NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all ofwhich are hereby acknowledged, the Company and the Lenders party hereto agree as follows:**1. ****Amendments to Existing Credit Agreement**. The Existing Credit Agreement is herebyamended as follows (the “**Credit Agreement Amendment**”):**(a) **Article 5 of the Existing Credit Agreement is hereby amended by inserting a new Section5.11 at the end thereof to read as follows:5.11 **Sale of DG FastChannel Stock**.The Borrower will use commercially reasonable efforts to sell, in one or moretransactions and at prices and terms deemed advisable by the Borrower, all of the shares ofcapital stock of DG FastChannel, Inc. held by it as promptly as practicable after the ThirdAmendment Effective Date and, in any event, not later than November 30, 2010, subject tothe terms of Section 6.8(f) hereof.**(b) **Section 6.1 of the Existing Credit Agreement is hereby amended by deleting the word “and”from the end of clause (vi) thereof, inserting the word “and” at the end of clause (vii) thereof,and inserting a new clause (viii) to read as follows:(viii) the issuance and sale by the Borrower to Gores Radio Holdings and itsAffiliates of up to an aggregate of $15,000,000 of common stock of the Borrower inaccordance with the terms and provisions of the 2010 Purchase Agreement.**(c) **Section 6.5 of the Existing Credit Agreement is hereby amended by deleting the word “and”immediately following clause (e) thereof, by deleting the period at the end of clause (f) thereofand inserting “; and” in lieu thereof and inserting a new clause (g) to read as follows:(g) any acquisition of assets of, or Equity Interests in, any Person (other than anAffiliate of the Borrower or any of the Gores Parties) during the period from August 17,2010 through and including July 15, 2012 solely in exchange for the issuance of QualifiedEquity Interests of the Borrower, so long as the fair market value of all such acquiredassets and Equity Interests (determined as of the date of the acquisition thereof) doesnot, in the aggregate, exceed (i) $20,000,000 during the period commencing on August 17,2010 through and including August 16, 2011, and (ii) $20,000,000 during the periodcommencing on August 17, 2011 through and including July 15, 2012.**(d) **Section 6.8 of the Credit Agreement is hereby amended by deleting the word “and”immediately following clause (d) thereof, by deleting the period at the end of clause (e) thereofand inserting “; and” in lieu thereof and inserting a new clause (f) to read as follows:(f) the sale of the shares of capital stock of DG FastChannel, Inc. held by theBorrower in accordance with Section 5.11 hereof; *provided*that upon the sale of such sharesof capital stock the Borrower shall exercise its option under Section 7.3 of the New SeniorNote Agreement to prepay the New Senior Notesin an aggregate principal amount equal to the Net Cash Proceeds (as defined in the NewSenior Note Agreement) from the sale of such shares.
 
