EXHIBIT 10.1
EXECUTION COPY
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0 dated as of March 26, 2002 (this "AMENDMENT")
among LIBERTY LIVEWIRE CORPORATION, a Delaware corporation (the "BORROWER"), the
several Lenders from time to time parties to the Credit Agreement (as defined
below), BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book Manager, BANK
OF AMERICA, N.A., as Issuer and Swingline Lender, BANK OF AMERICA, N.A., as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), XXXXXXX XXXXX XXXXXX INC., as Syndication Agent, and THE BANK OF NEW
YORK COMPANY, INC., as Documentation Agent.
W I T N E S S E T H
WHEREAS, the Borrower, the Lenders, the Lead Arranger, the
Issuer, the Administrative Agent, the Syndication Agent and the Documentation
Agent are parties to the Credit Agreement, dated as of December 22, 2000 (as
amended by Amendment No. 1, dated as of November 1, 2001, the "CREDIT
AGREEMENT"; terms defined in the Credit Agreement are used herein as defined
therein);
WHEREAS, the parties desire to amend the Credit Agreement to
modify certain provisions thereof;
NOW THEREFORE, in consideration of the premises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO CREDIT AGREEMENT.
(a) AMENDMENT TO SECTION 1.1. Section 1.1 of the Credit Agreement
is hereby amended by:
(i) Deleting clause (a) of the definition of "Applicable
Margin" in its entirety and replacing it with the following:
(a) for each Type of Revolving Loan and Term A
Loan, the rate per annum set forth under the relevant
column heading opposite the applicable Total Leverage
Ratio:
Eurodollar Alternate Base
Total Leverage Ratio Loans Rate Loans
-------------------- ---------- --------------
Greater than or equal to 4.50 to 3.00 2.00
1.00
Less than 4.50 to 1.00 but greater 2.75% 1.75%
than or equal to 4.00 to 1.00
Less than 4.00 to 1.00 but greater 2.50% 1.50%
than or equal to 3.50 to 1.00
Less than 3.50 to 1.00 but greater 2.25% 1.25%
than or equal to 3.00 to 1.00
Less than 3.00 to 1.00 but greater 2.00% 1.00%
than or equal to 2.50 to 1.00
Less than 2.50 to 1.00 1.75% 0.75%
(ii) Deleting clause (b) of the definition of "Applicable
Margin" in its entirety and replacing it with the following:
(b) for each Type of Term B Loan, (i) if the Total
Leverage Ratio is less than 4.50 to 1.00, a rate per annum
equal to (x) in the case of an Alternate Base Rate Loan,
2.50% and (y) in the case of a Eurodollar Loan, 3.50%, and
(ii) if the Total Leverage Ratio equals or exceeds 4.50 to
1.00, a rate per annum equal to (x) in the case of an
Alternate Base Rate Loan, 2.75% and (y) in the case of a
Eurodollar Loan, 3.75%.
(iii) Deleting in its entirety the first full paragraph of
the definition of "EBITDA" and replacing it with the following:
"EBITDA" shall mean, for any period of
determination, an amount (computed without duplication)
equal to (a) Net Income for such period, after exclusion
of (i) all items which should be classified as
extraordinary (all determined in accordance with GAAP) and
(ii) all gains attributable to insurance proceeds (other
than proceeds of business interruption insurance) received
during such period to the extent, if any, such gains are
included in Net Income plus (b) all amounts deducted in
computing Net Income for such period in respect of (i)
Interest Expense (after giving effect to all Hedging
Agreements and payments and receipts thereunder), (ii)
noncash amortization expense (including amortization of
financing costs, noncurrent assets and noncash charges),
(iii) depreciation, (iv) income taxes, (v) all other
non-cash expenses, (vi) any cash payments made to
repurchase vested employee stock options of the Borrower
in an amount not to exceed $10,000,000 in the aggregate
during the term of this Agreement, (vii) if any Permitted
Acquisition occurred during such period, the amount of any
Non-Recurring Expenses attributable to the assets or
Capital Stock so acquired, as set forth in the certificate
delivered pursuant to paragraph (c)(i) of the definition
of "Permitted Acquisition" and (viii) until recognized in
accordance with GAAP for the fiscal year 2000, the items
described in Schedule 1.1(c) in an aggregate amount not to
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exceed $7,523,418, plus (c) Restructuring Charges incurred
in such period (provided, that (i) the amount of such
Charges shall be deducted from Net Income for purposes of
determining EBITDA in such period and each subsequent
period to the extent such Charges are paid in cash in such
period or subsequent period, as applicable, and (ii) in
any fiscal year of the Borrower, the aggregate of all
Restructuring Charges that shall be added back pursuant to
this clause (c) shall not exceed $10,000,000); provided
that the amounts described in clauses (a) and (b) above
shall not include any amounts attributable to (x) ISG or
(y) any Venture Subsidiary that is Minority Owned, except
to the extent of cash dividends actually received by the
Borrower or any Wholly Owned Subsidiary from on-going
operations of such Venture Subsidiary.
