Exhibit 10.23


 





 


THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT


 


This
Third Amendment to Credit and Security Agreement is entered into as of March 12,
2010, by and between Real D, a
California corporation (“Borrower”) and City
National Bank, a national banking association (“CNB”).


 


RECITALS


 


A.                                    Borrower and
CNB are parties to that certain Credit and Security Agreement, dated as of July
26, 2007, as amended by that certain First Amendment to Credit and Security
Agreement dated as of August 18, 2009, and that certain Second Amendment
to Credit and Security Agreement dated as of November 6, 2009, (the Credit
and Security Agreement, as herein amended, hereinafter the “Credit Agreement”).


 


B.                                    Borrower and
CNB desire to supplement and amend the Credit Agreement as hereinafter set forth.


 


NOW, THEREFORE, the parties agree as
follows:


 


1.                                      Definitions.  Capitalized
terms used in this Amendment without definition shall have the meanings set
forth in the Credit Agreement.


 


2.                                      Amendments.  The Credit
Agreement is amended as follows:


 


2.1                               Section 1.53
of the Credit Agreement is amended by deleting the phrase “July  31, 2010” and inserting in its place and stead the phrase “December 31, 2010”


 


3.                                      Existing Agreement.  Except as
expressly amended herein, the Credit Agreement shall remain in full force and
effect, and in all other respects is affirmed.


 


4.                                      Conditions Precedent.  This Amendment
shall become effective upon the fulfillment of all of the following conditions
to CNB’s satisfaction:


 


4.1                               CNB shall have
received this Amendment duly executed by Borrower and acknowledged  by the
Guarantors.


 


5.                                      Counterparts.  This Amendment
may be executed in any number of counterparts, and all such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


6.                                      Governing Law.  This Amendment
and the rights and obligations of the parties hereto shall be construed in
accordance with, and governed by the laws of the State of California.


 


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IN WITNESS WHEREOF,  the
parties have executed this Amendment as of the day and year first above
written.


 


	
  “Borrower”

  	
  REAL
  D, a California
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael V. Lewis

  
	
   

  	
   

  	
  Michael V. Lewis,
  Chairman/CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  “CNB”

  	
  City
  National Bank, a
  national 

  
	
   

  	
  banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aaron Cohen

  
	
   

  	
   

  	
  Aaron Cohen, Senior
  Vice President

  



 


 


CONSENT
OF GUARANTORS:


 


The
undersigned have previously guaranteed the indebtedness of Real D, a California corporation owed to
CNB. The undersigned confirm that their respective guarantees and the security
given in connection therewith, if any, shall continue in full force and effect
and that each guaranty shall be a separate and distinct obligation and apply to
the indebtedness arising from the Credit Agreement as amended herein, subject
to the overall limitation as to the amount guaranteed.


 


 


	
  Stereographics
  Corporation, a California corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Michael V. Lewis

  	
   

  
	
   

  	
  Michael V. Lewis, CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Colorlink
  Inc., a
  Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael V. Lewis

  	
   

  
	
   

  	
  Michael V. Lewis, CEO

  	
   

  



 


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