$35,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 31, 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 WACHOVIA CAPITAL MARKETS, LLC as Sole Lead Arranger andSole Book Manager

SECTION 10.3                 Minimum Net Worth.  Permit Consolidated Net Worth at the end of any fiscal quarter (it being agreed that the first test date under this Section 10.3 shall be September 30, 2006) to be less than the sum of (i) $80,000,000, (ii) an amount equal to 50% of Consolidated Net Income earned in each full fiscal quarter ending after March 31, 2006 (with no deduction for a net loss in any such fiscal quarter) and (iii) an amount equal to 50% of the aggregate increases in shareholders equity of the Borrower and its Subsidiaries after the date hereof by reason of the issuance and sale of Capital Stock of the Borrower or any Subsidiary (other than issuances to the Borrower or a wholly-owned Subsidiary), including upon any conversion of debt securities of the Borrower into such Capital Stock.

ARTICLE XI

NEGATIVE COVENANTS

Until all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.2, the Borrower will not and will not permit any of its Subsidiaries to, directly or indirectly:

SECTION 11.1                 Limitations on Indebtedness.  Create, incur, assume or permit to exist any Indebtedness except:

(a)           the Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b));

(b)           Indebtedness of the Borrower incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent;

(c)           Indebtedness of any Credit Party existing on the Closing Date and not otherwise permitted under this Section and listed on Schedule 7.1(u), and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing;

(d)           Indebtedness of any Credit Party and DG III pursuant to any Loan Document;

(e)           Unsecured Guaranty Obligations with respect to Indebtedness permitted pursuant to subsection (c) of this Section;

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(f)            Unsecured Subordinated Indebtedness owing by any Credit Party to another Credit Party;

(g)           Indebtedness of DG III to MDVX pursuant to the MDVX Loan Agreement and the MDVX Note; and

(h)           Additional Indebtedness of the Borrower and its Subsidiaries (other than DG III) in an aggregate amount outstanding not to exceed $1,500,000 at any time;

provided, that no agreement or instrument with respect to Indebtedness permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

SECTION 11.2                 Limitations on Liens.  Create, incur, assume or permit to exist, any Lien on or with respect to any of its assets or properties (including, without limitation, shares of Capital Stock), real or personal, whether now owned or hereafter acquired, except the following (each, a “Permitted Lien”):

(a)           Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(b)           the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(c)           Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation;

(d)           Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, detract from the value of such property or impair the use thereof in the ordinary conduct of business;

(e)           Liens of the Administrative Agent for the benefit of (i) the Administrative Agent and the Secured Parties under the Loan Documents and in connection with any Banking Services Obligations and (ii) each Hedge Lender under any Hedging Agreement permitted under Section 11.1(b);

(f)            Liens existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged or consolidated with or into a Subsidiary which (i)were not created in

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contemplation of or in connection with such event and (ii) do not extend to or cover any other property or assets of Borrower or any Subsidiary, so long as any Indebtedness related to any such Liens are permitted under Section 11.1;

(g)           Liens not otherwise permitted by this Section and in existence on the Closing Date and described on Schedule 11.2; and

(h)           Liens securing Capital Leases of the Borrower or any other Credit Party, in each case as such Indebtedness is permitted under Section 11.1(h); provided that (i) such Liens shall be created substantially simultaneously with the acquisition or lease of the related asset, as the case may be, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the cost or fair market value, whichever is lower, of such property or lease payment amount of such property at the time it was acquired.

SECTION 11.3                 Limitations on Loans, Advances, Investments and Acquisitions.  Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, any investment in cash or by delivery of property in, or Guaranty Obligation in favor of, any Person (each, an “Investment”) except:

(a)           Investments (i) in any Credit Party, (ii) in Subsidiaries formed after the Closing Date so long as the Borrower complies with the applicable provisions of Section 9.11 and (iii) the Investments described on Schedule 11.3 existing on the Closing Date;

(b)           Investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (ii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or Moody’s Investors Service, Inc., (iii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (iv) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder;

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(c)           Investments by the Borrower or any Credit Party in the form of Permitted Acquisitions;

(d)           Hedging Agreements permitted pursuant to Section 11.1(b);

(e)           purchases of assets in the ordinary course of business;

(f)            Investments in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $200,000;

(g)           intercompany Indebtedness permitted pursuant to Section 11.1(f);

(h)           Guaranty Obligations permitted pursuant to Section 11.1(e);

(i)            Investments in the form of loans and advances by the Borrower to DG III made solely to enable DG III to make regularly scheduled payments of principal and interest on the MDVX Indebtedness provided that such payments do not violate Section 11.14 below and no Default or Event of Default has occurred and is continuing prior to (or would occur after giving effect to) such Investment;

(j)            Permitted Acquisitions;

(k)           the FastChannel Acquisition; and

(l)            other additional Investments by any Credit Party not otherwise permitted pursuant to this Section not exceeding $200,000 in the aggregate in any Fiscal Year.

SECTION 11.4                 Limitations on Mergers and Liquidation.  Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:

(a)           any Wholly-Owned Subsidiary of the Borrower (other than DG III) may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any other Credit Party (other than a Foreign Subsidiary of the Borrower) (provided that such Credit Party shall be the continuing or surviving Person);

(b)           any Wholly-Owned Subsidiary of any Credit Party (other than DG III) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Credit Party (other than a Foreign Subsidiary of the Borrower); (provided that if the transferor in such a transaction is a Credit Party, then the transferee must either be the Borrower or any other Credit Party that is not a Foreign Subsidiary of the Borrower);

(c)           any Wholly-Owned Subsidiary of the Borrower (other than DG III) may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition;

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(d)           any Subsidiary of the Borrower (other than DG III) may wind-up into the Borrower or any other Credit Party; and

(e)           the Merger.

SECTION 11.5                 Limitations on Asset Dispositions.  Make any Asset Disposition (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except:

(a)           the sale of inventory in the ordinary course of business;

(b)           the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries;

(c)           the transfer of assets to the Borrower or any other Credit Party pursuant to Section 11.4(b);

(d)           the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(e)           the disposition of any Hedging Agreement permitted pursuant to Section 11.1(b); and

(f)            additional Asset Dispositions by any Credit Party not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $500,000 in any Fiscal Year.