(iv) Deleting in its entirety the first paragraph of the
definition of "Permitted Acquisition" and replacing it with the
following:
"Permitted Acquisition" shall mean the VSC
Acquisition and any other acquisition by the Borrower or
any Subsidiary of all or substantially all the assets or
all the Capital Stock of any third-party Post Production
Company; or any division or business unit thereof provided
that with respect to any such acquisition (other than the
VSC Acquisition, which is to be completed on the Closing
Date), the Borrower shall have complied with the following
conditions:
(v) Deleting in its entirety clause (c)(i) of the
definition of "Permitted Acquisition" and replacing it with the
following:
(i) Officer's Certificate. A certificate executed
by a Responsible Officer of the Borrower, (x) setting
forth in reasonable detail the EBITDA and the Total
Leverage Ratio of the Borrower before and after giving
effect to such acquisition and the amount of any
Non-Recurring Expenses relating to the assets or Capital
Stock which are the subject of such acquisition and (y)
stating that on such closing date, both before and after
giving effect to such acquisition and any Loans to be
advanced on such closing date: (A) no Default or Event of
Default has occurred and is continuing; (B) no Material
Adverse Effect has occurred since the date of the then
most recent audited financial statements of the Borrower
delivered to the Administrative Agent pursuant to Section
5.1; (C) the representations and warranties set forth in
Article 3 are true and correct in all material respects on
and as of such date with the same effect as though made on
and as of such date; (D) the Borrower is in compliance
with all the terms and provisions set forth in this
Agreement on its part to be observed and performed; (E)
after giving effect to such acquisition (including any
Loans to be made in connection with the funding thereof),
the sum of the aggregate Available Revolving Credit
Commitments and Unrestricted Cash will be equal to or
greater than $20,000,000; provided that the condition set
forth in this subclause (i)(E) will not be required to
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be satisfied if (x) the consideration to be paid by the
Borrower in respect of such acquisition consists entirely
of Capital Stock of the Borrower (excluding any
Indebtedness to be assumed in connection with such
acquisition) or (y) after giving effect to such
acquisition, the Total Leverage Ratio is less than 3.50 to
1.00 for the prior two consecutive fiscal quarters; and
(F) the financial projections delivered pursuant to clause
(d) below have been prepared based upon reasonable
assumptions and that such Responsible Officer has no
reason to believe that such projections are incorrect or
misleading in any material respect or that such
assumptions are not reasonable. Each of the foregoing
statements shall be true on such closing date before and
after giving effect to such acquisition.
(vi) Adding a new clause (d) to the definition of
"Permitted Acquisition" to read as follows:
(d) Financial Condition. At least 30 days prior to
the closing date for such acquisition, the Borrower shall
have delivered to the Administrative Agent and the Lenders
financial projections based upon assumptions acceptable to
the Administrative Agent demonstrating that immediately
prior to and after giving effect to the consummation of
such acquisition and the incurrence of the Indebtedness
hereunder, the Borrower will be in compliance with all
covenants contained in this Agreement and, assuming the
schedule for the repayment of the Loans and the reduction
of the Revolving Credit Commitment then in effect, until
all the Obligations have been repaid in full.
(vii) Deleting the definition of "Permitted Indebtedness"
in its entirety and replacing it with the following:
"Permitted Indebtedness" shall mean the collective
reference to (a) the Liberty Debt in an aggregate
principal amount (exclusive of capitalized interest) not
to exceed $310,000,000 and (b) other Indebtedness in an
aggregate principal amount at any one time outstanding not
to exceed $100,000,000.
(viii) Deleting the definition of "Purchase Money
Indebtedness" in its entirety and replacing it with the
following:
"Purchase Money Indebtedness" shall mean
Indebtedness of the Borrower or any Subsidiary incurred
solely to finance the acquisition (including by means of a
Financing Lease), construction, installation or
improvement of any real property or personal tangible
property which is useful to the Borrower or any Subsidiary
in its business as a Post Production Company and
businesses substantially complementing or ancillary
thereto which Indebtedness is incurred within 180 days
following such acquisition, construction, installation or
improvement and is secured only by the assets so financed.
