UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re: Case No. 08-10562 (ALG)

TEEVEE TOONS, INC. Chapter 11

d/b/a TVT RECORDS,
Hon. Allan L. Gropper
Debtor.

FINAL ORDER UNDER 11 U.S.C §§ 105, 361, 362, 363, 364 AND FED. R. BANKR. P.
4001 AUTHORIZING DEBTOR TO OBTAIN POST-PETITION FINANCING
The Court having held interim and final hearings (on March 26 and April 14, 15,

and 21, and 30, 2008) on the motion (the “Motion”) of TeeVee Toons, Inc., debtor and debtor in
possession in the above-captioned chapter 11 case (“Debtor”), requesting that the Court enter this

order (“Final Order”) authorizing it to obtain post-petition financing; and the Motion having

sought the following relief:

(i) that the Court approve the Debtor-In-Possession Credit Agreement

(together with all security and other related documents, the “DIP Credit Agreement”) entered

into between Debtor, certain lenders (“Lenders”) and Bernard National Loan Investors Ltd., as

agent to Lenders (“Agent”);

(ii) that the Court authorize Debtor to borrow up to $2.5 million on a

revolving credit basis pursuant to the DIP Credit Agreement;

(iii) that the obligations incurred under the DIP Credit Agreement be: (A)

pursuant to 11 U.S.C. § 364(c)(1), accorded super-priority administrative expense claims in favor

of Agent, with priority over all administrative expense and other claims, including but not

limited to claims under 11 U.S.C. §§ 105(a), 326, 328, 330, 331, 503(b), 506(c), 507, 546(c),

552(b), 726 and 1114; and (B) pursuant to 11 U.S.C. § 364(c)(2)-(3), secured by valid,

enforceable and fully perfected liens in favor of Agent and encumbering all Debtor’s and its

estate’s assets, with priority senior to all other liens on Debtor’s and its estate’s assets, except

that they are junior only to the valid, enforceable, perfected and unavoidable liens of Pre-petition

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Agent (“Senior Liens”) granted under the First Amended and Restated Loan Agreement Dated as

of September 28, 2007, as amended (together with all security and other related documents, the

“Pre-petition Credit Agreement”) entered into between Debtor, certain lenders from time to time,

and Agent, as agent to the lenders; provided, however, that the super-priority claims and liens

described above shall be subject to the “Carve-Out” (as that term is defined below); and

(iv) that the Court order related relief as set forth in this Final Order; and

the Court having considered the Motion, the DIP Credit Agreement, the

Objections to the Motion filed by (A) the Official Unsecured Creditors’ Committee (“Creditors’
Committee”), (B) Pitbull Productions Inc. and Famous Artist Entertainment, Inc., and (C)

Jonathan Smith, Little Jonathan Properties, Inc. and Kings of Crunk Studios, Inc., all other

papers and evidence submitted to the Court in connection with the Motion, the arguments and

representations of counsel at the hearing, and the testimony and evidence presented at the

hearing; and

the Court having authorized the Debtor to obtain up to $350,000 in financing

under the DIP Credit Agreement on an interim basis, and otherwise approving the Motion and

the DIP Credit Agreement to the extent set forth in the Interim DIP Order entered by the Court

(Docket No. 117;

and the Court having further considered the requested relief following this final

hearing, the Court makes the following findings of fact and conclusions of law:

A. Jurisdiction. The Court has jurisdiction over this case and the relief

sought in the Motion pursuant to 28 U.S.C. §§ 157(b)(2)(D) and 1334.

B. Chapter 11 Filing. On February 19, 2008, Debtor filed a voluntary

petition for relief under chapter 11 of title 11 of the United States Code, thereby commencing

this chapter 11 case.

