LIBERTY LIVEWIRE CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>v85977exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                            As of September 26, 2002

Liberty Livewire Corporation
520 Broadway, Fifth Floor
Santa Monica, CA  90401

Ladies and Gentlemen:

            Reference is made to the Credit Agreement, dated as of December 22,
2000 (as amended by Amendment No. 1, dated as of November 1, 2001, and as
further amended by Amendment No. 2, dated as of March 26, 2002, the "CREDIT
AGREEMENT") among LIBERTY LIVEWIRE CORPORATION, a Delaware corporation (the
"BORROWER"), the several Lenders from time to time parties to the Credit
Agreement, BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book Manager,
BANK OF AMERICA, N.A., as Issuer and Swingline Lender, BANK OF AMERICA, N.A., as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), SALOMON SMITH BARNEY INC., as Syndication Agent, and THE BANK OF NEW
YORK COMPANY, INC., as Documentation Agent. Terms used but not defined in this
letter agreement shall have the meanings ascribed to such terms in the Credit
Agreement.

            The Borrower has informed the Administrative Agent and the Lenders
of its intention to (i) borrow up to an additional $25,000,000 (the "ADDITIONAL
FUNDS") under the Liberty Debt Documents in addition to the additional
$25,000,000 (the "PREVIOUS CONSENT FUNDS") referenced in the letter agreement,
dated June 28, 2002, between the Borrower, Liberty Media Corporation, the
Administrative Agent and the Lenders signatory thereto (the "PREVIOUS CONSENT
LETTER") and (ii) amend the Liberty Debt Documents solely to modify the
definition of Conversion Price set forth in Section 1.01 of the First Amended
and Restated Credit Agreement, dated as of December 22, 2000, between Liberty
Media Corporation and the Borrower (the "LIBERTY CREDIT AGREEMENT") solely with
respect to such Additional Funds to an amount per Class B Common Stock (as
defined in the Liberty Credit Agreement) no less than 115% of the average daily
Current Market Price (as defined below) for the five most recent trading days
ending on and including the date which is two Business Days prior to the
Borrowing Date with respect to such Additional Funds, as such is adjusted
pursuant to Section 8 of the Liberty Credit Agreement. "CURRENT MARKET PRICE" on
any day means (i) the last reported sale price (or, if no sale is reported, the
average of the high and low bid prices) on The Nasdaq Stock Market on such day
of Class A Common Stock (as defined in the Liberty Credit Agreement), or (ii) if
the primary trading market for Class A Common Stock is not The Nasdaq Stock
Market, then the closing sale price regular way on such day (or, in case no such
sale takes place on such day, the reported closing bid price regular way on such
day) in each case on the New York Stock Exchange, or, if Class A Common Stock is
not listed or admitted to trading on such exchange, then on the principal
exchange on which Class A Common Stock is traded, or (iii) if the Current Market
Price of Class A Common Stock on such day is not available pursuant to one of
the methods specified above, then the average of the bid and asked prices for
Class A Common Stock on such day as furnished by any New York Stock Exchange
member firm selected from


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time to time by Liberty Media Corporation for that purpose. The Borrower has
requested that the Administrative Agent and all the Lenders consent to such
amendment of Section 1.01 of the Liberty Credit Agreement.

            By your signature below, you hereby (i) represent that there is no
Default or Event of Default that has occurred and is continuing under the Loan
Documents, (ii) represent that, as of the date hereof, (x) the drawn amount
under the Liberty Debt Documents is $214,993,197.40, (y) the remaining
availability under the Liberty Debt Documents (subject to the terms set forth in
the Liberty Debt Documents) is $98,606,802.60 (it being noted that the Credit
Agreement provides that the aggregate principal amount (exclusive of capitalized
interest) that the Borrower may borrow under the Liberty Debt Documents shall
not exceed $310,000,000) and (z) there is no condition that the Borrower could
not satisfy in order to draw the Additional Funds, and (iii) agree that, except
with respect to the specific matters set forth above, this letter agreement does
not modify any of the obligations of the Borrower or any Loan Party or any of
the rights and remedies of the Administrative Agent or the Lenders under the
Credit Agreement.