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(ix) Adding the following new definitions in the
appropriate alphabetical order to read as follows:
"Restructuring Charges" shall mean cash
restructuring charges incurred with respect to severance
arrangements and discontinuance or sale of specific
operating facilities utilized as an entirety by a specific
business unit.
"Unrestricted Cash" shall mean all cash and cash
equivalents of the Borrower and its Subsidiaries that are
not subject to any Lien (other than the Liens of the Loan
Documents).
(b) AMENDMENT OF SECTION 2.24(a). Section 2.24(a) of the Credit
Agreement is hereby deleted in its entirety and the following inserted
in its place:
(a) At any time prior to September 30, 2002, the Borrower
may, with the consent of the Administrative Agent, add any
financial institution as a Lender hereunder; provided that after
giving effect to such addition (a) no Default shall exist and be
continuing and (b) the aggregate Revolving Credit Commitments
shall not exceed $265,000,000, the aggregate Term A Loan
Commitments shall not exceed $143,000,000 and the aggregate Term
B Loan Commitments shall not exceed $67,000,000 (such financial
institution being a "New Lender") and provided further, that the
fees and other compensation (including any discount) paid to or
received by any New Lender are not greater than the fees and
compensation paid to each Lender in connection with entering into
this Agreement and any amendments prior to September 30, 2002.
Each such addition shall be effected by the delivery to the
Administrative Agent of a New Lender Joinder Agreement executed
by the Borrower, such financial institution and the
Administrative Agent. Upon receipt of a duly executed and
completed New Lender Joinder Agreement, such financial
institution shall become a party hereto as a Lender and the
Administrative Agent shall record in the Register the information
contemplated by Section 9.6(c) with respect to such financial
institution. On the effective date of such New Lender Joinder
Agreement, the New Lender shall (i) make a Term A Loan in the
amount of such New Lender's Term A Loan Commitment, (ii) make a
Term B Loan in the amount of such New Lender's Term B Loan
Commitment and (iii) acquire a part of the Revolving Loans equal
to the product of (A) such New Lender's Revolving Credit
Commitment Percentage (after giving effect to the change in
Revolving Credit Commitment Percentages as a result of all New
Lender Joinder Agreements effective as of such day) multiplied by
(B) the Dollar Equivalent of the outstanding principal amount of
all Revolving Loans. The Administrative Agent shall promptly
notify the Lenders of each New Lender Joinder Agreement received
by it.
(c) AMENDMENT OF SECTION 2.24(b). Section 2.24(b) of the Credit
Agreement is hereby amended by:
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(i) Deleting "June 29, 2001" in the first line thereof and
inserting "September 30, 2002" in its place; and
(ii) Deleting "June 29, 2001" in the eighth line thereof
and inserting "September 30, 2002" in its place.
(d) AMENDMENT OF SECTION 5.2(d). Section 5.2(d) of the Credit
Agreement is hereby deleted in its entirety and the following inserted
in its place:
(d) not later than March 31, 2002 in respect of the fiscal
year of the Borrower ended December 31, 2001 and for each fiscal
year of the Borrower thereafter, not later than 60 days after the
end of such fiscal year, a copy of the projections by the
Borrower of the operating budget and cash flow budget of the
Borrower and its Subsidiaries (including a statement of the
amounts to be invested in ISG and the operating budget and cash
flow budget for ISG) for the succeeding fiscal year set forth on
a quarterly basis and on an annual basis through the later of (i)
the end of the fifth fiscal year thereafter and (ii) December 31,
2007, together with a narrative description setting forth the
assumptions upon which such projections are based, such
projections to be accompanied by a certificate of a Responsible
Officer to the effect that such projections have been prepared on
the basis of sound financial planning practices and that such
Responsible Officer reasonably and in good faith believes that
such projections are correct and are not misleading in any
material respect and that such assumptions are reasonable;
(e) AMENDMENT OF SECTION 5.2. Section 5.2 of the Credit Agreement
is hereby amended by adding a new clause (i) to read as follows:
(i) if the Borrower takes a Restructuring Charge in any
period, concurrently with the delivery of the Compliance
Certificate delivered pursuant to Section 5.2(c) in respect of
such period, any information required to be prepared in
accordance with GAAP setting forth the anticipated utilization of
such Charge, and, from time to time, any modification required by
GAAP with respect to such information.