C. Pre-petition Credit Agreement. Prior to the petition date, Debtor, Agent,

and pre-petition lenders entered into the Pre-petition Credit Agreement, pursuant to which

Debtor is indebted to Agent in the principal sum of $6,725,000, plus unpaid interest and other
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charges. Debtor acknowledges Agent has valid, enforceable and fully perfected first priority

liens on substantially all Debtor’s assets pursuant to the Pre-petition Credit Agreement (“Pre-

petition Collateral”). The Court orders that the Creditors’ Committee and any other creditor

shall have 60 days following entry of the Order approving appointment of Creditors’ Committee

counsel for the purpose of investigating any challenge to the amount, validity, priority or extent

of the claims and liens under the Pre-petition Credit Agreement (or such longer period as may be

obtained for cause shown or by stipulation or agreement with Agent and Lenders before

expiration of such period), after which time such rights will be waived and released. Section
2.5(b) of the DIP Credit Agreement is amended to provide that there shall be no cap on the

amount the Creditors’ Committee may spend specifically for the purpose of investigating any

such challenge to the claims and liens under the Pre-petition Credit Agreement, subject to the

limit on carve-out fees as set forth in this Final Order. (The Court entered its Order appointing

Creditors’ Committee counsel on April 10, 2008, and the 60 day period will elapse on June 9,

2008.)

D. Notice. Notice of the Motion and the relief requested therein, including

but not limited to a sufficient description of the financing to be provided under the DIP Credit

Agreement and the form of the DIP Credit Agreement, has been provided to the United States

Trustee, the Creditors’ Committee and other interested parties. To the extent of the relief sought

herein, such notice satisfies the requirements set forth in Federal Rule of Bankruptcy Procedure

4001, and no other or further notice of the interim or final hearings is required.

E. Purpose and Necessity of Financing. Debtor requires the financing to be

provided under the DIP Credit Agreement to fund Debtor’s cash requirements and ongoing

business operations, and without such financing Debtor, its estate and its creditors alike will

suffer immediate and irreparable harm. All such parties will benefit from Court approval of the

Motion. The financing is being provided to enable the company to market its businesses and

assets to a third party acquirer and/or investor as a going concern and to consummate such sale

during this chapter 11 case. As such, the financing will serve to preserve Debtor’s estate and
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maximize the return to all stakeholders. The ability of Debtor to continue in business so it can

market its business and assets or to otherwise reorganize depends on obtaining the relief sought

in the Motion.

F. DIP Credit Agreement. Debtor has obtained all authorizations, consents

and approvals, has made all filings and given all notices required to be obtained, made or given

by Debtor in connection with the DIP Credit Agreement, including with respect to all federal,

state, local and other governmental agencies, authorities and instrumentalities.

G. Financing Alternatives. Debtor has been unable to obtain the financing to

be provided under the DIP Credit Agreement on an unsecured basis allowable as an

administrative expense pursuant to 11 U.S.C. § 364(a); nor solely on a super-priority basis with

priority over all administrative expense claims pursuant to 11 U.S.C. § 364(c)(1); nor solely on a

secured basis with liens on unencumbered assets pursuant to 11 U.S.C. § 364(c)(2). Nor has

Debtor been able to obtain financing on any other terms or from any other sources, despite

reasonable efforts to do so.

H. Good Faith. The DIP Credit Agreement and the financing to be provided

under the agreement is the product of arms’ length negotiations between Debtor and Agent, there

are no undisclosed agreements in connection with the DIP Credit Agreement, and the DIP Credit

Agreement is being entered into by the parties in good faith, as that term is used in 11 U.S.C. §

364(m).

I. Adequate Protection. Pursuant to the terms of the DIP Credit Agreement

and this Final Order, Debtor has provided adequate protection with respect to any lienholders

entitled to such protection.

J. Other Findings and Cause. The Court hereby incorporates into this Final

Order the findings made on the record of the final hearing on the Motion and the DIP Credit

Agreement.

