AMENDMENT NO. 10, dated as of August 23, 2000, 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 requested that the Agent and the Lenders, among other things, extend the Commitment
Termination Date and Maturity Date under the Credit Agreement until September 30, 2001.
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) The definitions of "Commitment Termination Date" and "Maturity Date" set forth in Article 1 of the Credit
Agreement are each hereby amended by deleting the date "August 25, 2000" referenced therein and inserting in
lieu thereof the date "September 30, 2001".
(b) Clause (iii) of the definition of "Borrowing Base" set forth in Article 1 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(iii) Tier 3 Borrowing Base, provided that effective as of the Amendment No. 10 Effective Date and continuing
thereafter, the amount of the Tier 3 Borrowing Base shall be automatically red