SECTION 11.6                 Limitations on Dividends and Distributions.  Declare or pay any dividends upon any of its Capital Stock, or purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets on account of shares of its Capital Stock, or make any change in its capital structure; provided that:

(a)           the Borrower or any Subsidiary (other than DG III and any of its Subsidiaries) may pay dividends payable solely in shares of its own Capital Stock;

(b)           any Subsidiary may pay cash dividends to the Borrower or to a Wholly-Owned Subsidiary that is a Credit Party;

(c)           the Borrower may pay cash dividends on its Capital Stock after December 31, 2006, provided that (i) no Default or Event of Default exists at the time of any such dividend or would result therefrom, and (ii) the Consolidated Fixed Charge Coverage Ratio on a pro forma basis, computed as at the last day of the most recently ended fiscal quarter of the Borrower as if such dividend (and all other dividends paid by the Borrower after such date) had occurred on the first day of the relevant period for testing such compliance, is greater than or equal to 1.20 to 1.00; and

(d)           the Borrower may spend up to $1,000,000 during each fiscal year of the Borrower after December 31, 2006, to repurchase common stock of the Borrower, provided that (i) no

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Default or Event of Default exists at the time of any such repurchase or would result therefrom, and (ii) the Consolidated Fixed Charge Coverage Ratio on a pro forma basis, computed as at the last day of the most recently ended fiscal quarter of the Borrower as if such repurchase (and all other repurchases of common stock after such date) had occurred on the first day of the relevant period for testing such compliance, is greater than or equal to 1.20 to 1.00.

SECTION 11.7                 Limitations on Exchange and Issuance of Capital Stock.  Issue, sell or otherwise dispose of any class or series of Capital Stock that, by its terms or by the terms of any security into which it is convertible or exchangeable, is, or upon the happening of an event or passage of time would be, (a) convertible or exchangeable into Indebtedness or (b) required to be redeemed or repurchased, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due.

SECTION 11.8                 Transactions with Affiliates.  Directly or indirectly (a) make any loan or advance to, or purchase or assume any note or other obligation to or from, any of its officers, directors, shareholders or other Affiliates, or to or from any member of the immediate family of any of its officers, directors, shareholders or other Affiliates, or subcontract any operations to any of its Affiliates or (b) enter into, or be a party to, any other transaction not described in clause (a) above with any of its Affiliates other than:

(i)            transactions permitted by Section 11.3, 11.4, 11.6 and 11.7;

(ii)           transactions existing on the Closing Date and described on Schedule 11.8;

(iii)          normal compensation and reimbursement of reasonable expenses of officers and directors; and

(iv)          other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arms-length transaction with an independent, unrelated third party as determined in good faith by the board of directors of the Borrower.

SECTION 11.9                 Certain Accounting Changes; Organizational Documents.  (a) Change its Fiscal Year end, or make any change in its accounting treatment and reporting practices except as required by GAAP or (b) amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner adverse in any respect to the rights or interests of the Lenders.

SECTION 11.10               Amendments; Payments and Prepayments of Subordinated Indebtedness.

(a)           Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any Subordinated Indebtedness in any respect which would materially adversely affect the rights or interests of the Administrative Agent and Lenders hereunder;

(b)           Amend, supplement or otherwise modify (or permit the modification or amendment of) any of the terms or provisions of any MDVX Loan Document in any respect

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which would (i) increase the principal amount of, or the interest rate attributable to, the MDVX Indebtedness, (ii) increase or otherwise modify the collateral securing the MDVX Indebtedness, (iii) shorten the maturity of the MDVX Indebtedness, (iv) increase the interest rate on, or the rate of amortization of, the MDVX Indebtedness or (v) otherwise adversely affect any of the rights or interests of the Administrative Agent and the Lenders as determined in their sole discretion;

(c)           Cancel, forgive, make any payment or prepayment on, or redeem, repurchase or acquire for value (including, without limitation, (i) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (ii) at the maturity thereof) any Subordinated Indebtedness; or

(d)           (i) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the indemnities and licenses furnished to the Borrower or any of its Subsidiaries pursuant to the Acquisition Documents or any other document delivered in connection therewith such that after giving effect thereto such indemnities or licenses shall be materially less favorable to the interests of the Credit Parties or the Lenders with respect thereto or (ii) otherwise amend, supplement or otherwise modify the terms and conditions of any of the Acquisition Documents or any such other documents except for any such amendment, supplement or modification that (A) becomes effective after the Closing Date and (B) could not reasonably be expected to have a Material Adverse Effect.

SECTION 11.11               Restrictive Agreements.

(a)           Enter into any Indebtedness which contains any negative pledge on assets or any covenants more restrictive than the provisions of Articles IX, X and XI hereof, or which restricts, limits or otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness.

(b)           Enter into or permit to exist any agreement which impairs or limits the ability of any Subsidiary of the Borrower to pay dividends to the Borrower.

SECTION 11.12               Nature of Business.  Alter in any material respect the character or conduct of the business conducted by the Borrower and its Subsidiaries as of the Closing Date.

SECTION 11.13               Impairment of Security Interests.  Take or omit to take any action, which might or would have the result of materially impairing the security interests in favor of the Administrative Agent with respect to the Collateral or grant to any Person (other than the Administrative Agent for the benefit of itself and the Secured Parties pursuant to the Security Documents) any interest whatsoever in the Collateral, except for Permitted Liens and asset sales permitted under Section 11.5.

SECTION 11.14               Prepayments of MDVX Indebtedness.  Prepay, repurchase or redeem the MDVX Indebtedness or any part thereof prior to the date it is due without the prior written consent of the Administrative Agent.

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ARTICLE XII

DEFAULT AND REMEDIES

SECTION 12.1                 Events of Default.  Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise:

(a)           Default in Payment of Principal of Loans and Reimbursement Obligations.  The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

(b)           Other Payment Default.  The Borrower or any Subsidiary shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation, and such default shall continue for a period of three (3) Business Days.

(c)           Misrepresentation.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Credit Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any Subsidiary herein, any other Loan Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made.

(d)           Default in Performance of Certain Covenants.  The Borrower or any Subsidiary shall default in the performance or observance of any covenant or agreement contained in  Sections 8.1, 8.2, 8.5(e)(i) , 9.17, or 9.18 or Articles X or XI.

(e)           Default in Performance of Other Covenants and Conditions.  The Borrower or any Subsidiary shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section) or any other Loan Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Administrative Agent.