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 WHEREFORE, IT IS HEREBY ORDERED THAT:

1. Approval. The Motion is granted, as set forth in this Final Order. Debtor

is authorized to enter into the DIP Credit Agreement, in substantially the form appended to this

Final Order, and to borrow up to $2,500,000 (inclusive of the $350,000 approved by the Interim

DIP Order) on a revolving credit basis and to otherwise perform in accordance with the

agreement. The DIP Credit Agreement and the obligations set forth therein shall constitute and

are hereby deemed to be legal, valid and binding obligations of Debtor and its estate, enforceable

against Debtor and its estate in accordance with their terms. Debtor is authorized to obtain
financing pursuant to the terms set forth in the DIP Credit Agreement.

2. Terms of Order Govern. To the extent that there may be any inconsistency

between the terms of the Motion, the DIP Credit Agreement, or this Final Order, the terms of this

Final Order shall govern.

3. Debtor Authorization. Subject to the terms of this Final Order, Debtor is

hereby authorized and directed to: (A) do and perform all acts to make, execute and deliver the

DIP Credit Agreement, including all security agreements, mortgages, financing statements and

other related documents necessary or desirable to implement the financing to be provided under

the DIP Credit Agreement and other terms set forth in the agreement; (B) take any other actions

provided for in the DIP Credit Agreement or deemed appropriate by Agent to effectuate the

terms and conditions of the DIP Credit Agreement and this Final Order; (C) comply with all

provisions of the DIP Credit Agreement, including without limitation the payment and

satisfaction in full of all obligations when due in accordance with the terms of the DIP Credit

Agreement; (D) use the financing to be provided under the DIP Credit Agreement as permitted in

the agreement and this Final Order; (E) repay the financing to be provided under the DIP Credit

Agreement as set forth in the agreement and this Final Order, including payment to Agent

without further request or Court order of any and all reasonable fees, costs, charges,

commissions and expenses, including reasonable attorneys’ fees, as set forth in the DIP Credit
Agreement and this Final Order; and (F) grant the claims, liens, and adequate protection
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provisions provided for in the DIP Credit Agreement.

4. Super-Priority Claims / Liens. The obligations under the DIP Credit

Agreement shall be paid when due, without defense, offset, reduction or counterclaim, and shall:

(A) pursuant to 11 U.S.C. § 364(c)(1), constitute allowed super-priority claims against Debtor

with priority over all administrative expense and other claims including without limitation claims

or expenses under 11 U.S.C. §§ 105, 326, 328, 330, 331, 503(b), 506(c), 507(a) and 507(b); and

(B) be secured by valid, enforceable and fully perfected liens on substantially all Debtor’s and its

estate’s assets, wherever located, whether real or personal, tangible or intangible, now existing or
hereafter acquired or created, including the proceeds of such assets, all as set forth in the DIP

Credit Agreement (“DIP Collateral”) (as set forth in the agreement, DIP Collateral does not

include causes of action of Debtor or its estate under 11 U.S.C. §§ 544-550, except for § 549),

with those liens having priority senior to any and all other liens in Debtor’s and estate’s assets,

with the exception that they shall be junior only to the Senior Liens; provided, however, that the

super-priority claims and liens granted herein shall be subject to the Carve Out. The super-

priority claims and senior liens granted herein shall remain at all times of a higher priority and

senior to the rights of Debtor, any chapter 7 or 11 trustee, and any secured, administrative

priority, unsecured or other claims of any party in this or any subsequent case under title 11 of

the United States Code, and the liens granted herein shall not become subject, junior or

subordinated to any “priming” or other lien, nor made pari passu with any other lien, under 11

U.S.C. § 364 other otherwise, in this or any subsequent case, including to any lien that is avoided

and preserved for the benefit of Debtor’s estate under 11 U.S.C. § 551, except as expressly

provided in the DIP Credit Agreement and herein.

