DEEMED TO BE AN ORIGINAL,
BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
THIS AMENDMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL THE
ADMINISTRATIVE AGENT, THE REQUISITE LENDERS, THE BORROWER AND THE GUARANTORS
HAVE EACH EXECUTED AND DELIVERED A COUNTERPART HEREOF.
7.8
HEADINGS.
THE HEADINGS, CAPTIONS, AND ARRANGEMENTS USED IN THIS
AMENDMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF
THIS AMENDMENT.
7.9
RELEASE OF CLAIMS.
THE BORROWER AND THE GUARANTORS EACH HEREBY
ACKNOWLEDGE AND AGREE THAT NONE OF THEM HAS ANY AND THERE ARE NO DEFENSES,
COUNTERCLAIMS, OFFSETS, CROSS-COMPLAINTS, CLAIMS OR DEMANDS OF ANY KIND OR
NATURE WHATSOEVER TO OR AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANK, ANY
OF THE LENDERS OR THE TERMS AND PROVISIONS OF OR THE OBLIGATIONS OF THE
BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY CREATED OR EVIDENCED BY THE AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS, AND THAT NEITHER THE BORROWER NOR ANY OF THE
GUARANTORS HAS ANY RIGHT TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR
NATURE FROM THE ADMINISTRATIVE AGENT, THE ISSUING BANK, OR ANY OF THE LENDERS.
TO THE EXTENT ANY SUCH DEFENSES, COUNTERCLAIMS, OFFSETS, CROSS-COMPLAINTS,
CLAIMS, DEMANDS OR RIGHTS EXIST, BORROWER AND THE GUARANTORS EACH HEREBY WAIVES,
AND HEREBY KNOWINGLY AND VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, EACH OF THE LENDERS AND THEIR RESPECTIVE
PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, ATTORNEYS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DEFENSES,
COUNTERCLAIMS, OFFSETS, CROSS-COMPLAINTS, DAMAGES, COSTS, EXPENSES AND
LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUCH WAIVER AND RELEASE BEING
WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH
WAIVER AND RELEASE AND AFTER HAVING CONSULTED LEGAL COUNSEL WITH RESPECT
THERETO.
7.10
ENTIRE AGREEMENT.
THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO REGARDING
THIS AMENDMENT AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS
AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO.
THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
DIGITAL GENERATION SYSTEMS, INC.
By:
/s/ OMAR A. CHOUCAIR
Omar A. Choucair
Chief Financial Officer and Secretary
JPMORGAN CHASE BANK, N.A.
(formerly known as JPMorgan Chase Bank),
as a Lender, as Issuing Bank and as
Administrative Agent
By:
/s/ DAVID E. NOLET
David E. Nolet
Vice President
COMERICA BANK
By:
/s/ DAVID WHITING
David Whiting
Senior Vice President
SIGNATURE PAGE
Each of the undersigned Guarantors hereby (a) consents and agrees to this
Amendment, and (b) agrees that its Guaranty shall continue to be the legal,
valid and binding obligation of such