AMENDMENT NO. 8 dated as of May 14, 1999 to the Credit, Security, Guaranty and Pledge Agreement
dated as of June 19, 1996, as amended, among THE KUSHNER-LOCKE COMPANY (the "Borrower"), the
Guarantors named therein, the Lenders referred to therein and THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as Agent and as Fronting Bank for the Lenders (the "Agent") (as heretofore
amended, the "Credit Agreement").
The Lenders have made available to the Borrower a revolving credit facility pursuant to the terms of the Credit
The Borrower has informed the Agent and the Lenders that 800-U.S. SEARCH, a Subsidiary of the Borrower
and Guarantor under the Credit Agreement ("US-SEARCH"), proposes to engage in an initial public offering (the
"Proposed Offering") of its capital stock. In connection with the Proposed Offering, the Borrower has requested
that the Agent and the Lenders (i) release US-SEARCH from its obligations (including, without limitation, the
obligations of US-SEARCH as a Guarantor) under the Credit Agreement, (ii) release their Lien in the assets of
US-SEARCH and the capital stock of US-SEARCH currently held by the Borrower and (iii) make certain other
modifications to the Credit Agreement.
The Borrower, the Guarantors, the Lenders and the Agent have agreed to make revisions to the Credit
Agreement, all on the terms and subject to the conditions hereinafter set forth.
Therefore, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning
given them in the Credit Agreement.
Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth
in Section 3 hereof, the Credit Agreement is hereby amended effective as of the Effective Date (as hereinafter
defined) as follows:
(A) Section 2.6 of the Credit Agreement is hereby amended by adding the following clause (d) at the end thereof