5. Carve-Out / 506(c) Waiver. The “Carve-Out” shall mean unpaid

professional fees and expenses allowed by the Court pursuant to 11 U.S.C. §§ 330 and/or 331 in

this or any subsequent case in an aggregate amount (i.e. from the February 19, 2008 petition date

and through the conclusion of this case) not to exceed $475,000 for Debtor’s bankruptcy

counsel; $279,000 for Debtor’s financial advisor; $200,000 for Debtor’s investment banker, plus
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a reasonable transaction fee that may be later approved by the Court; $60,000 for Debtor’s

claims agent (or if no claims agent is appointed, to be allocated to other of its professionals in the

Debtor’s discretion); $63,000 for Debtor’s accountants; $50,000 for Debtor’s corporate special

counsel; $13,500 for Debtor’s special foreign counsel; $120,000 for Creditors’ Committee

counsel; $20,000 for Creditors’ Committee financial advisor; $50,000 for any chapter 7 Trustee;

and fees payable to the United States Trustee pursuant to 28 U.S.C. §1930(a)(6) and any

statutory interest accrued pursuant to 31 U.S.C. § 3717, provided, the aggregate carve-out for

counsel and financial advisor to the Creditors’ Committee is increased to $300,000, the amount
of the carve-out in excess of $140,000 to be offset by a corresponding reduction in the carve-out

for the Debtor’s professionals, if the Lender is so advised; and provided further that the Debtor

may re-allocate the amounts among its professionals with the Lender’s consent. In consideration

for the Carve-Out, Debtor, the Creditors’ Committee and any chapter 7 Trustee irrevocably

waive those parties’ rights to surcharge DIP Collateral or Pre-petition Collateral under 11 U.S.C.

§ 506(c) or otherwise. Section 6.9(b) of the DIP Credit Agreement is amended to provide that

Debtor shall not be permitted to make cash disbursements during any two-week period: (1) for

levels 1 and 3 of the Budget in an amount that is more than 20% greater than the amount

provided for; (2) for levels 4 and 5 of the Budget in an amount that is more than 10% greater

than the amount provided for; and (3) for professional fee payments in an amount greater than

provided for (which is herein or in level 2 of the Budget.)

6. Perfection. Effective as of the “Closing” of the DIP Credit Agreement, the

liens granted herein shall be perfected by operation of law, and Agent shall not be required to

enter into, obtain, give, file or record any agreement, consent, waiver, financing statement,

mortgage, deed of trust, leasehold mortgage, notice or other instrument in any jurisdiction

(including but not limited to trademark, copyright, trade-name or patent assignment filings with

the United States Patent and Trademark Office, the United States Copyright Office or any similar

agency with respect to intellectual property, or any consent from any licensor or similarly

situated party), nor take any other action in order to perfect and otherwise validate and enforce
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those liens. Notwithstanding the above, Agent shall be authorized (but not required) to enter

into, obtain, give, file, record or take any other action in order to validate and perfect the liens

granted herein, and the automatic stay provisions of 11 U.S.C. § 362 are modified to the extent

necessary so as to permit Agent to do so.

7. No Other Indebtedness / Liens. No indebtedness shall be incurred by

Debtor in this or any subsequent case unless and until: (A) Agent gives its express written

consent, or (B) the DIP Credit Agreement has been terminated and all financing and other

obligations incurred under the agreement have been paid in full. No liens shall attach to any of
Debtor’s or its estate’s assets in this or any subsequent case unless and until: (A) Agent gives its

express written consent, or (B) the DIP Credit Agreement has been terminated and all obligations

incurred under the agreement have been paid in full, with the exception of the following: (i) the

liens granted herein, and (ii) any other liens existing on the petition date and that relate back to

the petition date may be perfected pursuant to 11 U.S.C. § 362(b)(3). Each party to the DIP

Credit Agreement, for so long as any obligations under the DIP Credit Agreement shall be

outstanding, irrevocably waives all rights pursuant to 11 U.S.C. § 364(c) or 364(d) or otherwise

to: (i) approve any claim of equal or greater priority than the obligations under the DIP Credit

Agreement or the Pre-petition Credit Agreement; or (ii) grant any lien of equal or greater priority

than the liens granted herein or existing under the Pre-petition Credit Agreement.

