INTEGRITY MEDIA INC
EX-10.2 SEVENTH AMENDMENT TO THE CREDIT AGREEMENT
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g85960exv10w2.txt
<DESCRIPTION>EX-10.2 SEVENTH AMENDMENT TO THE CREDIT AGREEMENT
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                                                                   EXHIBIT 10.2


                               SEVENTH AMENDMENT
                                       TO
                                CREDIT AGREEMENT

                  THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT ("Seventh
Amendment") is made and entered into as of this 28th day of August, 2003 by and
between INTEGRITY MEDIA, INC., a Delaware corporation (f/k/a Integrity
Incorporated, "Integrity Media"), INTEGRITY PUBLISHERS, INC., a Delaware
corporation ("Integrity Publishers"), INTEGRITY DIRECT, LLC, a Delaware limited
liability company ("Integrity Direct"), M2 COMMUNICATIONS, L.L.C., a Tennessee
limited liability company ("M2 Communications;" Integrity Media, Integrity
Publishers, Integrity Direct and M2 Communications are hereinafter referred to
as the "Borrowers") and LASALLE BANK NATIONAL ASSOCIATION (as "Administrative
Agent" and "Lender").

                                  WITNESSETH:

                  WHEREAS, pursuant to that certain Credit Agreement, dated as
of April 25, 2001, by and between the Borrowers and Lender, as amended by that
certain First Amendment to Credit Agreement dated as of June 15, 2001, that
certain Second Amendment to Credit Agreement dated as of March 30, 2002, that
certain Third Amendment to Credit Agreement dated as of June 28, 2002, that
certain Fourth Amendment to Credit Agreement dated as of December 31, 2002,
that certain Fifth Amendment to Credit Agreement dated as of March 26, 2003 and
that certain Sixth Amendment to Credit Agreement dated as of March 31, 2003
(collectively, the "Credit Agreement"), Lender made the Loan available to
Borrowers as more particularly described in the Credit Agreement; and

                  WHEREAS, the Lender has agreed to the modification of certain
provisions contained in the Credit Agreement upon the terms and conditions
hereafter set forth.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth herein and for other good and
valuable consideration, the mutuality, receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         1.       Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to such terms in the Credit Agreement.

         2.       Amendments to Credit Agreement.

         2.1      Section 5.9(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                           "(b) reasonable and customary asset transfers
                  between Borrowers to the extent permitted under Sections
                  5.4(b), 5.6 and 5.12, and"


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         2.2      Section 5.12 of the Credit Agreement is hereby amended and
restated to read as follows:

                           "5.12 Integrity Media Ownership. Integrity Media
                  shall not sell, transfer or otherwise dispose of any of the
                  equity of Integrity Publishers, M2 Communications, Integrity
                  Direct, Sarepta or Enlight, nor permit its total investment,
                  directly or indirectly, in Integrity Publishers, M2
                  Communications, Sarepta or Enlight, whether in the form of
                  equity, loans, advances or otherwise, to at any time exceed
                  $8,000,000 with respect to Integrity Publishers, $4,000,000
                  with respect to M2 Communications, $400,000 with respect to
                  Sarepta, and $250,000 with respect to Enlight."

         3.       Consent: Lender hereby consents to the change of name of the
name of M2 Communications, L.L.C., to INO Records, LLC; provided, however, such
name change shall not be effective prior to September 15, 2003.

         4.       Conditions to Effectiveness. This Seventh Amendment shall be
deemed effective as of the date hereof, when and only when the Lender shall
have received (i) this Seventh Amendment duly executed by the Borrower, and
(ii) such other certificates, instruments, documents, agreements and opinions
of counsel as may be required by Lender or its counsel, each of which shall be
in form and substance satisfactory to Lender and its counsel.

         5.       Representations and Warranties. The Borrowers hereby
represent and warrant as follows:

                  (a)      This Seventh Amendment and the Credit Agreement, as
amended hereby, have been duly authorized and constitute legal, valid and
binding obligations of the Borrowers and are enforceable against the Borrowers
in accordance with their respective terms.

                  (b)      Upon the effectiveness of this Seventh Amendment,
the Borrowers hereby reaffirm all covenants, representations and warranties
made in the Credit Agreement and agree that all such covenants, representations
and warranties shall be deemed to have been remade as of the effective date of
this Seventh Amendment, except to the extent such covenants, representations or
warranties expressly relate to an earlier date.

                  (c)      No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Seventh Amendment.


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                  (d)      The Borrowers have no defense, counterclaim or
offset with respect to the Credit Agreement or any of the other Loan Documents.

         6.       Effect on the Credit Agreement.

                  (a)      Upon the effectiveness of this Seventh Amendment,
each reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Credit Agreement as amended hereby.

                  (b)      Except as specifically amended herein, the Credit
Agreement, the Loan Documents, and all other documents, instruments and
agreements executed and/or delivered in connection therewith, shall remain in
full force and effect, and are hereby ratified and confirmed.

                  (c)      The execution, delivery and effectiveness of this
Seventh Amendment shall not operate as a waiver of any right, power or remedy
of Administrative Agent or Lender, nor constitute a waiver of any provision of
the Credit Agreement, the Loan Documents, or any other documents, instruments
or agreements executed and/or delivered under or in connection therewith.

         7.       Governing Law. This Seventh Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns and shall be governed by and construed in accordance with the laws
of the State of Illinois.

         8.       Headings. Section headings in this Seventh Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Seventh Amendment for any other purpose.

         9.       Counterparts. This Seventh Amendment may be executed by the
parties hereto in one or more counterparts, each of which taken together shall
be deemed to constitute one and the same instrument.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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                  IN WITNESS WHEREOF, this Seventh Amendment has been duly
executed as of the day and year first written above.


                                INTEGRITY MEDIA, INC.
                                        (f/k/a Integrity Incorporated)


                                By: /s/ Donald S. Ellington
                                   --------------------------------------------
                                   Name: Donald S. Ellington
                                   Title: Secretary


                                INTEGRITY PUBLISHERS, INC.


                                By: /s/ Donald S. Ellington
                                   --------------------------------------------
                                   Name: Donald S. Ellington
                                   Title: Secretary


                                M2 COMMUNICATIONS, L.L.C.


                                By: /s/ Donald S. Ellington
                                   --------------------------------------------
                                   Name: Donald S. Ellington
                                   Title: Secretary


                                INTEGRITY DIRECT, LLC

                                By: /s/ Donald S. Ellington
                                   --------------------------------------------
                                   Name: Donald S. Ellington
                                   Title: Secretary


                                LASALLE BANK NATIONAL ASSOCIATION


                                By: /s/ Andrew Dawson
                                   --------------------------------------------
                                   Name: Andrew Dawson
                                   Title: First Vice President


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