-2-

 
**(e) **Article 6 of the Existing Credit Agreement is hereby amended by inserting a new Section6.14 at the end thereof to read as follows:6.14. **Amendment of 2010 Purchase Agreement**.The Borrower will not, without the consent of Required Lenders, amend, modify, changeor waive, or consent or agree to any amendment, modification, change or waiver to, thedates by which the purchase and sale of the shares under the 2010 Purchase Agreement mustbe made, the price per share of such shares, the aggregate purchase price for such sharesor any other terms of the 2010 Purchase Agreement in a manner that is adverse to any Lender(in its capacity as a Lender).**(f) **Section 7.1 of the Existing Credit Agreement is hereby amended by amending and restatingthe table set forth therein in its entirety as follows:     “**Date** **Ratio** March 31, 2010  9.20 to 1.0 June 30, 2010  8.65 to 1.0 September 30, 2010  12.95 to 1.0 December 31, 2010  12.95 to 1.0 March 31, 2011  12.95 to 1.0 June 30, 2011  12.65 to 1.0 September 30, 2011  11.50 to 1.0 December 31, 2011  10.35 to 1.0 March 31, 2012  9.20 to 1.0 June 30, 2012and the last day of each fiscal quarter thereafter  8.65 to 1.0” **(g) **Article 8 of the Existing Credit Agreement is hereby amended by deleting the “or” at theend of clause (l) thereof, deleting the period at the end of clause (m) thereof and inserting “;or” in lieu thereof and inserting a new clause (n) to read as follows:(n) the 2010 Stock Purchase (as defined in the Third Amendment) is not consummated onor prior to September 7, 2010 or the 2011 Stock Purchase (as defined in the ThirdAmendment) is not consummated on or prior to February 28, 2011, in each case, in accordancewith the terms and provisions of the 2010 Purchase Agreement; *provided*that the Borrowerand Gores Radio Holdings shall have no obligation to consummate the 2011 Stock Purchase inthe event that on or prior to February 28, 2011 the Borrower and its Subsidiaries shallhave received Net Cash Proceeds (as defined in the New Senior Note Agreement) of at least$10,000,000 from the issuance and sale of Qualified Equity Interests of the Borrower to anyPerson (other than any Subsidiary), other than in connection with (i) the 2010 StockPurchase, and (ii) any stock or option grant to an employee ofthe Borrower or any Subsidiary under a stock option plan or other similar incentive orcompensation plan of the Borrower or its Subsidiaries or upon the exercise thereof.
 
-3-

 
**(h) **Schedule 1.1 to the Existing Credit Agreement is hereby amended by adding the followingnew definitions in their appropriate alphabetical order:“2010 Purchase Agreement” means that certain Purchase Agreement, dated as ofAugust 17, 2010, by and between the Borrower and Gores Radio Holdings.“Disqualified Equity Interests” means any Equity Interests of the Borrowerthat (a) require the payment of any dividends, (b) mature or are mandatorily redeemable orsubject to mandatory repurchase or redemption or repurchase at the option of the holdersthereof, in each case in whole or in part and whether upon the occurrence of any event,pursuant to a sinking fund obligation on a fixed date or otherwise (including as the resultof a failure to maintain or achieve any financial performance standards) in each case,prior to the one year anniversary of Maturity Date, or (c) are convertible or exchangeable,automatically or at the option of any holder thereof, into any Indebtedness, EquityInterests or other assets other than Qualified Equity Interests.“Qualified Equity Interests” means any Equity Interests of the Borrower thatdo not constitute Disqualified Equity Interests.“Third Amendment” means that certain Third Amendment to Credit Agreement,dated as of August 17, 2010, by and among the Borrower and the Lenders party thereto.“Third Amendment Effective Date” means the “Effective Date” as defined in theThird Amendment.**(i) **The definition of “Initial Sponsor Letter of Credit” set forth in Schedule 1.1 to theExisting Credit Agreement is hereby amended and restated in its entirety as follows:“Initial Sponsor Letter of Credit” means that certain Irrevocable StandbyLetter of Credit in the amount of $15,000,000 issued as of the Closing Date by Union Bankof California, N.A. in favor of Agent, as beneficiary, on behalf of the Sponsor Guarantors,as applicants, as amended by that certain Amendment No. 2 thereto issued as of the ThirdAmendment Effective Date by Union Bank of California, N.A. to increase the amount of suchIrrevocable Standby Letter of Credit to $17,500,000.
 
