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.
For the avoidance of doubt, it is understood and agreed that nothing
herein shall be or shall be deemed to be a consent, acceptance or waiver with
respect to the terms contained in the Term Sheet and that the Administrative
Agent and the Lenders reserve all rights and remedies available to them under
the Credit Agreement and the other Loan Documents as a result of or in
connection with the performance of the obligations contemplated by the Term
Sheet and the definitive documentation related thereto.
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, 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
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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]
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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 CEO
[SIGNATURE PAGE TO FIFTH AMENDMENT]
GENERAL ELECTRIC CAPITAL
CORPORATION,
as the Administrative Agent and Lender
By
/s/ Carl A. Felton III
Name
Carl A. Felton III
Title
Duly Authorized
Signatory
[SIGNATURE PAGE TO FIFTH AMENDMENT]
CIT LENDING SERVICES CORPORATION,