<PAGE>
                                                                    EXHIBIT 10.1


                                                                  EXECUTION COPY


                                 AMENDMENT NO. 2

               Amendment No. 2 dated as of March 26, 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, 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:

<PAGE>

<TABLE>
<CAPTION>
                                                       Eurodollar      Alternate Base
                        Total Leverage Ratio             Loans           Rate Loans
                        --------------------           ----------      --------------
                <S>                                    <C>             <C>
                Greater than or equal to 4.50 to          3.00            2.00
                1.00
                Less than 4.50 to 1.00 but greater        2.75%           1.75%
                than or equal to 4.00 to 1.00
                Less than 4.00 to 1.00 but greater        2.50%           1.50%
                than or equal to 3.50 to 1.00
                Less than 3.50 to 1.00 but greater        2.25%           1.25%
                than or equal to 3.00 to 1.00
                Less than 3.00 to 1.00 but greater        2.00%           1.00%
                than or equal to 2.50 to 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,
                      2.50% and (y) in the case of a Eurodollar Loan, 3.50%, 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, 2.75% and (y) in the case of a
                      Eurodollar Loan, 3.75%.

                      (iii) 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 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



                                       2
<PAGE>

                      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 (x) ISG or
                      (y) any Venture Subsidiary that is Minority Owned, except
                      to the extent of cash dividends actually received by the
                      Borrower or any Wholly Owned Subsidiary from on-going
                      operations of such Venture Subsidiary.

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

                             "Permitted Acquisition" shall mean the VSC
                      Acquisition and any other acquisition by the Borrower or
                      any Subsidiary of all or substantially all the assets or
                      all the Capital Stock of any third-party Post Production
                      Company; or any division or business unit thereof provided
                      that with respect to any such acquisition (other than the
                      VSC Acquisition, which is to be completed on the Closing
                      Date), the Borrower shall have complied with the following
                      conditions:

                      (v) Deleting in its entirety clause (c)(i) of the
               definition of "Permitted Acquisition" and replacing it with the
               following:

                             (i) Officer's Certificate. A certificate executed
                      by a Responsible Officer of the Borrower, (x) setting
                      forth in reasonable detail the EBITDA and the Total
                      Leverage Ratio of the Borrower before and after giving
                      effect to such acquisition and the amount of any
                      Non-Recurring Expenses relating to the assets or Capital
                      Stock which are the subject of such acquisition and (y)
                      stating that on such closing date, both before and after
                      giving effect to such acquisition and any Loans to be
                      advanced on such closing date: (A) no Default or Event of
                      Default has occurred and is continuing; (B) no Material
                      Adverse Effect has occurred since the date of the then
                      most recent audited financial statements of the Borrower
                      delivered to the Administrative Agent pursuant to Section
                      5.1; (C) the representations and warranties set forth in
                      Article 3 are true and correct in all material respects on
                      and as of such date with the same effect as though made on
                      and as of such date; (D) the Borrower is in compliance
                      with all the terms and provisions set forth in this
                      Agreement on its part to be observed and performed; (E)
                      after giving effect to such acquisition (including any
                      Loans to be made in connection with the funding thereof),
                      the sum of the aggregate Available Revolving Credit
                      Commitments and Unrestricted Cash will be equal to or
                      greater than $20,000,000; provided that the condition set
                      forth in this subclause (i)(E) will not be required to



                                       3
<PAGE>

                      be satisfied if (x) the consideration to be paid by the
                      Borrower in respect of such acquisition consists entirely
                      of Capital Stock of the Borrower (excluding any
                      Indebtedness to be assumed in connection with such
                      acquisition) or (y) after giving effect to such
                      acquisition, the Total Leverage Ratio is less than 3.50 to
                      1.00 for the prior two consecutive fiscal quarters; and
                      (F) the financial projections delivered pursuant to clause
                      (d) below have been prepared based upon reasonable
                      assumptions and that such Responsible Officer has no
                      reason to believe that such projections are incorrect or
                      misleading in any material respect or that such
                      assumptions are not reasonable. Each of the foregoing
                      statements shall be true on such closing date before and
                      after giving effect to such acquisition.

                      (vi) Adding a new clause (d) to the definition of
               "Permitted Acquisition" to read as follows:

                             (d) Financial Condition. At least 30 days prior to
                      the closing date for such acquisition, the Borrower shall
                      have delivered to the Administrative Agent and the Lenders
                      financial projections based upon assumptions acceptable to
                      the Administrative Agent demonstrating that immediately
                      prior to and after giving effect to the consummation of
                      such acquisition and the incurrence of the Indebtedness
                      hereunder, the Borrower will be in compliance with all
                      covenants contained in this Agreement and, assuming the
                      schedule for the repayment of the Loans and the reduction
                      of the Revolving Credit Commitment then in effect, until
                      all the Obligations have been repaid in full.

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

                             "Permitted Indebtedness" shall mean the collective
                      reference to (a) the Liberty Debt in an aggregate
                      principal amount (exclusive of capitalized interest) not
                      to exceed $310,000,000 and (b) other Indebtedness in an
                      aggregate principal amount at any one time outstanding not
                      to exceed $100,000,000.