-4-

 
**(j) **The definition of “Loan Documents” set forth in Schedule 1.1 to the Existing CreditAgreement is hereby amended and restated in its entirety as follows:“Loan Documents” means the Agreement, any Compliance Certificate, the FeeLetter, the Guaranty, the Letters of Credit, the Sponsor Guaranty and Put Agreement, theSponsor Letter of Credit, the Gores Limited Guaranty Subordination Agreement (if any), the2010 Purchase Agreement, any note or notes executed by Borrower in connection with theAgreement and payable to a member of the Lender Group, and any other agreement enteredinto, now or in the future, by Borrower or any of its Subsidiaries or any Sponsor Guarantorand the Lender Group in connection with the Agreement.**(k) **The definition of “Maximum Revolver Amount” set forth in Schedule 1.1 to the ExistingCredit Agreement is hereby amended and restated in its entirety as follows:“Maximum Revolver Amount” means $20,000,000, decreased by the amount ofreductions in the Revolver Commitments made in accordance with Section 2.4(c) of theAgreement.**(l) **The definition of “Sponsor UBOC Documents” set forth in Schedule 1.1 to the ExistingCredit Agreement is hereby amended and restated in its entirety as follows:“Sponsor UBOC Documents” means that certain Amended and Restated RevolvingCredit Agreement dated as of February 16, 2010 among Gores Capital Partners II, L.P., GoresCo-Invest Partnership II, L.P., Gores Capital Partners III, L.P., Gores Co-InvestPartnership III, L.P., as amended, restated, supplemented or otherwise modified from timeto time.**(m) **Schedule C-1 to the Credit Agreement is hereby amended and restated in its entirety as setforth on Schedule C-1 to this Amendment.**2. ****Conditions to Effectiveness of this Amendment**. Notwithstanding any other provisionof this Amendment and without affecting in any manner the rights of the Lenders hereunder, it isunderstood and agreed that this Amendment shall not become effective, and the Company shall have norights hereunder, until satisfaction of the condition set forth in the penultimate sentence of thisSection 2 and until each of the following conditions have been satisfied:**(a) **Agent shall have received a copy of this Amendment executed by the Loan Parties, theSponsor Guarantors and the Required Lenders;**(b) **Agent shall have received a copy of the fully executed Third Notes Amendment in form andsubstance reasonably satisfactory to Agent and Required Lenders (a true, correct and complete copyof which is attached hereto as Exhibit A), which, among other things, provides the New SeniorNoteholders’ consent to the Third Amendment, including the increase in the Maximum Revolver Amountfrom$15,000,000 to $20,000,000, and provides that Agent and Lenders are intended third partybeneficiaries to such consent;
 
-5-

 
**(c) **Agent shall have received a copy of the fully executed Amendment No. 1 to Guaranty (WithPut Option) in the form attached as Exhibit B hereto (the “**Sponsor Guaranty Amendment**”);**(d) **Agent shall have received a fully executed copy of that certain Purchase Agreement, datedas of the date hereof (the “**2010 Purchase Agreement**”), by and between Gores Radio Holdings and theCompany in form and substance satisfactory to the Required Lenders (a true, correct and completecopy of which is attached hereto as Exhibit C), which provides, among other things for (i) thepurchase by Gores Radio Holdings, in cash, of not less than $5,000,000 of new shares of commonstock of the Company on or prior to September 7, 2010 at a purchase price equal to at least $6.50per share and otherwise on terms and conditions reasonably satisfactory to the Required Lenders(the “**2010 Stock Purchase**”); and (ii) subject to the terms of Section 2.1 of the 2010 PurchaseAgreement (as in effect on the date hereof), the purchase by Gores Radio Holdings, in cash, of notless than $10,000,000 of new shares of common stock of the Company on or prior to February 28, 2011(or such earlier date as may be necessary to remedy any liquidity shortfall of the Company on theterms and conditions set forth in the 2010 Purchase Agreement) at a purchase price per share equalto the Fair Market Value (as defined below) thereof and otherwise on terms and conditionsreasonably satisfactory to the Required Lenders (the “**2011 Stock Purchase**”)**(e) **Agent shall have received the Third Amendment Fee (as defined below) for the benefit ofthe Lenders party to the Credit Agreement as of the date hereof;**(f) **Agent shall have received a copy of an amendment no. 2 to Irrevocable Standby Letter ofCredit in the amount of $15,000,000 issued as of the Closing Date by Union Bank of California, N.A.in favor of Agent, as beneficiary, on behalf of the Sponsor Guarantors, as applicants increasingthe amount of such Irrevocable Standby Letter of Credit from $15,000,000 to $17,500,000 in the formattached as Exhibit D hereto issued as of the Third Amendment Effective Date by Union Bank, N.A. infavor of Agent, as beneficiary, together with evidence satisfactory to Agent that the original ofsuch Irrevocable Standby Letter of Credit has been sent to Agent for delivery no later than onecalendar day following the date of this Amendment.**(g) **Agent shall have received a fully executed opinion of Sponsor Guarantors’ counsel in formand substance satisfactory to Agent with respect to this Amendment and the Sponsor GuarantyAmendment;**(h) **Agent shall have received a fully executed certificate from the Secretary of each SponsorGuarantor in form and substance satisfactory to Agent (i) attesting to the resolutions of suchSponsor Guarantor’s general partner authorizing its execution, delivery, and performance of thisAmendment and the Sponsor Guaranty Amendment, (ii) authorizing specific officers of such SponsorGuarantor to execute the same and (iii)attesting to the incumbency and signatures of such specific officers of the general partner ofsuch Sponsor Guarantor; and
 