8. Fees and Expenses of Agent. Debtor is authorized and shall timely pay

the fees, expenses and compensation provided for in the DIP Credit Agreement, including

without limitation (A) an “Upfront Fee” as defined in the DIP Credit Agreement of $20,000

(rather than $40,000 as set forth in the agreement); and (B) all reasonable legal fees and expenses

payable to Agent and its counsel, to the extent invoiced and due. Agent will give ten days’

notice of such legal fees and expenses to the Debtor, the Committee, and the United States

Trustee prior to any payment by the Debtor.

9. Liability and Indemnification.

(a) Agent and Lenders shall have no liability to any third party arising
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out of or relating to the DIP Credit Agreement and Debtor’s use of the financing provided under

the agreement, and shall not be deemed as a result of the DIP Loan or this Order to be in control

of the operations of Debtor, or to be acting as a “responsible person” or managing agent with

respect to the operation or management of Debtor. Except as provided in section (b) of this

paragraph 9, below, Debtor will indemnify and hold harmless Agent, each Lender and their

respective affiliates and officers, directors, employees, agents and advisors from and against all

losses, liabilities, claims, damages or other expenses arising out of or relating to the DIP Credit

Agreement and Debtor’s use of the financing provided under the agreement. This
indemnification shall survive and continue for the benefit of all such persons or entities.

(b) Section 9.3 of the DIP Credit Agreement shall be amended such

that Agent and Lenders shall not be indemnified pursuant to the DIP Credit Agreement in the

event the Creditors’ Committee or any other party objects to the validity of Agent’s and Lenders’

claims or liens on Debtor’s assets and any such objection is sustained by a final and non-

appealable Order of the Court. Any settlement between Agent, Lenders and the Committee may

provide for the waiver of indemnification rights (but there is no obligation that any party waive

such rights). Nothing herein shall constitute a waiver of indemnification rights under the Pre-

petition Credit Agreement.

10. Successors and Assigns. The DIP Credit Agreement and this Final Order

shall be binding on Debtor, Agent, Lenders, each of their respective successors and assigns, the

Creditors’ Committee, and any trustee appointed in this case.

11. Survival. The provisions of this Final Order, including the priority and

validity of all claims and liens in favor of Agent and Lenders, and any actions taken pursuant

hereto shall survive entry of any other order which may be entered in this case, including any

order: (A) confirming any plan of reorganization, (B) converting this from a case under chapter

11 to a case under chapter 7, (C) appointing a trustee or examiner, or (D) dismissing this case,

and the terms and provisions of this Final Order, as well as the priorities in payment granted

pursuant to this Order and the DIP Credit Agreement shall continue in full force and effect
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notwithstanding the entry of any such other order, until all of the obligations under the DIP

Credit Agreement are satisfied and discharged in accordance with their terms.

12. Adequate Protection. To the extent of any diminution in value of

collateral securing pre-petition obligations and liens, other than with respect to obligations and

liens in favor of Agent under the Pre-petition Credit Agreement, the parties asserting those liens

shall be granted replacement liens on all Debtor’s and its estate’s assets not already subject to

those liens and/or claims under 11 U.S.C. § 507(a), with priority over all claims allowable under

11 U.S.C. §§ 507(a)(1) and 503(b). The replacement liens and claims described herein shall be
subject to the Carve-Out.

13. Good Faith. Agent and Lenders, having been found to be agent and

lenders in good faith in connection with the DIP Credit Agreement, shall be entitled to the full

protection of 11 U.S.C. § 364(e), and the claims, liens and priorities created or authorized in the

DIP Credit Agreement are so created and authorized pursuant to 11 U.S.C. § 364(c) and (d) and

are entitled to the benefits and protections of 11 U.S.C. § 364(e).