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

                             "Purchase Money Indebtedness" shall mean
                      Indebtedness of the Borrower or any Subsidiary incurred
                      solely to finance the acquisition (including by means of a
                      Financing Lease), construction, installation or
                      improvement of any real property or personal tangible
                      property which is useful to the Borrower or any Subsidiary
                      in its business as a Post Production Company and
                      businesses substantially complementing or ancillary
                      thereto which Indebtedness is incurred within 180 days
                      following such acquisition, construction, installation or
                      improvement and is secured only by the assets so financed.



                                       4
<PAGE>

                      (ix) Adding the following new definitions in the
               appropriate alphabetical order to read as follows:

                             "Restructuring Charges" shall mean cash
                      restructuring charges incurred with respect to severance
                      arrangements and discontinuance or sale of specific
                      operating facilities utilized as an entirety by a specific
                      business unit.

                             "Unrestricted Cash" shall mean all cash and cash
                      equivalents of the Borrower and its Subsidiaries that are
                      not subject to any Lien (other than the Liens of the Loan
                      Documents).

               (b) AMENDMENT OF SECTION 2.24(a).  Section 2.24(a) of the Credit
        Agreement is hereby deleted in its entirety and the following inserted
        in its place:

                      (a) At any time prior to September 30, 2002, the Borrower
               may, with the consent of the Administrative Agent, add any
               financial institution as a Lender hereunder; provided that after
               giving effect to such addition (a) no Default shall exist and be
               continuing and (b) the aggregate Revolving Credit Commitments
               shall not exceed $265,000,000, the aggregate Term A Loan
               Commitments shall not exceed $143,000,000 and the aggregate Term
               B Loan Commitments shall not exceed $67,000,000 (such financial
               institution being a "New Lender") and provided further, that the
               fees and other compensation (including any discount) paid to or
               received by any New Lender are not greater than the fees and
               compensation paid to each Lender in connection with entering into
               this Agreement and any amendments prior to September 30, 2002.
               Each such addition shall be effected by the delivery to the
               Administrative Agent of a New Lender Joinder Agreement executed
               by the Borrower, such financial institution and the
               Administrative Agent. Upon receipt of a duly executed and
               completed New Lender Joinder Agreement, such financial
               institution shall become a party hereto as a Lender and the
               Administrative Agent shall record in the Register the information
               contemplated by Section 9.6(c) with respect to such financial
               institution. On the effective date of such New Lender Joinder
               Agreement, the New Lender shall (i) make a Term A Loan in the
               amount of such New Lender's Term A Loan Commitment, (ii) make a
               Term B Loan in the amount of such New Lender's Term B Loan
               Commitment and (iii) acquire a part of the Revolving Loans equal
               to the product of (A) such New Lender's Revolving Credit
               Commitment Percentage (after giving effect to the change in
               Revolving Credit Commitment Percentages as a result of all New
               Lender Joinder Agreements effective as of such day) multiplied by
               (B) the Dollar Equivalent of the outstanding principal amount of
               all Revolving Loans. The Administrative Agent shall promptly
               notify the Lenders of each New Lender Joinder Agreement received
               by it.

               (c) AMENDMENT OF SECTION 2.24(b). Section 2.24(b) of the Credit
        Agreement is hereby amended by:



                                       5
<PAGE>

                      (i) Deleting "June 29, 2001" in the first line thereof and
               inserting "September 30, 2002" in its place; and

                      (ii) Deleting "June 29, 2001" in the eighth line thereof
               and inserting "September 30, 2002" in its place.

               (d) AMENDMENT OF SECTION 5.2(d). Section 5.2(d) of the Credit
        Agreement is hereby deleted in its entirety and the following inserted
        in its place:

                      (d) not later than March 31, 2002 in respect of the fiscal
               year of the Borrower ended December 31, 2001 and for each fiscal
               year of the Borrower thereafter, not later than 60 days after the
               end of such fiscal year, a copy of the projections by the
               Borrower of the operating budget and cash flow budget of the
               Borrower and its Subsidiaries (including a statement of the
               amounts to be invested in ISG and the operating budget and cash
               flow budget for ISG) for the succeeding fiscal year set forth on
               a quarterly basis and on an annual basis through the later of (i)
               the end of the fifth fiscal year thereafter and (ii) December 31,
               2007, together with a narrative description setting forth the
               assumptions upon which such projections are based, such
               projections to be accompanied by a certificate of a Responsible
               Officer to the effect that such projections have been prepared on
               the basis of sound financial planning practices and that such
               Responsible Officer reasonably and in good faith believes that
               such projections are correct and are not misleading in any
               material respect and that such assumptions are reasonable;

               (e) AMENDMENT OF SECTION 5.2. Section 5.2 of the Credit Agreement
        is hereby amended by adding a new clause (i) to read as follows:

                      (i) if the Borrower takes a Restructuring Charge in any
               period, concurrently with the delivery of the Compliance
               Certificate delivered pursuant to Section 5.2(c) in respect of
               such period, any information required to be prepared in
               accordance with GAAP setting forth the anticipated utilization of
               such Charge, and, from time to time, any modification required by
               GAAP with respect to such information.