-6-

 
**(i) **the representations and warranties set forth in Section 3 of this Amendment shall be trueand correct as of the date hereof.In addition, all corporate and other proceedings in connection with the transactions contemplatedby this Amendment and all documents and instruments incident to such transactions shall bereasonably satisfactory to the Required Lenders (such satisfaction to be established by theexecution and delivery of this Amendment by the Required Lenders). The date on which all suchconditions to the effectiveness of this Amendment have been met is referred to herein as the“**Effective Date**”.For purposes of clause (d) above, the “**Fair Market Value**” per share of common stock of the Companyon a given date shall mean (x) if the shares of common stock of the Company are publicly traded inthe over-the-counter market, then the average of the per share volume-weighted average price forthe Company’s Primary Exchange as displayed under the heading “VWAP” on the Bloomberg FinancialMarkets Information Service (or, if Bloomberg ceases to publish such price, any successor servicereasonably chosen by the Company) page “WWON<Equity><VWAP>” (or the equivalentsuccessor if such page is not available), in respect of the period from the open of trading on therelevant trading day until the close of trading on such trading day, for the thirty (30)consecutive trading days ended on the trading day immediately preceding such date, or (y) if nosuch quotations are available, the fair value of such shares as of such date as determined bymutual agreement of the Board of Directors of the Company and the Agent, or, if they shall fail toagree within 10 Business Days (or a further period on written agreement of all such parties), by anindependent internationally-recognized investment banking firm selected by the Board of Directorswith the consent of the Agent (the fees and expenses of which shall be paid by the Company).Notwithstanding the foregoing, if the Fair Market Value of the shares of common stock of theCompany determined in accordance with clause (x) or (y) of the preceding sentence, as applicable,is less than $4.00 per share, the Fair Market Value of each share of Common Stock shall be deemedto be $4.00 per share for purposes of the 2011 Stock Purchase, and if the Fair Market Value of theshares of common stock of the Company determined in accordance with clause (x) or (y) of thepreceding sentence, as applicable, is greater than $9.00 per share, the Fair Market Value of eachshare of Common Stock shall be deemed to be $9.00 per share for purposes of the 2011 StockPurchase. For purposes hereof, the “Primary Exchange” means the “Primary Exchange” identified onpage 2 on the Bloomberg Financial Markets Information Service (or, if Bloomberg ceases to publishsuch price, any successor service reasonably chosen by the Company) page “WWON<Equity> DES”(or the equivalent successor if such page is not available).
 
