0001047469-06-004080 Sample Contracts

CREDIT AGREEMENT dated as of February 10, 2006 by and among DIGITAL GENERATION SYSTEMS, INC., as Borrower, the Lenders referred to herein, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Lender
Credit Agreement • March 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec • Texas

CREDIT AGREEMENT, dated as of February 10, 2006, by and among DIGITAL GENERATION SYSTEMS, INC., a Delaware corporation (the "Borrower"), the lenders who are or may become a party to this Agreement (collectively, the "Lenders") and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

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AMENDMENT NO. 2 TO WARRANT NO. 1
Warrant Agreement • March 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec

This Amendment No. 2 to Warrant No. 1 is made and entered into as of the 30th day of December, 2005, by and among Digital Generation Systems, Inc., a Delaware corporation (the "Corporation"), and Scott K. Ginsburg ("Ginsburg").

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec

This Amendment No. 1 to Common Stock Purchase Warrant is made and entered into as of the 30th day of December, 2005, by and among Digital Generation Systems, Inc., a Delaware corporation (the "Corporation"), and Scott K. Ginsburg ("Ginsburg").

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec

This Amendment No. 1 to Common Stock Purchase Warrant is made and entered into as of the 30th day of December, 2005, by and among Digital Generation Systems, Inc., a Delaware corporation (the "Corporation"), and Omar Choucair ("Choucair").

AMENDMENT NO. 2 TO WARRANT
Warrant • March 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec

This Amendment No. 2 to Warrant is made and entered into as of the 30th day of December, 2005, by and among Digital Generation Systems, Inc., a Delaware corporation (the "Corporation"), and Omar A. Choucair ("Choucair").

FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG DIGITAL GENERATION SYSTEMS, INC., DG ACQUISITION CORP. IV AND FASTCHANNEL NETWORK, INC. DATED AS OF JANUARY 13, 2006
Agreement and Plan of Merger • March 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec • Delaware

This FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2006, by and among Digital Generation Systems, Inc., a Delaware corporation ("Parent"), DG Acquisition Corp. IV, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and FastChannel Network, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used herein have the meanings assigned to them in Section 8.3 or elsewhere in this Agreement as described in Section 8.6.

AMENDMENT NO. 2 TO WARRANT NO. 2
Warrant Agreement • March 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec

This Amendment No. 2 to Warrant No. 2 is made and entered into as of the 30th day of December, 2005, by and among Digital Generation Systems, Inc., a Delaware corporation (the "Corporation"), and Scott K. Ginsburg ("Ginsburg").

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