               (f) 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, 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 through 12/31/03                      1.00 to 1.00
               1/01/04 and thereafter                        1.10 to 1.00
</TABLE>



                                       6
<PAGE>

               (g) 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, 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 12/31/02                       4.20 to 1.00
                 1/1/03 through 6/30/03                         4.00 to 1.00
                 7/1/03 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.

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

                      (d) Capital Expenditures. Make or commit to make (by way
               of the acquisition of the securities of a Person or otherwise)
               any Capital Expenditures exceeding in the aggregate (i)
               $85,000,000 during the period from January 1, 2000 through
               December 31, 2000, (ii) $185,000,000 during the period from
               January 1, 2000 through December 31, 2001 and (iii) an amount
               equal to (a) $60,000,000, plus (b) any Liberty Debt incurred or
               equity contributed by Liberty Media during the period from
               January 1, 2002 through December 31, 2002.

               (i) AMENDMENT OF SECTION 6.3(i). Section 6.3(i) of the Credit
        Agreement is hereby deleted in its entirety and the following inserted
        in its place:

                      (i) other Liens securing Purchase Money Indebtedness and
               other Indebtedness incurred after the Closing Date, so long as
               the aggregate principal amount of such Purchase Money
               Indebtedness and other Indebtedness does not exceed $50,000,000;
               provided that any Liens securing such Indebtedness shall be
               limited to assets (and not any Capital Stock) which are owned by
               the Borrower or a Subsidiary but not subject to any preexisting
               Lien in favor of the Administrative Agent for the benefit of the
               Lenders.

               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.



                                       7
<PAGE>

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

               (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) 20 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.



                                       8
<PAGE>

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

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



                                       9
<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/ Thomas J. Kane
                                               ---------------------------------
                                               Name: Thomas J. Kane
                                               Title: Principal


                                            THE LENDERS:

                                            BANK OF AMERICA, N.A.


                                            By:    /s/ Thomas J. Kane
                                               ---------------------------------
                                               Name: Thomas J. Kane
                                               Title: Principal


                                            CITICORP USA, INC.


                                            By:    /s/ Stephanie Bontemps
                                               ---------------------------------
                                               Name: Stephanie Bontemps
                                               Title: Managing Director


                                            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:    /s/ Moira A. Duncan
                                               ---------------------------------
                                               Name: Moira A. Duncan
                                               Title: Senior Risk Manager


                                            ROYAL BANK OF CANADA


                                            By:    /s/ Barbara Meijer
                                               ---------------------------------
                                               Name: Barbara E. Meijer
                                               Title: Managing Director


                                            ING CAPITAL LLC
                                            formerly ING (U.S.) Capital LLC


                                            By:    /s/ Loring Guessous
                                               ---------------------------------
                                               Name: Loring Guessous
                                               Title: Managing Director


                                            BNP PARIBAS


                                            By:    /s/ Frederique Merhaut
                                               ---------------------------------
                                               Name: Frederique Merhaut
                                               Title: Director
                                                      Senior Credit Officer


                                            By:    /s/ C. Bettles
                                               ---------------------------------
                                               Name: C. Bettles
                                               Title: Managing Director


                                            THE FUJI BANK, LIMITED


                                            By:    /s/ Masahito Fukuda
                                               ---------------------------------
                                               Name: Masahito Fukuda
                                               Title: Senior Vice President &
                                                      Group Head


                                      S-2

<PAGE>

                                            THE GOVERNOR AND COMPANY OF THE BANK
                                            OF IRELAND


                                            By:    /s/ Tom Hayes
                                               ---------------------------------
                                               Name: Tom Hayes
                                               Title: Authorised Signatory


                                            By:    /s/ Olivia Treacy
                                               ---------------------------------
                                               Name: Olivia Treacy
                                               Title: Authorised Signatory


                                            BANK OF TOKYO-MITSUBISHI TRUST
                                            COMPANY


                                            By:    /s/ Paul P. Malecki
                                               ---------------------------------
                                               Name: Paul P. Malecki
                                               Title: Vice President & Manager


                                            U.S. BANK N.A.


                                            By:    /s/ George Adams
                                               ---------------------------------
                                               Name: George Adams
                                               Title: Senior Vice President


                                            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 March 26, 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. 2), 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. 2, 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, 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

<PAGE>

                                         DIGITAL SOUND & PICTURE, INC.

                                         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 POST EDGE, INC.

                                         THE TRIUMPH SWITCH COMPANY LLC

                                         TODD-AO AMUSEMENT PRODUCTION SERVICES,
                                         LLC

                                         TODD-AO DIGITAL IMAGES

                                         TODD-AO DVD, INC.

                                         TODD-AO EUROPE HOLDING COMPANY LIMITED

                                         TODD-AO HOLLYWOOD DIGITAL

                                         TODD-AO PRESERVATION SERVICES

<PAGE>


                                         TODD-AO PRODUCTIONS, INC.

                                         TODD-AO STUDIOS

                                         TODD-AO STUDIOS EAST, INC.

                                         TODD-AO STUDIOS WEST

                                         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, INC.

                                         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