            Subject to the representations, warranties and covenants contained
in the preceding paragraph, the Lenders signatory hereto and the Administrative
Agent hereby agree that (i) notwithstanding Section 6.15 of the Credit Agreement
and Section 7(c) of the Liberty Subordination Agreement, the Borrower and
Liberty Media may amend Section 1.01 of the Liberty Credit Agreement solely to
modify the Conversion Price as forth herein with respect to loans of the
Additional Funds made pursuant to Section 2.01(d) of the Liberty Credit
Agreement, and (ii) the transactions contemplated by this letter agreement do
not violate Section 6.9 of the Credit Agreement, provided that (i) promptly upon
execution of such amendment, the Borrower shall provide a true and complete
executed copy of such amendment to the Administrative Agent and shall have
confirmed that only the Conversion Price in the Liberty Credit Agreement has
been amended and (ii) within 3 Business Days of any borrowing of Additional
Funds or Previous Consent Funds (each a "SUPPLEMENTAL BORROWING"), the
Administrative Agent shall have received a certificate of a Responsible Officer
of the Borrower stating (a) the amount of such Supplemental Borrowing, (b)
whether the amount borrowed pursuant to such Supplemental Borrowing constitutes
Additional Funds or Previous Consent Funds, (c) in the case of any Supplemental
Borrowing that constitutes Additional Funds, that such Supplemental Borrowing
does not have the benefit of the repayment provisions set forth in the Previous
Consent Letter, and (d) the aggregate outstanding amount of Additional Funds and
Previous Consent Funds.

            This letter agreement shall not be construed as an amendment or
novation of the Credit Agreement. Except as expressly provided in the previous
paragraph, the rights of the Borrower and Liberty Media Corporation set forth
under this letter agreement with respect to the Additional Funds are separate
and do not relate to the rights of the Borrower and Liberty Media Corporation
set forth under the Previous Consent Letter with respect to the Previous Consent
Funds.

            This letter agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one
and the same document. This letter agreement shall become effective upon the
granting of the consent, which shall be evidenced by the execution of a
counterpart of this letter by all the Lenders. Delivery of an


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executed counterpart of this letter agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.

            THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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<PAGE>

                                        Sincerely,

                                        BANK OF AMERICA, N.A.,
                                        as Administrative Agent

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        THE LENDERS:

                                        BANK OF AMERICA, N.A.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        CITICORP USA, INC.

                                        By:  /s/ Jeffrey Rothman
                                           -------------------------------------
                                           Name: Jeffrey Rothman
                                           Title: Director
                                           (415) 627-6348

                                        THE BANK OF NEW YORK COMPANY, INC.

                                        By:  /s/ John C. Lambert
                                           -------------------------------------
                                           Name: John C. Lambert
                                           Title: Authorized Signer

                                        GENERAL ELECTRIC CAPITAL CORPORATION

                                        By:  /s/ Ronald E. Lis
                                           -------------------------------------
                                           Name: Ronald E. Lis
                                           Title: Vice President


                                      S-1
<PAGE>

                                        ROYAL BANK OF CANADA

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        ING (U.S.) CAPITAL LLC

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        BNP PARIBAS

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        THE FUJI BANK, LIMITED

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        THE GOVERNOR AND COMPANY OF THE
                                        BANK OF IRELAND

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      S-2
<PAGE>

                                        BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        U.S. BANK N.A.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        EAST WEST BANK

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


Acknowledged and Agreed to:

LIBERTY LIVEWIRE CORPORATION


By:    /s/ William E. Niles
       ---------------------------------
Name:  William E. Niles
Title: Executive Vice President

LIBERTY MEDIA CORPORATION


By:    /s/ Elizabeth M. Markowski
       ---------------------------------
Name:  Elizabeth M. Markowski
Title: Senior Vice President


                                      S-3

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