14. No Waiver. Except to the extent otherwise provided in the DIP Credit

Agreement and this Final Order, neither the DIP Credit Agreement nor this Final Order shall be

construed as a waiver or relinquishment of any rights that Agent, Lenders or Debtor may have.

No failure or delay on the part of Agent or Lenders in the exercise of any power, right or

privilege under the DIP Credit Agreement or under any other document shall impair such power,

right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall

any single or partial exercise of any such power, right or privilege be construed as such a waiver.

All rights and remedies existing under the DIP Credit Agreement and the other documents are

cumulative to, and not exclusive of, any rights or remedies otherwise available. Agent and

Lenders are authorized to declare a default under the DIP Credit Agreement and to cease

advances under the agreement, but shall not exercise any default remedies through and including

the date of closing of a sale of substantially all of Debtor’s assets, provided the Debtor is in
compliance with the sale timeline and other provisions set forth in Section 5.13 of the DIP Credit
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Agreement, as amended by this Final Order.

15. Right to Credit Bid. The provisions in the DIP Credit Agreement relating

to credit bid rights are specifically approved and fully enforceable, except that section 4.18(b) of

the DIP Credit Agreement is amended to reflect that the sale process acknowledges Agent’s right

to credit bid obligations under the Pre-petition Credit Agreement and the DIP Agreement.

Parties reserve all rights with respect to credit bidding under any other loan agreements,

including the Second Lien Loan Agreement dated as of September 28, 2007, as amended as of

February 4, 2008 and the Intercompany Promissory Note dated as of September 28, 2007, as
amended as of February 4, 2008. In the event Agent credit bids in an auction for the Debtor’s

assets, Agent will provide (under an appropriate confidentiality agreement) to the Debtor, the

Committee, and the United States Trustee, and any other party in interest demonstrating a need

therefor, reasonable evidence of Agent’s ability to refund the purchase price if its claims and / or

liens are later disallowed or invalidated. In the event Agent’s claims under the Pre-petition

Credit Agreement are disallowed and / or its related liens are determined to be invalid by Court

Order prior to the auction for the Debtor’s assets, then Agent shall have no right to credit bid

those obligations. In the event Agent credit bids and is the prevailing bidder and purchaser of the

Debtor’s assets, and its claims are later disallowed and / or its related liens are later determined

to be invalid by Court Order, then the estate shall have a claim to such extent against Agent.

16. Pre-petition Claims and Liens. The Creditors’ Committee and any other

creditor shall have 60 days following entry of the Order approving appointment of Creditors’

Committee counsel for the purpose of investigating any challenge to the amount, validity,

priority or extent of the claims and liens of the Lenders or Agent under the Pre-petition Credit

Agreement, the Second Lien Loan Agreement dated as of September 28, 2007, as amended as of

February 4, 2008 and the Intercompany Promissory Note dated as of September 28, 2007 (or

such longer period as may be obtained for cause shown or by stipulation or agreement with

Agent and Lenders before expiration of such period), after which time such rights will be waived

and released. (The Court entered its Order appointing Creditors’ Committee counsel on April
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10, 2008, and the 60 day period will elapse on June 9, 2008.) Section 2.5(b) of the DIP Credit

Agreement is amended to provide that there shall be no cap on the amount the Creditors’

Committee may spend specifically for the purpose of investigating any challenge to such claims

and liens, subject to the limit on carve-out fees as set forth in this Final Order.

17. Sale Obligations. The provisions contained at Section 5.13 of the DIP

Credit Agreement relating to sale process deadlines are specifically approved and fully

enforceable, provided that an appropriate order is entered subsequent to the hearing scheduled

for April 30, 2008, duly scheduling an auction and a sale and scheduling appropriate dates; and
provided that the following changes are made at this time: except (i) the date for the Debtor to

deliver the proposed sales book to Lenders is hereby extended from April 11, 2008 to April 25,

2008, and (ii) the date for the sales book to be distributed to the general public is hereby

extended from April 15, 2008 to April 28 30, 2008. By submission of this Final Order, the

Debtor represents to the Court its good faith believe belief it has complied with or can comply

with the modified dates set forth above.