(f)            Hedging Agreement.  (i) The Borrower shall default in the performance or observance of any terms, covenant, condition or agreement (after giving effect to any applicable grace or cure period) under any Hedging Agreement with a Lender or an Affiliate of a Lender or (ii) the Borrower shall default in the performance or observance of any terms, covenant, condition or agreement (after giving effect to any applicable grace or cure period) under any other Hedging Agreement permitted hereunder and such default causes the termination of such Hedging Agreement and the Termination Value owed by the Borrower as a result thereof exceeds $100,000.

(g)           Indebtedness Cross-Default.  The Borrower or any Subsidiary shall (i) default in the payment of any Indebtedness (including, without limitation, any MDVX Indebtedness but excluding the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Indebtedness is in excess of $500,000 beyond the period of grace if any, provided in the

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instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (including, without limitation, the MDVX Indebtedness but excluding the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Indebtedness is in excess of $500,000 or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired).

(h)           Other Cross-Defaults.  The Borrower or any Subsidiary shall default in the payment when due, or in the performance or observance, of any obligation or condition of any Material Contract unless, but only as long as, the existence of any such default is being contested by the Borrower or any such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Subsidiary to the extent required by GAAP.

(i)            Change in Control.  Any Change in Control shall occur.

(j)            Voluntary Bankruptcy Proceeding.  The Borrower or any Subsidiary thereof shall (i) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate or other organizational action for the purpose of authorizing any of the foregoing.

(k)           Involuntary Bankruptcy Proceeding.  A case or other proceeding shall be commenced against the Borrower or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for the Borrower or such Subsidiary for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

(l)            Failure of Agreements.  Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on the Borrower or any Subsidiary party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien on, or security interest in,

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any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

(m)          Termination Event.  The occurrence of any of the following events:  (i) the Borrower or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Section 412 of the Code, the Borrower or any ERISA Affiliate is required to pay as contributions thereto, (ii) an accumulated funding deficiency in excess of $250,000 occurs or exists, whether or not waived, with respect to any Pension Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $250,000.

(n)           Judgment.  A judgment or order for the payment of money which causes the aggregate amount of all such judgments to exceed $250,000 in any Fiscal Year shall be entered against the Borrower or any Subsidiary by any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) days after the entry thereof.

(o)           Environmental.  Any one or more Environmental Claims shall have been asserted against the Borrower or any Subsidiary; the Borrower or such Subsidiary would be reasonably likely to incur liability as a result thereof; and such liability would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

(p)           Material Adverse Effect.  There shall occur a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole.

SECTION 12.2                 Remedies.  Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower:

(a)           Acceleration; Termination of Credit Facility.  Terminate the Commitments and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest, notice of acceleration, notice of intent to accelerate or any other notice of any kind, all of which are expressly waived by each Credit Party and DG III, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(j) or (k), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest, notice of

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acceleration, notice of intent to accelerate or any other notice of any kind, all of which are expressly waived by each Credit Party and DG III, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

(b)           Letters of Credit.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis.  After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

(c)           Rights of Collection.  Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Borrower’s Obligations.

SECTION 12.3                 Rights and Remedies Cumulative; Non-Waiver; etc.  The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise.  No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default.  No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

SECTION 12.4                 Crediting of Payments and Proceeds.  In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations, all net proceeds from the enforcement of the Obligations and all proceeds of the Collateral shall be applied:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such and the Issuing Lender in its capacity as such (ratably among the Administrative Agent and the Issuing Lender in proportion to the respective amounts described in this clause First payable to them);

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Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them);

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (ratably among the Lenders and, with respect to Hedging Obligations, any Hedge Lender in proportion to the respective amounts described in this clause Third payable to them);

Fourth, ratably, (a) to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations and any Banking Services Obligations and (b) to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any L/C Obligations then outstanding (ratably among the Lenders and, with respect to Banking Services Obligations, any Affiliate of a Lender in proportion to the respective amounts described in this clause Fourth held by them); and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

SECTION 12.5                 Administrative Agent May File Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any Subsidiary, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 3.3, 5.3 and 14.3) allowed in such judicial proceeding; and

(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5.3 and 14.3.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE XIII

THE ADMINISTRATIVE AGENT

SECTION 13.1                 Appointment and Authority.  Each of the Lenders and the Issuing Lender hereby irrevocably appoints Wachovia to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.

SECTION 13.2                 Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 13.3                 Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)           shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)           shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law; and

(c)           shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information

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relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 14.2 and Section 12.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 13.4                 Reliance by the Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 13.5                 Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in

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connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

SECTION 13.6                 Resignation of Administrative Agent.

(a)           The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 14.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(b)           Any resignation by Wachovia as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, (b) the retiring Issuing Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

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SECTION 13.7                 Non-Reliance on Administrative Agent and Other Lenders.  Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 13.8                 No Other Duties, etc.  Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, book manager, lead manager, arranger, lead arranger or co-arranger listed on the cover page or signature pages hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder.

SECTION 13.9                 Collateral and Guarantee Matters.  The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:

(a)           to release any Lien on any Collateral granted to or held by the Administrative Agent, for the benefit of itself and the other Secured Parties, under any Loan Document (i) upon payment in full of the Obligations, (ii) that is sold or to be sold as part of or in connection with any Asset Disposition expressly permitted hereunder, or (iii) subject to Section 14.2, if approved, authorized or ratified in writing by the Required Lenders and each Hedge Lender;

(b)           to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien, if approved, authorized or ratified in writing by each Hedge Lender; and

(c)           to release any Credit Party from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted hereunder and if no Default or an Event of Default shall have occurred and be continuing.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Credit Party from its obligations under the Guarantee and Collateral Agreement pursuant to this Section.

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ARTICLE XIV

MISCELLANEOUS

SECTION 14.1                 Notices.

(a)           Method of Communication.  Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing (for purposes hereof, the term “writing” shall include information in electronic format such as electronic mail and internet web pages), or by telephone subsequently confirmed in writing.  Any notice shall be effective if delivered by hand delivery or sent via electronic mail, posting on an internet web page, telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by electronic mail, posting on an internet web page, telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third Business Day following the date sent by certified mail, return receipt requested.  A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice.

(b)           Addresses for Notices.  Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing.

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(c)           Administrative Agent’s Office.  The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed and Letters of Credit requested.

