section 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of
this Amendment is subject to the satisfaction in full of the following
conditions precedent.

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EXHIBIT 10.126.  (CONTINUED)

                  (a)      The Administrative Agent shall have received executed
                           counterparts of this Amendment, which, when taken
                           together, bear the signatures of each party hereto;

                  (b)      All legal matters in connection with this Amendment
                           shall be reasonably satisfactory to Morgan, Lewis &
                           Bockius LLP, counsel for the Administrative Agent.

                  Section 4. REPRESENTATIONS AND WARRANTIES. Each of the Credit
Parties hereby represents, warrants and acknowledges to the Administrative Agent
(on behalf of itself, Fronting Bank and the Lenders) that:

                  (a)      Their respective obligations to the Lenders under the
                           Credit Agreement remain in full force and effect.

                  (b)      The representations and warranties contained in the
                           Credit Agreement and in the other Fundamental
                           Documents 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 such
                           representations and warranties expressly relate to an
                           earlier date).

                  (c)      After giving effect hereto, each of the Credit
                           Parties is in compliance with all the terms and
                           provisions set forth in the Credit Agreement and the
                           other Fundamental Documents and no Default or Event
                           of Default has occurred or is continuing under the
                           Credit Agreement or any other Fundamental Document.

                  (d)      The acknowledgments, representations and warranties
                           in this Section 4 have been a material inducement for
                           the Lenders to agree to enter into this Amendment,
                           (ii) the Lenders are relying on such acknowledgments,
                           representations and warranties, and (iii) the Lenders
                           would not have entered into this Amendment without
                           such acknowledgments, representations and warranties.

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EXHIBIT 10.126.  (CONTINUED)

                  Section 5. FULL FORCE AND EFFECT. Except as expressly set
forth herein, this Amendment does not constitute a waiver or modification of any
provision of the Credit Agreement or a waiver of any Default or Event of Default
under the Credit Agreement, in either case whether or not known to the Lenders.
Except as expressly amended hereby, the Credit Agreement shall continue in full
force and effect in accordance with the provisions thereof on the date hereof.
As used herein, the terms "Credit 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. References to the terms "Agreement" or "Credit Agreement" appearing
in the Exhibits or Schedules hereto or to the Credit Agreement, shall, unless
the context otherwise requires, mean the Credit Agreement as amended by this
Amendment.

                  SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WHICH
ARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF
NEW YORK.

                  Section 7. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall constitute as an original, but all of
which when taken together shall constitute but one instrument.

                  Section 8. EXPENSES. The Borrowers agree to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, execution, delivery, performance or enforcement of this
Amendment, the Credit Agreement or the other Fundamental Documents and any other
documentation contemplated hereby or thereby, including, but not limited to, the
reasonable fees and disbursements of external legal counsel for the
Administrative Agent and the allocated costs and charges of its internal legal
counsel.

                  Section 9. 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.

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EXHIBIT 10.126.  (CONTINUED)

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first written above.

                                     TRIMARK PICTURES, INC.
                                     TRIMARK TELEVISION, INC.
                                     TRIMARK HOLDINGS, INC.
                                     TRIMARK MUSIC
                                     CHEAP DATE, INC.
                                     WRITERS ON THE WAVE
                                     PURPLE TREE PRODUCTIONS, INC.
                                     LOVING GUN PRODUCTIONS, INC.
                                     TRIMARK INTERACTIVE

                                     By
                                       ----------------------------------------
                                     Name:
                                     Title:
                                     Authorized Signatory for each of
                                     the foregoing

                                     THE CHASE MANHATTAN BANK,
                                     individually and as Administrative
                                     Agent

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

                                     CITY NATIONAL BANK

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

                                     COMERICA BANK-CALIFORNIA

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

                                     FIRST HAWAIIAN BANK

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

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EXHIBIT 10.126.  (CONTINUED)

                                     IMPERIAL BANK

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

                                     SILICON VALLEY BANK

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

                                     THE SUMITOMO TRUST & BANKING CO.,
                                     LTD., NEW YORK BRANCH

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

                                     UNION BANK OF CALIFORNIA, N.A.

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

                                     DE NATIONALE INVESTERINGSBANK N.V.

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