-7-

 
**3. ****Representations and Warranties**. To induce the Lenders to enter into thisAmendment, the Company hereby represents and warrants to the Agent and Lenders that:**(a) **The execution and delivery by the Company and each other Loan Party of this Amendment, andthe performance by the Company and each other Loan Party of the Credit Agreement, this Amendmentand the Third Notes Amendment (i) are within the Company’s and each such other Loan Party’s powerand authority; (ii) have been duly authorized by all necessary corporate action; (iii) are not incontravention of any provision of the Company’s or any other Loan Party’s certificate ofincorporation or bylaws or other organizational documents; (iv) do not violate any law orregulation, or any order or decree of any Governmental Authority applicable to the Company, anyother Loan Party or any Subsidiary; (v) except as set forth on Schedule 3(e) hereto withrespect to the Securities Purchase Agreement, do not conflict with or result in the breach ortermination of, constitute a default under or accelerate any performance required by, anyindenture, mortgage, deed of trust, lease, agreement or other instrument to which the Company, anyother Loan Party or any of their respective Subsidiaries is a party or by which the Company, anyother Loan Party or any such Subsidiary or any of their respective property is bound; (vi) do notresult in the creation or imposition of any Lien upon any of the property of the Company or any ofits Subsidiaries, except pursuant to the Security Documents (as such term is defined in theSecurities Purchase Agreement); and (vii) except as set forth on Schedule 3(e) hereto withrespect to the Securities Purchase Agreement and except for such consents or approvals as havealready been obtained, do not require the consent or approval of any Governmental Authority or anyother Person.**(b) **This Amendment has been duly executed and delivered by the Company and this Amendmentconstitutes, a legal, valid and binding obligation of the Company and each other Loan Party,enforceable against the Company and each other Loan Party in accordance with its terms except asthe enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium andother laws affecting creditors’ rights and remedies in general or by general principles of equity.**(c) **A true, complete and correct copy of each of the Third Notes Amendment is attached heretoas Exhibit A and the Effective Date (as defined therein) has occurred.**(d) **No Default or Event of Default has occurred and is continuing as of the date hereof and asof the Effective Date.**(e) **Except as set forth on Schedule 3(e) hereto, the representations and warranties ofthe Company and each other Loan Party contained in the Credit Agreement and each of the other LoanDocuments are true and correct as of the date hereof as if made on the date hereof (other thanthose which, by their terms, specifically are made as of certain dates prior to the date hereof,which are true and correct as of such dates).**(f) **Other than (i) payment of the reasonable fees, charges and disbursements of Conway, DelGenio, Gries & Co., LLC and counsel to the Noteholders, in each case incurred in connection withthe Third Notes Amendment, and (ii) the requirement that the Notes be prepaid with the Net CashProceeds (as defined in the Securities Purchase Agreement) of the sale of the Borrower’s shares ofthe capital stock of DG FastChannel, Inc., no consideration has been paid or is payable by theCompany to any other Person, inits capacity as lender, noteholder and/or guarantor, as an inducement to the Company’s or suchPerson’s execution and delivery of the Third Notes Amendment.
 