18. Escrow / Payment of Sale Proceeds. Pursuant to section 2.4(b) of the DIP

Credit Agreement, the “Net Asset Sale Proceeds” generated in a sale of the Debtor’s assets (as

that term is defined in the DIP Credit Agreement) shall be used to repay obligations incurred

under the DIP Credit Agreement. Pursuant to section 5.13, “[i]f an objection to the pre-petition

claims of Lenders is timely filed, any proceeds from the sale of Borrower or its assets not paid to

Lenders by order of the Court will be escrowed until such objection is resolved.” DIP Credit

Agreement, section 5.13.

19. No Marshalling. None of Agent, Lenders or the DIP Collateral, each with

regard to the DIP Credit Agreement, shall be subject to the doctrine of marshalling.

20. Reversal, Modification, Vacated or Stayed Order. If any or all of the

provisions of this Final Order are hereafter reversed, modified, vacated or stayed by subsequent

order of this Court or any other Court, such reversal, modification, vacatur or stay shall not affect

the validity and enforceability of any obligation, debt or claim incurred, any priority that is or
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was incurred or granted or any remedy that is granted pursuant to the DIP Credit Agreement or

this Final Order, and notwithstanding any reversal, modification, vacatur or stay of this Final

Order, any such obligations owing to Agent and/or Lenders arising prior to the effective date of

such reversal, modification, vacatur or stay, shall be governed in all respects by the original

provisions of the DIP Credit Agreement and this Final Order, as the case may be. Agent and

Lenders shall be entitled to all of their respective rights, privileges and benefits under the DIP

Credit Agreement and this Final Order including without limitation the priorities, rights and

remedies granted in the DIP Credit Agreement and this Final Order to or for their benefit with
respect to all obligations owing under the DIP Credit Agreement and this Final Order to Agent

and Lenders.

21. Applicable law. Nothing in this Final Order or in the related financing

documents approved hereby shall be construed (A) to excuse Debtor or any other party from

compliance with all state and federal laws, including but not limited to Section 115 of the United

States Copyright Act, 17 U.S.C. § 115; (B) as a determination as to whether an executory

contract or other asset of the Debtor is valid, assumable, or assignable; or (C) to waive the rights

of parties to assert administrative or other claims against the estate.

22. Amendment. Any amendment to the DIP Credit Agreement may be made

pursuant to Court order, or without further Court order by written agreement by Agent and

Debtor in such form as Agent and Debtor agree, provided that notice of any material amendment

shall be given to the United States Trustee, the Creditors’ Committee and other parties entitled to

notice by filing with the Court, and that such parties will have no less than five (5) days from the

date of such notice within which to object in writing, and if such objection is made then the

amendment shall be permitted only pursuant to a Court Order.

23. Cooperation with Creditors’ Committee. Debtor shall cooperate with the

Creditors’ Committee in connection with any sale of substantially all Debtor’s assets, including

without limitation the retention of an investment banker or broker, and shall deliver any draft

sale book, letters of intent, commitment letters and offers to the Creditors’ Committee
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simultaneously with delivery of those papers to Agent and / or Lenders. Nothing herein shall be

construed to provide any veto right to Creditors’ Committee over the sale process or any aspect

thereof.

24. Authorization as to non-debtor entities. Nothing in this Final Order shall

be deemed to validate or authorize any non-debtor entity to enter into or perform under any

agreement or otherwise take any action contemplated under the DIP Credit Agreement.

25. Retention of Jurisdiction. This Court retains and reserves jurisdiction to

enforce all provisions of this Final Order.

Dated: April 30, 2008

New York, New York /s/ Allan L. Gropper _
HONORABLE ALLAN L. GROPPER

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