INTEGRITY MEDIA INC
EX-10.28 EIGHTH AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>3
<FILENAME>g88189exv10w28.txt
<DESCRIPTION>EX-10.28 EIGHTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.28

                                EIGHTH AMENDMENT
                                       TO
                                CREDIT AGREEMENT

                  THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT ("Eighth Amendment")
is made and entered into as of this 29th day of January, 2004 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"), INO RECORDS, LLC, a Tennessee limited liability
company (f/k/a M2 Communications,L.L.C., "INO Records") Integrity Media,
Integrity Publishers, Integrity Direct and INO Records 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, that
certain Sixth Amendment to Credit Agreement dated as of March 31, 2003, and that
certain Seventh Amendment to Credit Agreement dated as of August 28, 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.

                  (a)      The first paragraph of the Credit Agreement is hereby
amended and restated to read as follows:

                  "This Credit Agreement (this "Agreement") is made and
         effective as of April 25, 2001, by and among INTEGRITY MEDIA, INC.
         (F/K/A INTEGRITY INCORPORATED), a Delaware corporation ("Integrity
         Media"), INTEGRITY PUBLISHERS, INC., a Delaware corporation ("Integrity
         Publishers"), INO RECORDS LLC, (F/K/A M2 COMMUNICATIONS, L.L.C.), a
         Tennessee limited liability company ("INO Records"), INTEGRITY DIRECT,
         a Delaware limited liability company ("Integrity Direct;" Integrity
         Direct, INO Records, Integrity Media and Integrity Publishers are
         sometimes

<PAGE>

         collectively referred to herein as "Borrower," jointly and severally)
         and each financial institution that from time to time is a "Lender"
         hereunder (collectively the "Lenders,") and LASALLE BANK NATIONAL
         ASSOCIATION ("Administrative Agent")."

                  "(b)     The first recital of the Credit Agreement is hereby
amended by substituting the figure "$9,000,000" for the figure "$6,000,000"
under subpart (a) thereof.

                  (c)      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, INO Records, Integrity Direct, Sarepta or Enlight, nor
         permit its total investment, directly or indirectly, in Integrity
         Publishers, INO Records, Sarepta or Enlight, whether in the form of
         equity, loans, advances or otherwise, to at any time exceed $10,000,000
         with respect to Integrity Publishers, $4,000,000 with respect to INO
         Records, $400,000 with respect to Sarepta, and $250,000 with respect to
         Enlight."

                  (d)      Section 9.1 of the Credit Agreement is hereby amended
to restate the definition of "Borrower" as follows:

                  "`Borrower' means, collectively, Integrity Media, INO Records,
         Integrity Direct, and Integrity Publishers jointly and severally."

                  (e)      Section 9.1 of the Credit Agreement is hereby amended
by deleting the definition of "M2 Communications" and by adding the following
definition in appropriate alphabetical order:

                  "`INO Records' means INO Records, LLC, a Tennessee limited
         liability company."

                  (f)      Section 9.1 of the Credit Agreement is hereby amended
by substituting the figure "$9,000,000" for the figure "$6,000,000" in the
definition of "Line of Credit Commitment."

         3.       Conditions to Effectiveness. This Eighth Amendment shall be
deemed effective as of the date hereof, when and only when the Lender shall have
received (i) this Eighth Amendment duly executed by the Borrower, (ii) certified
board resolutions for each of the Borrowers authorizing the terms of this Eighth
Amendment, and (iii) 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.

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

                  (a)      This Eighth 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 Eighth 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

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date of this Eighth 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 Eighth Amendment.

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

         5.       Effect on the Credit Agreement.

                  (a)      Upon the effectiveness of this Eighth 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
Eighth 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.

         6.       Governing Law. This Eighth 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.

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

         8.       Counterparts. This Eighth 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 Eighth Amendment has been duly
executed as of the day and year first written above.

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

                                     By:   /s/ P. Michael Coleman
                                         --------------------------------------
                                         Name:  P. Michael Coleman
                                         Title: Chairman, President and Chief
                                                Executive Officer

                                     INTEGRITY PUBLISHERS, INC.

                                     By:   /s/ P. Michael Coleman
                                         --------------------------------------
                                         Name:  P. Michael Coleman
                                         Title: Chairman, President and Chief
                                                Executive Officer of Integrity
                                                Media, Inc.

                                     INO RECORDS, LLC
                                         (f/k/a M2 Communications, L.L.C.)

                                     By:   /s/ P. Michael Coleman
                                         --------------------------------------
                                         Name:  P. Michael Coleman
                                         Title: Chairman, President and Chief
                                                Executive Officer of Integrity
                                                Media, Inc.

                                     INTEGRITY DIRECT, LLC

                                     By:   /s/ P. Michael Coleman
                                         --------------------------------------
                                         Name:  P. Michael Coleman
                                         Title: Chairman, President and Chief
                                                Executive Officer of Integrity
                                                Media, Inc.

                                     LASALLE BANK NATIONAL ASSOCIATION

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

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