-8-

 
**4. ****Third Amendment Fee**. In consideration of the agreements of Agent and Lenders setforth herein, the Borrower hereby agrees to pay on the date hereof an amendment fee in the amountof $75,000 to Agent for the ratable benefit of the Lenders party to the Credit Agreement as of thedate hereof (the “**Third Amendment Fee**”), which Third Amendment Fee shall be fully-earned, due andpayable and non-refundable on the date hereof.**5. ****Effect of Amendment**. Except as set forth expressly herein, all terms of theExisting Credit Agreement, as amended hereby, each other Loan Document and any document enteredinto in connection therewith, shall be and remain in full force and effect. 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 the Agent or the Lenders under the ExistingCredit Agreement, any other Loan Document or any other documents entered into in connectiontherewith, nor constitute a waiver of any provision of the Existing Credit Agreement, any otherLoan Document or any other documents entered into in connection therewith. Any and all notices,requests, certificates and other instruments executed and delivered after the execution anddelivery of this Amendment may refer to the Existing Credit Agreement without making specificreference to this Amendment, but nevertheless all such references shall include this Amendmentunless the context otherwise requires. It is understood that, to the extent the consent of Agentand Lenders is required by the Subordination Agreement or the Credit Agreement for the prepaymentof the Notes or the execution, delivery and performance of the Third Notes Amendment, Agent andLenders hereby consent to the prepayment of the Notes pursuant to Section 9.9(f) of the SecuritiesPurchase Agreement (as in effect on August 17, 2010 after giving effect to the Third NotesAmendment) and the execution, delivery and performance of the Third Notes Amendment (as in effecton August 17, 2010).**6.****Confirmation of the Subsidiary Guaranty and the Sponsor Guaranty and Put Agreement**.**(a) **By executing this Amendment each of the Subsidiary Guarantors acknowledges and confirmsthat (a) the Guaranty continues in full force and effect notwithstanding this Amendment and (b) theindebtedness, liabilities and obligations of the Company under the Credit Agreement, each otherLoan Document and this Amendment constitute indebtedness, liabilities and obligations guaranteedunder the Guaranty. Nothing in this Amendment extinguishes, novates or releases any right, claim,or entitlement of any of the Lenders created by or contained in the Loan Documents nor is theCompany nor any other Loan Party released from any covenant, warranty or obligation created by orcontained herein or therein, except as such covenants and obligations are specifically amended bythis Amendment.
 
-9-

 
**(b) **By executing this Amendment each of the Sponsor Guarantors acknowledges and confirms that(a) the Sponsor Guaranty and Put Agreement (asamended by the Sponsor Guaranty Amendment) continues in full force and effect notwithstandingthis Amendment and (b) the indebtedness, liabilities and obligations of the Company and the otherLoan Parties under the Credit Agreement, each other Loan Document and this Amendment constitute (i)indebtedness, liabilities and obligations guaranteed under the Sponsor Guaranty and Put Agreement(as amended by the Sponsor Guaranty Amendment) and (ii) Guarantied Obligations (as defined in theSponsor Guaranty and Put Agreement (as amended by the Sponsor Guaranty Amendment)). Nothing inthis Amendment extinguishes, novates or releases any right, claim, or entitlement of Agent and/orany of the Lenders created by or contained in the Loan Documents nor is the Company nor any otherLoan Party nor any Sponsor Guarantor released from any covenant, warranty or obligation created byor contained herein or therein, except as such covenants and obligations are specifically amendedby this Amendment. In order to induce Agent and Lenders to enter into this Amendment, each SponsorGuarantor hereby warrants to Agent and Lenders, as of the date hereof and after giving pro formaeffect to the investments contemplated by the 2010 Purchase Agreement, that the representations andwarranties of each Sponsor Guarantor contained in the Sponsor Guaranty and Put Agreement(including, without limitation, the representations and warranties set forth in Section 6(a)(x) and6(a)(xiii) thereof), as amended by the Sponsor Guaranty Amendment, are true and correct as of thedate hereof as if made on the date hereof (other than those which, by their terms, specifically aremade as of certain dates prior to the date hereof, which are true and correct as of such dates),and that no Sponsor Event of Default (as defined in the Sponsor Guaranty and Put Agreement) hasoccurred as of the date hereof.**7.****Release**.**(a) **In consideration of the agreements of Agent and Lenders contained herein and for othergood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, eachof Company, each Subsidiary Guarantor and each Sponsor Guarantor, on behalf of itself and itssuccessors, assigns, and other legal representatives, hereby absolutely, unconditionally andirrevocably releases, remises and forever discharges Agent and Lenders, and their successors andassigns, and their present and former shareholders, affiliates, subsidiaries, divisions,predecessors, directors, officers, attorneys, financial advisors, employees, agents and otherrepresentatives (Agent, each Lender and all such other Persons being hereinafter referred tocollectively as the “Releasees” and individually as a “Releasee”), of and from alldemands, actions, causes of action, suits, covenants, contracts, controversies, agreements,promises, sums of money, accounts, bills, reckonings, damages and any and all other claims,counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a“Claim” and collectively, “Claims”) of every name and nature, either known orsuspected, both at law and in equity, which Company, any Subsidiary Guarantor, any SponsorGuarantor or any of their successors, assigns, or other legal representatives may now or hereafterown, hold, have or claim to have against the Releasees or any of them for, upon, or by reason ofany circumstance, action, cause or thing whatsoever which arises at any time on or prior to the dayand date of this Amendment, including, without limitation, for or on account of, or in relation to,or in any way in connection with any of the CreditAgreement, or any of the other Loan Documents or any other documents entered into inconnection therewith or transactions thereunder or related thereto.
 