SECTION 14.2                 Amendments, Waivers and Consents.  Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:

(a)           waive any condition set forth in Section 6.2 without the written consent of each Lender;

(b)           extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;

(c)           postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d)           reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iii) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder, in each case, without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default;

(e)           change (i) Section 5.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) Section 12.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender and, with respect to Hedging Obligations, each Hedge Lender;

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(f)            change Section 4.4(b)(vii) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender;

(g)           change any provision of this Section or the definition of “Required Lenders” or “Required Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(h)           amend or otherwise modify the definition of “Obligations” or “Hedging Obligations”, without the written consent of each Lender and Hedge Lender;

(i)            amend or otherwise modify the definition of “Secured Parties” in this Agreement or in the Guarantee and Collateral Agreement, without the written consent of each Lender and Hedge Lender;

(j)            release all of the Credit Parties or release Credit Parties comprising substantially all of the credit support for the Obligations, in either case, from the Guarantee and Collateral Agreement (other than as authorized in Section 13.8), without the written consent of each Lender;

(k)           release all or a material part of the Collateral or release any Security Document (other than as authorized in Section 13.8 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;

(l)            amend, modify or waive any condition precedent to any Extension of Credit under the Revolving Credit Facility as set forth in Section 6.3 (including in connection with any waiver of an existing Default or Event of Default) without the written consent of Required Facility Lenders with respect to the Revolving Credit Facility; or

(m)          impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations thereunder with the written consent of the Required Facility Lenders under such Facility;

provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

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SECTION 14.3                 Expenses; Indemnity.

(a)           Costs and Expenses.  The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)           Indemnification by the Borrower.  THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER AND THE ISSUING LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS OR CIVIL PENALTIES OR FINES ASSESSED BY OFAC), DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY THE BORROWER OR ANY SUBSIDIARY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING LENDER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO THE BORROWER OR ANY SUBSIDIARY, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY THE BORROWER

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OR ANY SUBSIDIARY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS OR CIVIL PENALTIES OR FINES ASSESSED BY THE U.S. DEPARTMENT OF THE TREASURY’S OFFICE OF FOREIGN ASSETS CONTROL), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT OR ANY LENDER IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANS, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS AND CONSULTANT’S FEES, INCLUDING ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES, OR RELATED EXPENSES CAUSED BY ANY INDEMNITEE’S OWN NEGLIGENCE, PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES (X) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (Y) RESULT FROM A CLAIM BROUGHT BY THE BORROWER OR ANY SUBSIDIARY AGAINST AN INDEMNITEE FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE’S OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, IF THE BORROWER OR SUCH SUBSIDIARY HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION.

(c)           Reimbursement by Lenders.  TO THE EXTENT THAT THE BORROWER FOR ANY REASON FAILS TO INDEFEASIBLY PAY ANY AMOUNT REQUIRED UNDER CLAUSE (A) OR (B) OF THIS SECTION TO BE PAID BY IT TO THE ADMINISTRATIVE AGENT (OR ANY SUB-AGENT THEREOF), THE ISSUING LENDER OR ANY RELATED PARTY OF ANY OF THE FOREGOING, EACH LENDER SEVERALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT), THE ISSUING LENDER OR SUCH RELATED PARTY, AS THE CASE MAY BE, SUCH LENDER’S AGGREGATE EXPOSURE PERCENTAGE (DETERMINED AS OF THE TIME THAT THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH UNPAID AMOUNT, PROVIDED THAT THE UNREIMBURSED EXPENSE OR INDEMNIFIED LOSS, CLAIM, DAMAGE, LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT) OR THE ISSUING LENDER IN ITS CAPACITY AS SUCH, OR AGAINST ANY RELATED PARTY OF ANY OF THE FOREGOING ACTING FOR THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT) OR ISSUING LENDER IN CONNECTION WITH SUCH CAPACITY.  THE OBLIGATIONS OF THE LENDERS UNDER THIS CLAUSE (C) ARE SUBJECT TO THE PROVISIONS OF SECTION 5.7.

(d)           Waiver of Consequential Damages, Etc.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF

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LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF.  NO INDEMNITEE REFERRED TO IN CLAUSE (B) ABOVE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(e)           Payments.  All amounts due under this Section shall be payable promptly after demand therefor.

SECTION 14.4                 Right of Set-off.  If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of the Borrower or any Subsidiary against any and all of the obligations of the Borrower or such Subsidiary now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Lender, irrespective of whether or not such Lender or the Issuing Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Subsidiary may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender or the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Issuing Lender or their respective Affiliates may have.  Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 14.5                 Governing Law.

(a)           Governing Law.  This Agreement and the other Loan Documents, unless expressly set forth therein, shall be governed by, and construed in accordance with, the law of the State of Texas, without reference to the conflicts or choice of law principles thereof.

(b)           Submission to Jurisdiction.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF TEXAS AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO

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THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY SUBSIDIARY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           Waiver of Venue.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)           Service of Process.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.1.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 14.6                 Waiver of Jury Trial.

(a)           EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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(a)           Preservation of Certain Remedies.  The parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute.  Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable:  (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. 

SECTION 14.7                 Reversal of Payments.  To the extent the Borrower makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 14.8                 Injunctive Relief; Punitive Damages.

(a)           The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders.  Therefore, the Borrower agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

(b)           THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY AGREE THAT NO SUCH PERSON SHALL HAVE A REMEDY OF PUNITIVE OR EXEMPLARY DAMAGES AGAINST ANY OTHER PARTY TO A LOAN DOCUMENT AND EACH SUCH PERSON HEREBY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THAT THEY MAY NOW HAVE OR MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY DISPUTE.

SECTION 14.9                 Accounting Matters.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and

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other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

SECTION 14.10               Successors and Assigns; Participations.

(a)           Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)           Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:

(i)            except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $2,500,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day;

(ii)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned;

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(iii)          any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

(iv)          the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.8, 5.9, 5.10, 5.11 and 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c)           Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)           Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 14.2 that directly affects such Participant.  Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.8, 5.9, 5.10 and 5.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 14.4 as though it were a Lender, provided such Participant agrees to be subject to Section 5.6 as though it were a Lender.

(e)           Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Sections 5.10 and 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.11 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.11(e) as though it were a Lender.

(f)            Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 14.11               Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by, or required to be disclosed to, any rating agency, or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement or under any other Loan Document (or any Hedging Agreement with a Hedge Lender) or any action or proceeding relating to this Agreement or any other Loan Document (or any Hedging Agreement with a Hedge Lender) or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any purchasing Lender, proposed purchasing Lender, Participant or proposed Participant, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer,

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backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) with the consent of the Borrower, (h) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower or (j) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates.  For purposes of this Section, “Information” means all information received from any Credit Party and DG III relating to any Credit Party, DG III or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party or DG III; provided that, in the case of information received from a Credit Party or DG III after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 14.12               Performance of Duties.

(a)           The obligations of the Borrower and any Subsidiary under this Agreement and each of the other Loan Documents shall be performed by such Person at the sole cost and expense of the Borrower.

(b)           The Administrative Agent shall be entitled, after consultation with the Borrower, to change the pricing, terms or structure of the Credit Facility, either before or after the Closing Date, if the Administrative Agent determines in its sole discretion that such changes are advisable in order to ensure a successful syndication or an optimal capital structure; provided that the aggregate amount of the Credit Facility shall remain unchanged.

SECTION 14.13               All Powers Coupled with Interest.  All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.

SECTION 14.14               Survival of Indemnities.  Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIV and any other provision of this Agreement and the other

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Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 14.15               Titles and Captions.  Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

SECTION 14.16               Severability of Provisions.  Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 14.17               Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement.

SECTION 14.18               Integration.  This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.  In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 14.19               Term of Agreement.  This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full and all Commitments have been terminated.  No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

SECTION 14.20               Advice of Counsel, No Strict Construction.  Each of the parties represents to each other party hereto that it has discussed this Agreement with its counsel.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

SECTION 14.21               USA Patriot Act.  The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and each Subsidiary, which information includes

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the name and address of the Borrower and such Subsidiary and other information that will allow such Lender to identify such Person in accordance with the Act.

SECTION 14.22               Inconsistencies With Other Documents; Independent Effect of Covenants.

(a)           In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

(b)           The Borrower expressly acknowledges and agrees that each covenant contained in Articles IX, X, or XI hereof shall be given independent effect.  Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles IX, X, or XI if, before or after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Articles IX, X, or XI.

SECTION 14.23               Interest Rate Limitation.

(a)           It is the intent of the Administrative Agent, the Lenders and the Borrower to conform to and contract in strict compliance with all applicable usury laws from time to time in effect.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the Highest Lawful Rate.  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Highest Lawful Rate, the excess interest shall be applied to the principal of the Loans and the Reimbursement Obligations or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by any Agent or any Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by Applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.  The right to accelerate maturity of the Loans and the other Obligations does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and the Agents and the Lenders do not intend to charge or receive any unearned interest in the event of acceleration.

(b)           If at any time the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds or would exceed the Highest Lawful Rate, the rate at which interest shall accrue thereunder shall automatically be limited to the Highest Lawful Rate, and shall remain at the Highest Lawful Rate until the total amount of interest accrued equals the total amount of interest which would have accrued but for the operation of this sentence.  Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate would again exceed the Highest Lawful Rate, in which case the immediately preceding sentence shall apply.

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SECTION 14.24               Amendment and Restatement; No Novation.  This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, as amended, effective from and after the Closing Date.  The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement.  On the Closing Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement, as amended, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the Commitments of the Lenders hereunder.

SECTION 14.25               Time of the Essence.  Time is the essence of this Agreement and the other Loan Documents.

SECTION 14.26               Entire Agreement.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES 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.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

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SCHEDULE 1.1

LENDERS AND COMMITMENTS

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SCHEDULE 7.1(a)

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION

* Indicates jurisdiction of organization.

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SCHEDULE 7.1(b)

SUBSIDIARIES AND CAPITALIZATION

SUBSIDIARIES OF DG SYSTEMS:

Digital Generation Systems of New York, Inc., a New York corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           200 shares of common stock, no par value

Outstanding:         180 shares of common stock, no par value

StarCom Mediatech, Inc., a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           5,000 shares of common stock, no par value

Outstanding:         1,810 shares of common stock, no par value

StarGuide Digital Networks, Inc., a Nevada corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           60,000,000 Class A common stock, $0.001 par value

60,000,000 Class B common stock, $0.001 par value

Outstanding:                          1,000 shares of Class A common stock, $0.001 par value

DG Systems Acquisition Corporation, a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           1,000 shares of common stock, $0.001 par value

Outstanding:                          1,000 shares of common stock, $0.001 par value

DG Systems Acquisition II Corporation, a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           1,000 shares of common stock, $0.001 par value

Outstanding:                          1,000 shares of common stock, $0.001 par value

DG Systems Acquisition III Corporation, a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           1,000 shares of common stock, $0.001 par value

Outstanding:                          1,000 shares of common stock, $0.001 par value

DG Acquisition Corp. IV, a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           1,000 shares of common stock, $0.001 par value

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Outstanding:                          1,000 shares of common stock, $0.001 par value

FastChannel Network, Inc., a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           1,000 shares of common stock, $.001 par value

Outstanding:                          1,000 shares of common stock, $.001 par value

SUBSIDIARIES OF STARGUIDE DIGITAL NETWORKS, INC.:

Corporate Computer Systems, Inc., a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           2,000 shares of common stock, $0.10 par value

Outstanding:         105 shares of common stock, $0.10 par value

Musicam Express, L.L.C., a Delaware limited liability company.

Ownership Interests: (as of May 31, 2006)

100% owned by StarGuide Digital Networks, Inc.

SUBSIDIARIES OF CORPORATE COMPUTER SYSTEMS, INC.:

Corporate Computer Systems Consultants, Inc., a Delaware corporation.

Authorized and Outstanding Shares: (as of May 31, 2006)

Authorized:           2,000 shares of common stock, $0.10 par value

Outstanding:         100 shares of common stock, $0.10 par value

SUBSIDIARIES OF FASTCHANNEL NETWORK, INC.:

eCreativeSearch, Inc., a Delaware corporation.   Inactive

Authorized and Outstanding Shares:  (as of May 31, 2006)

Authorized:           100 shares of common stock, $.01 par value

Outstanding:         100 shares of common stock, $.01 par value

Swan Systems, Inc., a Delaware corporation.  Inactive

Authorized and Outstanding Shares:  (as of May 31, 2006)

Authorized:           100 shares of common stock, $.01 par value

Outstanding:         100 shares of common stock, $.01 par value

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SCHEDULE 7.1(i)

ERISA PLANS

DG Systems:

·                  Borrower’s 1996 Employee Stock Purchase Plan

·                  Borrower’s 1992 Stock Option Plan

·                  StarGuide 1996 Stock Option Plan

·                  StarGuide 1999 Equity Incentive Plan

·                  Borrower’s 1995 Director Option Plan

·                  Aetna HMO and PPO Medical Plans

·                  Aetna PPO Dental Plan

·                  VSP Eyecare Benefit Plan

·                  Employee Assistance Program administered by MHN

·                  Flexible Benefit Plan

·                  Long Term Disability Coverage

·                  Temporary Disability Income Coverage

·                  Term Life and Accidental Death and Personal Loss Coverage

·                  401(k) Plan

FastChannel:

·                  Blue Cross Blue Shield Health and Dental Insurance Plans

·                  Reliance Long Term Disability, Short Term Disability and Life Insurance Plans

·                  FastChannel Network, Inc. 401 (k) Plan

·                  FastChannel 2005 Incentive Compensation Plan

·                  FastChannel 2000 Stock Option and Incentive Plan

·                  The adDIRECT 1995 Plan

·                  The adDIRECT 2000 Plan

·                  The 1999 Stock Option Plan of CMI

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SCHEDULE 7.1(l)

MATERIAL CONTRACTS

DG Systems:

Vendor Agreements:

·                  Satellite Service Agreement dated July 13, 2005 between Clear Channel Satellite Services, Inc. and Digital Generation Systems, Inc.

·                  Westar Uplink agreement dated June 15, 2005 between Westar Satellite Services LP and Digital Generation Systems, Inc.

·                  Custom Service Agreement dated September 2, 2002 between Digital Generation Systems, Inc and Sprint Communications Company L.P. (as amended to date)

·                  United Parcel Service Carrier Agreement effective December 3, 2001 (as amended to date).

·                  Preferred Media Price Agreement effective July 1, 2005 between Preferred Media, Inc. and DG Systems.

·                  Technology License and Services Agreement effective September 30, 2004 and First Amendment to Technology and License Agreement effective April 15, 2005 between Pathfire, Inc. and Media DVX, Inc.

·                  Confirmedia Data Agreement dated March 16, 2005 between Verance Corporation and Digital Generation Systems, Inc.

·                  License Agreement for Confirmedia Spot Distribution dated March 16, 2005 between Verance Corporation and Digital Generation Systems, Inc.

·                  Borrower and Verance Services Agreement dated March 16, 2005 between Verance Corporation and Digital Generation Systems, Inc.

·                  Verance Joint Marketing and Sales Agreement dated March 16, 2005 between Verance Corporation and Digital Generation Systems, Inc.

·                  Addendum and Amendment Agreement dated July 22, 2005 between Verance Corporation and Digital Generation Systems Inc.

Customer Agreement

·                  Development, Sales and Service Agreement dated May 26, 1999 among StarGuide Digital Networks, Inc., NSN Network Services, Ltd., Jacor Communications Co., Clear Channel Broadcasting, Inc. and Musicam Express, L.L.C.

FastChannel:

Software License and Hosting Arrangements:

·                  Software Licensing Agreement dated September 8, 2004 between FastChannel Network, Inc. and Idioma Ltd.

·                  Software Licensing Agreement dated October 25, 2004 between FastChannel Network, Inc. and Ische Ltd.

·                  Vericenter – Provider of hosting services. Contract ends on May 8, 2007.

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Customer Agreements:

·                  Services Agreement dated as of May 19, 2005 by and between FastChannel Network, Inc. and BBDO Detroit, a corporation.

·                  Services Agreement dated as of June 10, 2005 by and between FastChannel Network, Inc. and BBDO North America.

·                  Services Agreement dated as of June 10, 2005 by and between FastChannel Network, Inc. and BBDO New York for Mitsubishi.

·                  Advertiser Agreement dated as of January 2, 2001 by and between FastChannel Network, Inc. and Zimmerman & Partners, Inc., a corporation with offices at 2200 W. Commercial Blvd., Fort Lauderdale, FL  33309.

·                  Newspaper Agreement dated as of March 15, 2002 by and between FastChannel Network, Inc. and The Boston Globe, a corporation with offices at 135 Morrissey Blvd., Boston, MA  02107.  This agreement has expired, however, The Boston Globe is still a customer on the same terms and conditions.

Miscellaneous:

·                  On July 29, 2005 the Company purchased the assets of Rewired Production Management, LLC. The agreement provides for earn out consideration to be paid based on achieving certain revenue. If the product is not launched by July 1, 2006 and net revenue earned from the product is les than $1 million 30 months following the launch, then a $450,000 royalty payment will be due and earned.

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SCHEDULE 7.1(m)

LABOR AND COLLECTIVE BARGAINING AGREEMENTS

DG Systems:  None

FastChannel:  None

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SCHEDULE 7.1(r)

REAL PROPERTY

DG Systems:

·                  Lease dated June 15, 1999 between Miller Valentine Partners and Applied Graphics Technologies, Inc. for space located at 1175-1191 Airport Road, Wilmington, OH (as amended by Revised Amendment No. 1 to Lease dated July 21, 2004) **

·                  Lease dated February 12, 1996, as amended, between 600 Third Avenue Associates and Digital Generation Systems, Inc. (successor in interest to Winkler Video Associates, Inc.) for space located at 600 Third Avenue, New York, NY

·                  Lease dated January 31, 2005, as amended, between 600 Third Avenue Owner, LLC, and DG Systems Acquisition Corporation for space located at 600 Third Avenue, New York, NY

·                  Sublease dated October 1, 2005 between ABX Air, Inc. and DG Systems Acquisition Corporation for space located at 1175-1191 Airport Road, Wilmington, OH

**    ·                    Lease dated October 14, 1998 between Southfield TechneCenter Properties, Inc. and Applied Graphics Technologies, Inc. for space located at 21725 Melrose Avenue, Southfield, MI **

*       ·                    Sublease dated September     , 2005, between Big Brother and the Holding Company, Inc. and DG Systems, Inc. for space located at 1105 Battery Street, San Francisco, CA *

·                  Lease dated July 1, 2005 between BRCP 3330 Cahuenga, LLC and DG Systems, Inc. for space located at 3330 Cahuenga Blvd., Los Angeles, CA

·                  Lease dated February 1, 2004 between AOP Partnership, LLP and Digital Generation Systems, Inc. for space located at 200 High Rise Drive, Louisville, KY as amended by Amendment to Lease

·                  Lease dated January 1, 1994 between South Palm Beach Financial Corporation and The Source Maythenyi, Inc. for space located at 1499 W. Palmetto Park Rd., Ste. 120, Boca Raton, FL

·                  Lease dated January 13, 2005 between Debwal Investments, LLC and Corporate Computer Systems, Inc. for space located at 15 Creative Circle, Rt. 520, Holmdel, NJ

·                  Lease dated April 6, 2001 between Sterling Commerce (America), Inc. and DG Systems, Inc. for space located at 750 W. John Carpenter Freeway, Ste. 700, Irving, TX

·                  Lease dated January 7, 1997 between Tecumseh Properties and PDR Productions for the space (second floor) located at 219 East 44th Street, New York, New York.

·                  Commercial Lease dated September 23, 2003 between 110 Development Company and Digital Generation Systems, Inc. for space located at 110 W. Hubbard St., Chicago, IL

FastChannel:

·                  Lease dated December 31, 2004 between JP Morgan Chase Attn: JBC Funds and FastChannel Network, Inc. for the premises located at 200 W. Munroe, Suite 2000, Chicago, IL

·                  Lease dated July 16, 2002 between First Needham L.P. and FastChannel Network, Inc. for the premises located at 250 First Avenue, Suite 201, Needham, MA.  (as amended by Second Amendment of lease dated May 23, 2005 and as amended by a First Amendment of lease dated September 26, 2003.)

·                  Sublease dated March 23, 2004 between Albert Sweet Development and FastChannel Network, Inc. for the premises located at 931 North Cole Ave., 1st and 2nd Floor, Los Angeles, CA

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·                  Lease dated October 18, 2004 between Memphis Investment Co. C/O Sigma Property Management and FastChannel Network, Inc. for the premises located at Corporate Park, Service Center A, 3599 Knight Road, Memphis, TN

·                  Lease dated March 9, 2005 between Guinness Mahon Trust Corporation Limited and Russell M Abrahams and FastChannel Network, Inc. for the premises located at 30 St. John’s Lane, 1st Floor, London, UK

·                  Month-to-Month Lease between Moving Pictures Editorial, Inc. and FastChannel Network, Inc. for the premises located at 3131 McKinney Ave., Suite 825, Dallas, TX

·                  Lease dated August 11, 2004 between Tower Plaza Associates, L.P. C/O Lawrence Ruben Co., Inc. and FastChannel Network, Inc. for the premises located at 1 Dag Hammarskjold Plaza, New York, NY

*   Document not dated.

** Digital Generation Systems, Inc. is successor in interest to Applied Graphics Technologies, Inc.

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SCHEDULE 7.1(u)

INDEBTEDNESS AND GUARANTY OBLIGATIONS

DG Systems Personal Property (Capital) Leases:

·                  Promissory Note, dated July 7, 2004, between Digital Generation Systems, Inc. and DeLage Landen Financial Services, Inc. (sponsored by Microsoft Capital Corporation) for $246,191.86 payable in twenty-four monthly payments. 

·                  Promissory Note, dated October 25, 2004, between Digital Generation Systems, Inc. and DeLage Landen Financial Services, Inc. (sponsored by Microsoft Capital Corporation) for $488,517 payable in twenty-four monthly payments. 

·                  Promissory Note, dated March 1, 2005, between Digital Generation Systems, Inc. and DeLage Landen Financial Services, Inc. (sponsored by Microsoft Capital Corporation) for $544,063 payable in twenty-four monthly payments. 

·                  Promissory Note, dated May 25, 2005, between Digital Generations Systems, Inc. and DeLage Landen Financial Services, Inc. (sponsored by Microsoft Capital Corporation) for $420,641.43 payable in twenty-four monthly payments.

DG Systems Financial Agreements:

·                  Credit Agreement dated February 10, 2006 between Digital Generation Systems, Inc. and Wachovia Bank, National Association. 

·                  Loan Agreement, dated as of April 15, 2005, by and between Media DVX, Inc., and DG Systems Acquisition III Corporation.

FastChannel Financial Agreements:

·                  *Massachusetts Capital Resource Company – On August 28, 2003, FastChannel Network, Inc. entered into a Subordinated Note and Warrant Purchase Agreement with MCRC for an aggregate amount of $3,500,000.  In addition, 970,000 warrants to purchase common stock were issued to MCRC in connection with the transaction.   

·                  *Comerica Bank – On March 9, 2005, FastChannel Network, Inc. obtained a revolving line from which the Company can borrow up to $4 million. 

·                  *Comerica Bank – In March 2005 FastChannel Network, Inc. obtained an equipment line of credit in the amount of $2 million.  The Company borrowed $2 million and is currently making monthly principal payments in the amount of $66,667 for 30 months. 

·                  *Ackerley Partners, LLC – In March 2005 FastChannel Network, Inc. issued a $1,000,000 Senior Subordinated Promissory Note to Ackerley Partners, LLC.  The note bears interest at a rate of 8% per annum and was due on December 31, 2005. 

·                  Comerica Bank – On July 7, 2005, Comerica Bank issued a letter of credit with a face amount of $272,916 for the benefit of Tower Plaza Associates, L.P.  This letter of credit is cash-collateralized.

·                  Comerica Bank – On September 30, 2005, Comerica Bank issued a letter of credit with a face amount of $98,039 for the benefit of Needham Development Corporation as Trustee of 250 First Realty Trust.  This letter of credit is cash-collateralized.

·                  Silicon Valley Bank – On January 7, 2005, Silicon Valley Bank issued a letter of credit with a face amount of $350,000 for the benefit of JBS Funds 200 West Monroe, LLC.  This letter of credit is cash-collateralized.

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·                  Silicon Valley Bank – On February 3, 2005, Silicon Valley Bank issued a letter of credit with a face amount of $155,000 for the benefit of Albert Sweet Development.  This letter of credit is cash-collateralized.

·                  Silicon Valley Bank – On December 13, 2004, Silicon Valley Bank issued a letter of credit with a face amount of $75,000 for the benefit of Memphis Investments A Wisconsin LLC.  This letter of credit is cash-collateralized.

·                  Capital Lease dated August 15, 2005 between FastChannel Network, Inc. and Leasing Technologies International, Inc.

*              Indebtedness to be paid in full on the Closing Date.

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SCHEDULE 7.1(v)

DG SYSTEMS LITIGATION

·                  Borrower has a contractual arrangement with Verance Corporation. The agreements between the companies provide for exclusivity in the automated verification segment of the advertising delivery industry, as well as joint promotional and marketing efforts.  In addition, Borrower is to provide certain back office support services (e.g., help desk, order processing) to Verance.  Borrower has also made a $5 million investment in Verance and holds a minority equity position in that company. Verance and Borrower have several disagreements regarding the scope of this arrangement, and the status of and each party’s responsibility for delays in the technological development and integration of the Verance technology into Borrower’s delivery system. Verance has threatened to terminate the relationship between Verance and Borrower and to initiate litigation against Borrower for various alleged breaches and failures. The parties are actively discussing their various concerns and disagreements and hope to reach an amicable resolution of their differences, but no assurance can be given that there will be no litigation between them.

·                  Hank Donaldson, former CEO of Borrower in 2000, brought legal action against Borrower for Borrower’s refusal to allow Donaldson to exercise certain stock options in 2001 and 2002.  A Dallas trial judge found in favor of Borrower in October 2003.  Dallas Court of Appeals affirmed the Dallas trial verdict in favor of Borrower in July 2005.  Donaldson has appealed to the Texas Supreme Court, and the Texas Appeals Court advised the parties it will not consider Donaldson’s appeal.  The case is closed

·                  Gary Worth, is a former CEO of Starcom Television Services, a company merged into Mediatech.  Mediatech was purchased by Borrower in July 1997.  Worth has claimed Mediatech was obligated under an indemnification provision which Mediatech supposedly assumed.  Worth is claiming up to $50,000 of IRS penalties resulting from non-payment of his personal income taxes.  Mediatech engaged California counsel settled the suit for an $11,000 payment.

·                  In connection with the acquisition of the assets Media DVX, Inc. (“MDVX”), DG Acq. III assumed the obligations pursuant to the Pathfire Technology and License Agreement effective September 30, 2004 and First Amendment to Technology and License Agreement effective April 30, 2005 (“Agreement”).  Pathfire provided access to their network resulting in additional server locations which MDVX did not have.  MDVX was obligated to make minimum royalty payments to Pathfire and Pathfire among other obligations, was bound to a non-compete provision for distributing advertising content through July 2007.  DG Acq. III received a termination notice from Pathfire on January 20, 2006 citing several alleged violations of certain provisions in the Agreement.  DG Acq. III’s counsel responded with a letter dated January 24, 2006 noting that Pathfire did not have a basis to terminate.  On January 27, 2006, Point 360 and CBS Television/Pathfire announced they had entered into an agreement to enable Point 360 to deliver advertising content through the CBS Television Digital Store and Forward Platform, enabled by Pathfire’s Digital Media Gateway.  On February 1, 2006, counsel for DG Acq. III submitted a letter to Pathfire and filed a statement of claim with the American Arbitration Association claiming Pathfire violated the non-compete provisions of the Agreement by providing CBS Television access to its proprietary Digital Media Gateway network.  DG Acq. III only used the Pathfire network for a small number of deliveries and the suspension of service has little impact on the day to day business of DG Acq. III. DG Acq. III will deliver any content to these few locations via overnight courier service.  DG’s counsel is preparing for arbitration hearings.   

·                   Borrower received a demand for arbitration on January 24, 2006 from Rothenberg Sawasy Architectus, Inc. (“RSA”).  RSA is an architectural services firm in Los Angeles, which Borrower engaged to assist in the move into 3330 Cahuenga in Los Angeles.  Borrower entered into a services agreement for approximately $45,000 and RSA eventually billed Borrower over $93,000 for its services.  Borrower had tenant improvement funds available to pay RSA, however RSA refused to discuss a credit for approximately $10,000 and accordingly filed an arbitration notice for the entire

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amount plus penalties.  Borrower has engaged California counsel and believes the suit to be without merit and intends to vigorously defend this action.

FASTCHANNEL LITIGATION

·                  Curtis Duplication has filed a lawsuit against FastChannel Network, Inc. in connection with the Services Agreement between Curtis, Inc. and FastChannel Network, Inc., dated September 3, 2003.  A bench trial has been scheduled for May 10, 2006. 

·                  In early 2005 FastChannel Network, Inc. received email and telephone correspondence from Digimarc Corporation (“Digimarc”) alleging infringement of its patent rights, based on FastChannel Network, Inc.’s use of audio watermark software licensed to FastChannel Network, Inc. by Ische Ltd. (“Ische”) and suggesting that a license fee was due to them from either FastChannel Network, Inc. or Ische.  Ische has warranted that its software does not allege Digimar’s, or any other, patents and has provided a limited contractual indemnity to FastChannel Network, Inc. in the License Agreement set forth in Section 3.11.  In late May 2005 FastChannel Network, Inc. informed Digimarc of Ische’s position and requested further information from Digimarc regarding its position.  No response has been received to date. 

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SCHEDULE 11.2

EXISTING LIENS

* Judgment has been paid in full.

** To be terminated on the Closing Date.

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SCHEDULE 11.3

EXISTING LOANS, ADVANCES AND INVESTMENTS

DG Systems:

·                  Effective March 21, 2005, Parent purchased 6,286,146 shares of Series B Convertible Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), from Verance Corporation, a Delaware corporation (“Verance”), for $2.5 million pursuant to that certain Series B Convertible Preferred Stock Purchase Agreement, dated March 16, 2005, between Verance and Parent.

·                  Effective July 22, 2005, Parent purchased 6,286,146 shares of Series B Convertible Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), from Verance, for $2.5 million pursuant to that certain Series B Convertible Preferred Stock Purchase Agreement, dated March 16, 2005, between Verance and Parent.

·                  Investments in the form of equity interests in DG Systems Acquisition III Corporation on the date hereof.

FastChannel:

·                  None

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SCHEDULE 11.8

TRANSACTIONS WITH AFFILIATES

DG Systems Affiliate Agreements

·                  Guarantee, dated as of April 15, 2005, executed by Scott K. Ginsburg in favor of Media DVX, Inc.

FastChannel Affiliate Agreements

·                  None

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