SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of December 31,
1999 by and among ACME TELEVISION, LLC, a Delaware limited liability company (the "Borrower"); CIBC
INC., UNION BANK OF CALIFORNIA, N.A., BANK OF MONTREAL, CHICAGO BRANCH, and
BANK OF AMERICA, N.A. (successor to Nationsbank, N.A.) as Lenders under the Credit Agreement
referred to below (the "Lenders"); and CANADIAN IMPERIAL BANK OF COMMERCE, as Agent (the
"Agent") for the Lenders and such other financial institutions as are or as become Lenders under, and as defined
in the Credit Agreement referred to below.
A. The Borrower, the Lenders and the Agent are parties to a First Amended and Restated Credit Agreement
dated as of December 2, 1997, as previously amended by Amendment No. 1 and Amendment No. 2, each
dated as of June 30, 1998, the Third Amendment to Credit Agreement dated as of March 31, 1999, the Fourth
Amendment to Credit Agreement dated as of April 23, 1999 and the Fifth Amendment to Credit Agreement
dated as of September 2, 1999 (as so amended, the "Credit Agreement"). Capitalized terms used herein without
definition have the meanings assigned to them in the Credit Agreement, unless otherwise provided.
B. The Borrower has requested that the Required Lenders enter into this Amendment to amend certain
provisions of the Credit Agreement and to provide their consent to certain transactions described herein. Subject
to certain terms and conditions set forth herein, the Required Lenders are willing to agree to such request.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
I. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of each of the conditions set forth
in SECTION V, the Lenders hereby agree with the Borrower that the Credit Agreement shall be amended as
A. MINIMUM EBITDA. SECTION 5.01(a) of the Credit Agreemen