(f) AMENDMENT OF SECTION 6.1(b). Section 6.1(b) of the Credit
Agreement is hereby deleted in its entirety and the following inserted
in its place:
(b) Fixed Charge Coverage. From and after January 1, 2003,
on any date during any period set forth below, after giving
effect to the making of each Loan to be made on such date, permit
the Fixed Charge Coverage Ratio to be less than the ratio set
forth opposite such period below:
Period Fixed Charge Coverage Ratio
------ ---------------------------
1/01/03 through 12/31/03 1.00 to 1.00
1/01/04 and thereafter 1.10 to 1.00
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(g) AMENDMENT OF SECTION 6.1(c). Section 6.1(c) of the Credit
Agreement is hereby deleted in its entirety and the following inserted
in its place:
(c) Total Leverage Ratio. On any date during any period
set forth below, after giving effect to the making of each Loan
to be made on such date, permit the Total Leverage Ratio to
exceed the ratio set forth opposite such period below:
Period Total Leverage Ratio
------ --------------------
1/1/02 through 3/31/02 4.65 to 1.00
4/1/02 through 6/30/02 4.55 to 1.00
7/1/02 through 9/30/02 4.45 to 1.00
10/1/02 through 12/31/02 4.20 to 1.00
1/1/03 through 6/30/03 4.00 to 1.00
7/1/03 and thereafter 3.50 to 1.00
; provided that if the Borrower declares or pays any dividends,
then at all times thereafter the Borrower will not permit the
Total Leverage Ratio to exceed 3.00 to 1.00.
(h) AMENDMENT OF SECTION 6.1(d). Section 6.1(d) of the Credit
Agreement is hereby deleted in its entirety and the following inserted
in its place:
(d) Capital Expenditures. Make or commit to make (by way
of the acquisition of the securities of a Person or otherwise)
any Capital Expenditures exceeding in the aggregate (i)
$85,000,000 during the period from January 1, 2000 through
December 31, 2000, (ii) $185,000,000 during the period from
January 1, 2000 through December 31, 2001 and (iii) an amount
equal to (a) $60,000,000, plus (b) any Liberty Debt incurred or
equity contributed by Liberty Media during the period from
January 1, 2002 through December 31, 2002.
(i) AMENDMENT OF SECTION 6.3(i). Section 6.3(i) of the Credit
Agreement is hereby deleted in its entirety and the following inserted
in its place:
(i) other Liens securing Purchase Money Indebtedness and
other Indebtedness incurred after the Closing Date, so long as
the aggregate principal amount of such Purchase Money
Indebtedness and other Indebtedness does not exceed $50,000,000;
provided that any Liens securing such Indebtedness shall be
limited to assets (and not any Capital Stock) which are owned by
the Borrower or a Subsidiary but not subject to any preexisting
Lien in favor of the Administrative Agent for the benefit of the
Lenders.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants that, after giving effect to this Amendment,
all the representations and warranties of the Borrower contained in Section 3 of
the Credit Agreement shall be true in all material respects.
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SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
effective upon the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received counterparts
hereof executed by duly authorized officers of the Borrower and by duly
authorized signatories of the Required Lenders;
(b) the Administrative Agent shall have received a certificate of
a Responsible Officer of the Borrower certifying that (i) this Amendment
has been duly authorized, (ii) all representations and warranties are
true as of the effective date hereof, and (iii) prior to and after
giving effect to this Amendment, no Default or Event of Default shall
have occurred which is continuing;
(c) the Administrative Agent shall have received a consent from
each Guarantor not a party hereto in the form attached as EXHIBIT A;
(d) each consenting Lender shall have received a commitment fee
equal to the product of (x) 20 basis points, times (y) the amount of
such Lender's Commitment (after giving effect to this Amendment); and
(e) the Administrative Agent shall have received such other
documents and certificates as the Administrative Agent may request.
SECTION 4. REFERENCE TO AND EFFECT IN THE LOAN DOCUMENTS.
(a) Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents are and shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed.
Without limiting the generality of the foregoing, the Loan Documents and
all the Collateral described therein do and shall continue to secure the
payment of all obligations of the Borrower under the Credit Agreement,
the Notes and the other Loan Documents, in each case as amended hereby.
(c) 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 any Lender or the Administrative Agent
under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
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SECTION 6. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
[NO ADDITIONAL TEXT ON THIS PAGE; SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
BORROWER:
LIBERTY LIVEWIRE CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Principal
THE LENDERS:
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Principal
CITICORP USA, INC.