-10-

 
**(b) **Company, each Subsidiary Guarantor and each Sponsor Guarantor warrant, represent and agreethat they are fully aware of California Civil Code Section 1542, which provides as follows:**SEC. 1542. GENERAL RELEASE**. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THERELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THEDEBTOR.Company, each Subsidiary Guarantor and each Sponsor Guarantor hereby expressly waive the provisionsof California Civil Code Section 1542, and any rights they may have to invoke the provisions ofthat statute now or in the future with respect to the Claims being released pursuant to thisSection 7. In connection with the foregoing waiver and relinquishment, Company, eachSubsidiary Guarantor and each Sponsor Guarantor acknowledge that they are aware that they or theirattorneys or others may hereafter discover claims or facts in addition to or different from thosewhich the parties now know or believe to exist with respect to the subject matter of the Claimsbeing released hereunder, but that it is nevertheless the intention of the Company, each SubsidiaryGuarantor and each Sponsor Guarantor to fully, finally and forever settle, release, waive anddischarge all of the Claims which are being released pursuant to this Section 7. Therelease given herein shall remain in effect as a full and complete general release, notwithstandingthe discovery or existence of any such additional or different claims or facts.**(c) **Each of Company, each Subsidiary Guarantor and each Sponsor Guarantor understands,acknowledges and agrees that the release set forth above may be pleaded as a full and completedefense and may be used as a basis for an injunction against any action, suit or other proceedingwhich may be instituted, prosecuted or attempted in breach of the provisions of such release.**8. ****Governing Law**. This Amendment shall be governed by, and construed in accordancewith, the internal laws of the State of California excluding choice-of-law principles of the law ofsuch State that would require the application of the laws of a jurisdiction other than such State.**9. ****No Novation**. This Amendment is not intended by the parties to be, and shall not beconstrued to be, a novation of the Existing Credit Agreement or an accord and satisfaction inregard thereto.**10. ****Fees and Expenses**. Whether or not this Amendment becomes effective, the Companywill, in accordance with Section 17.10 of the Existing Credit Agreement, promptly (and inany event within 30 days of receiving any statement or invoice therefor) pay all Lender GroupExpenses relating to this Amendment, including, withoutlimitation, the reasonable attorneys fees and expenses of the counsel of the Agent, GoldbergKohn Ltd.
 
-11-

 
**11. ****Counterparts**. This Amendment may be executed by one or more of the parties heretoin any number of separate counterparts, each of which shall be deemed an original and all of which,taken together, shall be deemed to constitute one and the same instrument. Delivery of an executedcounterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall beas effective as delivery of a manually executed counterpart hereof.**12. ****Binding Nature**. This Amendment shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns.**13. ****Entire Understanding**. This Amendment and the other Loan Documents set forth theentire understanding of the parties with respect to the matters set forth herein and therein, andshall supersede any prior negotiations or agreements, whether written or oral, with respectthereto.**14. ****Headings**. The headings of the sections of this Amendment are inserted forconvenience only and shall not be deemed to constitute a part of this Amendment.[*Signature Pages To Follow*]
 
-12-

 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first above written.         **COMPANY**: