constitute an amendment or waiver of any provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any action on the part of the Borrower that would require an
amendment, waiver or consent of the Administrative Agent or the Lenders except
as expressly stated herein. Any reference to the "Credit Agreement" in the Loan
Documents or any related documents shall be deemed to be a reference to the
Credit Agreement as amended by this Amendment. The Amendment constitutes a Loan
Document.
12.
NO ORAL AGREEMENTS. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS
AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR,
7
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
13.
General Waiver and Release. IN ADDITION, TO INDUCE ADMINISTRATIVE
AGENT AND LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE LOAN PARTIES (BY
THEIR EXECUTION BELOW) REPRESENT AND WARRANT THAT AS OF THE DATE OF THEIR
EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES
OR COUNTERCLAIMS TO THEIR RESPECTIVE OBLIGATIONS UNDER THE CREDIT AGREEMENT,
THIS AMENDMENT OR THE OTHER LOAN DOCUMENTS. NOTWITHSTANDING THE FOREGOING, IN
THE EVENT THERE EXIST ANY SUCH CLAIMS OR OFFSETS AGAINST OR DEFENSES OR
COUNTERCLAIMS, THE LOAN PARTIES (BY THEIR EXECUTION BELOW) HEREBY:
(A)
FOREVER GENERALLY WAIVE ANY AND ALL CLAIMS, OFFSETS, DEFENSES AND/OR
COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING ON OR PRIOR TO THE DATE OF
THEIR EXECUTION OF THIS AMENDMENT; AND
(B)
FOREVER RELEASE, ACQUIT AND DISCHARGE THE RELEASED PARTIES FROM ANY AND
ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR
DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW
OR EQUITY, WHICH ANY LOAN PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE
AGAINST ANY RELEASED PARTY ARISING ON OR PRIOR TO THE DATE HEREOF AND FROM OR IN
CONNECTION WITH THE CREDIT AGREEMENT, THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREIN.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
8
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and
delivered by their respective duly authorized officers as of the day and year
first above written.
CHRISTIE/AIX, INC.,
as a Borrower
By:
/s/ A. Dale Mayo
Name:
A. Dale Mayo
Title:
CEO
ACCESS DIGITAL MEDIA, INC.
By:
/s/ A. Dale Mayo
Name:
A. Dale Mayo
Title:
President
[SIGNATURE PAGE TO THIRD AMENDMENT]
GENERAL ELECTRIC CAPITAL CORPORATION,
as the Administrative Agent and Lender
By:
/s/ Steven J. Heise
Name:
Steven J. Heise
Title:
Duly Authorized Signatory
[SIGNATURE PAGE TO THIRD AMENDMENT]
CIT LENDING SERVICES CORPORATION,
as a Lender
By:
/s/ Scott P. Ploshay
Name:
Scott P. Ploshay
Title:
Vice President
[SIGNATURE PAGE TO THIRD AMENDMENT]
COMMERCE BANK, N.A.,
as a Lender
By:
/s/ Peter L.