By: /s/ Xxxxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Managing Director
THE BANK OF NEW YORK COMPANY, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signer
S-1
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Risk Manager
ROYAL BANK OF CANADA
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
ING CAPITAL LLC
formerly ING (U.S.) Capital LLC
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Director
BNP PARIBAS
By: /s/ Xxxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxxx Xxxxxxx
Title: Director
Senior Credit Officer
By: /s/ X. Xxxxxxx
---------------------------------
Name: X. Xxxxxxx
Title: Managing Director
THE FUJI BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President &
Group Head
S-2
THE GOVERNOR AND COMPANY OF THE BANK
OF IRELAND
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: Authorised Signatory
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorised Signatory
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President & Manager
U.S. BANK N.A.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
EAST WEST BANK
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
S-3
EXHIBIT A
REAFFIRMATION AND CONSENT
Dated as of March 26, 2002
Each of the undersigned, a Subsidiary of Liberty Livewire
Corporation that has entered into one or more Loan Documents (as defined in the
Credit Agreement referred to in the foregoing Amendment No. 2), hereby consents
to said Amendment and hereby reaffirms and agrees that (i) such Loan Documents
are, and shall continue to be, in full force and effect and are hereby ratified
and confirmed in all respects except that, upon the effectiveness of, and on and
after the date of, such Amendment No. 2, each reference in such Loan Documents
to the "Credit Agreement", "thereunder", "thereof" or words of like import shall
mean and be a reference to the Credit Agreement as amended by said Amendment,
and (ii) the Loan Documents to which the undersigned is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of
all Obligations.
10 MOONS AT POP, INC.
4MC COMPANY 3, INC.
4MC RADIANT, INC.
4MC-BURBANK, INC.
525 HOLDINGS, INC.
525 STUDIOS, INC.
525 STUDIOS, LLC
A.F. ASSOCIATES, INC.
AFA PRODUCTS GROUP, INC.
AMERICAN SIMULCAST CORP.
XXXXXXXX VIDEO COMPANY
XXXXXXXX, INC.
ANS ACQUISITION SUB, INC.
ATLANTIC SATELLITE COMMUNICATIONS, INC.
AUDIO PLUS VIDEO INTERNATIONAL, INC.
CABANA CORP.
CATALINA TRANSMISSION CORP.
CINRAM-POP DVD CENTER LLC
COMPANY 11 PRODUCTIONS
COMPANY 3 NEW YORK, INC.
DIGITAL DOCTORS LLC
DIGITAL MAGIC COMPANY
DIGITAL SOUND & PICTURE, INC.
FILMCORE EDITORIAL LOS ANGELES LLC
FILMCORE EDITORIAL SAN FRANCISCO LLC
FOUR MEDIA COMPANY
GWNS ACQUISITION SUB, INC.
HOLLYWOOD SUPPLY COMPANY
INTERNATIONAL POST FINANCE LIMITED
INTERNATIONAL POST LEASING LIMITED
IPL 235 CORP.
LIBERTY LIVEWIRE LLC
LIBERTY SEG ACQUISITION SUB, LLC
LIVEWIRE NETWORK SERVICES, LLC
MANHATTAN TRANSFER/EDIT, INC.
MERIDIAN SOUND CORP.
MERIDIAN SOUND, LLC
MODERN MUSIC MAGIC, LLC
MSCL, INC.
POP ANIMATION
SANTA XXXXXX FINANCIAL, INC.
SOUND ONE CORPORATION
SOUNDELUX HOLLYWOOD II, LLC
SOUNDELUX HOLLYWOOD III, LLC
SYMPHONIC VIDEO LLC
THE POST EDGE, INC.
THE TRIUMPH SWITCH COMPANY LLC
XXXX-XX AMUSEMENT PRODUCTION SERVICES,
LLC
XXXX-XX DIGITAL IMAGES
XXXX-XX DVD, INC.
XXXX-XX EUROPE HOLDING COMPANY LIMITED
XXXX-XX HOLLYWOOD DIGITAL
XXXX-XX PRESERVATION SERVICES
XXXX-XX PRODUCTIONS, INC.
XXXX-XX STUDIOS
XXXX-XX STUDIOS EAST, INC.
XXXX-XX STUDIOS XXXX
XXXX-AO VIDEO SERVICES
XXXX-XX, ESPANA
TRIUMPH COMMUNICATIONS & FIBER
SERVICES, LLC
TRIUMPH COMMUNICATIONS & LEASING
SERVICES INC.
TRIUMPH COMMUNICATIONS INC.
VIDEO RENTALS, INC.
VIDEO SERVICES CORPORATION
VINE STREET MAGIC, LLC
VISUALIZE
VSC CORPORATION
VSC EXPRESS COURIER, INC.
VSC EXPRESS COURIER, LLC
VSC LIMA CORP.
VSC MAL CORP.
VSDD ACQUISITION CORP.
WATERFRONT COMMUNICATIONS CORPORATION
Each By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
