NINTH AMENDMENT TO CREDIT AGREEMENT

THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of March 27, 2009, is by and among ENTERTAINMENT DISTRIBUTION COMPANY, LLC , a Delaware limited liability company (the “ Borrower ”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto (individually a “ Guarantor ” and collectively the “ Guarantors ”), the financial institutions party hereto as lenders (the “ Lenders ”) and WACHOVIA BANK, NATIONAL ASSOCIATION , as administrative agent under the Credit Agreement (defined below) (in such capacity, the “ Administrative Agent ”).

WHEREAS , the Borrower, the Guarantors, Glenayre Electronics, Inc., a Colorado corporation, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of May 31, 2005 (as previously amended, modified or supplemented and as further amended, modified, supplemented, restated or amended and restated from time to time, the “ Credit Agreement ”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement as amended hereby); and

WHEREAS , the Borrower and the Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.1             Amendment to Section 1.1 .   Section 1.1 of the Credit Agreement is hereby amended as follows:

(a)           Each of the following terms is hereby amended and restated in its entirety as follows:

“ Consolidated EBITDA ” shall mean, for any period, the sum of (a) Consolidated Net Income for such period, plus (b) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (i) Consolidated Interest Expense, (ii) total federal, state, local and foreign income taxes and (iii) depreciation and amortization expense, all as determined in accordance with GAAP (except for the exclusion of Rebate Payments).  Notwithstanding the foregoing, for the fiscal quarter ended December 31, 2008, and each fiscal quarter thereafter, Consolidated EBITDA shall be calculated by adding to the number determined pursuant to the foregoing sentence impairment charges, non-cash charges and one-time charges for the Sony Sale and any charges related to U.S. operations or discontinued operations (but not including any ongoing overhead from U.S. operations), and impairment charges pertaining to the write-down of intangibles of the German operations, which charges to be added back shall not exceed, in the aggregate, $30,000,000, to the extent such charges were deducted in the determination of Consolidated Net Income for the applicable period.

(b)           The following defined terms are hereby added to the Credit Agreement in the appropriate alphabetical order:

“ Ninth Amendment ” shall mean that certain Ninth Amendment to Credit Agreement dated as of March 27, 2009, by and among the Borrower, the Guarantors, the Parent, the Administrative Agent and the Lenders.

“ Ninth Amendment Effective Date ” shall mean the date upon which each of the conditions set forth in Article II hereof have been satisfied.

(a)            Executed Amendment .  The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties, the Lenders and the Administrative Agent.

(b)            Amendment Fee .  The Borrower shall have paid or caused to be paid an additional amendment fee to the Administrative Agent in connection with this Amendment for the account of eac