8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report(Date of earliest event reported):December20, 2007

ENTERTAINMENT DISTRIBUTION COMPANY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-15761	98-0085742
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(IRS Employer  Identification No.)

825 8th Avenue, 23rdFloor

New York, New York10019

(Address of Principal

Executive Offices)

(212) 333-8400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuantto Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 20, 2007, Entertainment Distribution Company, LLC (“EDC”), a subsidiary of Entertainment Distribution Company, Inc. (the “Company”), entered into a Fourth Amendment to Credit Agreement (the “Fourth Amendment”) with Entertainment Distribution Company (USA), LLC (the “Guarantor”), the lenders party thereto (the “Lenders”) and Wachovia Bank, National Association, as administrative agent (the “Agent”) amending certain terms of the Credit Agreement dated as of May 31, 2005 by and among EDC, the Guarantor, Glenayre Electronics, Inc. (“GEI”), the Lenders and the Agent (as amended, modified and supplemented, the “Credit Agreement”).  Pursuant to the Fourth Amendment, (1) subsection (c) of the definition of “Change of Control” was amended to clarify that indirect holdings as well as direct holdings would be taken into account in the covenant requiring GEI to own a majority or more of the then outstanding equity interests of EDC, (2) certain defined terms were added and others were revised to provide for the transfer of the Class A membership interests in EDC from GEI to its newly created, wholly-owned subsidiary, GEI EDC Holding, Inc. and (3) the indebtedness and restricted payment covenants of the Credit Agreement were amended to authorize the entry into and repayment of specified intercompany loan transactions among EDC and certain of its affiliates.  These amendments were made to facilitate certain internal financial and corporate planning matters which did not result in any change in EDCI’s aggregate equity interest in EDC or the Company’s aggregate third party indebtedness.

A copy of the Fourth Amendment is filed with this report as Exhibit 10.1 and is hereby incorporated by reference herein. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)            On December 27, 2007, the Company and Mathew K. Behrent, the Company’s Executive Vice President, Corporate Development, entered into a letter agreement (the “Behrent Employment Agreement”) to confirm certain terms of Mr. Behrent’s continued employment with the Company, including relinquishing any right to receive options upon future acquisitions or dispositions and to reflect Mr. Behrent’s new title and duties in the position of Executive Vice President, Corporate Development of the Company, to which he was appointed on November 5, 2007.  Pursuant to the Behrent Employment Agreement, Mr. Behrent’s base salary will initially be $260,000, which is his current base salary.  Mr. Behrent will also be eligible to participate in the Company’s Incentive Bonus Plan.  In addition, the Behrent Employment Agreement provides that Mr. Behrent will be entitled to a “stay bonus” in an amount equal to his base salary, payable in a lump sum, if he remains employed by the Company through September 1, 2008 or, if a change in control as defined by the Behrent Employment Agreement occurs prior to September 1, 2008, he remains employed by the Company or any successor to the Company following the change in control through the 90 day anniversary of such change in control.  The Behrent Employment Agreement contains additional terms regarding Mr. Behrent’s employment, including, without limitation, provisions regarding severance, termination and change of control.

On December 27, 2007, the Company entered into an amended and restated letter agreement with Jordan M. Copland, its Executive Vice President and Chief Financial Officer and Interim Chief Executive Officer (the “Copland Employment Agreement”).  The terms of Mr. Copland’s original letter agreement dated December 12, 2006 (the “Original Agreement”) are described in the Company’s report on Form 8-K dated December 12, 2006.  The Copland Employment Agreement amends and restates the terms of the Original Agreement, to address certain inadvertent errors made in the Original Agreement in the definitional provisions and to conform certain additional provisions, including those regarding termination and severance, to those included in the Behrent Employment Agreement.  The Copland Employment Agreement also provides for a “stay bonus” in an amount equal to Mr. Copland’s base salary upon the same terms set forth in the Behrent Employment Agreement.  The Copland Employment Agreement does not alter any other terms of the original letter agreement, including base salary.

Messrs. Copland and Behrent also agreed to the cancellation of all outstanding stock options held by them, covering an aggregate of 585,000 and 425,530 shares, respectively.

On December 27, 2007, the Company and EDC, entered into a letter agreement (the “Costabile Supplement”) with Thomas Costabile, the President and Chief Operating Officer of EDC, supplementing Mr. Costabile’s original letter agreement dated May 9, 2005 (the “Original Agreement”) relating to Mr. Costabile’s employment by EDC.

The terms of the Original Agreement are described in the Company’s report on Form 8-K dated May 31, 2005.  The Costabile Supplement reflects Mr. Costabile’s additional position of President of EDC, to which he was appointed on November 5, 2007, and provides for the payment to Mr. Costabile of a “stay bonus” of $100,000, payable in a lump sum, if he remains employed by EDC through November 1, 2008, or, if a change in control as defined in the Costabile Supplement occurs prior to November 1, 2008, he remains employed by EDC or any successor to EDC following such change in control through the 90 day anniversary of such change in control.  The Costabile Supplement does not alter any other terms of the Original Agreement, including base salary.

A copy of the Behrent Employment Agreement, the Copland Employment Agreement and the Costabile Supplement are filed with this report as Exhibit 10.2, 10.3 and 10.4, respectively, and are hereby incorporated by reference.  The foregoing descriptions of the Behrent Employment Agreement, the Copland Employment Agreement and the Costabile Supplement do not purport to be complete and are qualified in their entirety by reference to the full text of the Behrent Employment Agreement, Copland Employment Agreement and the Costabile Supplement, respectively.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
10.1	Fourth Amendment to Credit Agreement dated as of December 20, 2007, by and among Entertainment Distribution Company, LLC, as borrower, the guarantors party thereto, the lenders party thereto and Wachovia Bank, National Association, as administrative agent.
10.2	Letter Agreement between Matthew K. Behrent and Entertainment Distribution Company, Inc. dated December 27, 2007.
10.3	Amended and Restated Letter Agreement between Jordan M. Copland and Entertainment Distribution Company, Inc. dated December 27, 2007.
10.4	Letter Agreement among Thomas Costabile, Entertainment Distribution Company, LLC and Entertainment Distribution Company, Inc. dated December 27, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENTERTAINMENT DISTRIBUTION COMPANY , INC.
Date: December 27, 2007	By:	/s/ Jordan M. Copland
		Jordan M. Copland
		Executive Vice President and Chief Financial Officer

Entertainment Distribution Company, Inc.

Exhibit Index

Exhibit No.	Description
10.1	Fourth Amendment to Credit Agreement dated as of December 20, 2007, by and among Entertainment Distribution Company, LLC, as borrower, the guarantors party thereto, the lenders party thereto and Wachovia Bank, National Association, as administrative agent.
10.2	Letter Agreement between Matthew K. Behrent and Entertainment Distribution Company, Inc. dated December 27, 2007.
10.3	Amended and Restated Letter Agreement between Jordan M. Copland and Entertainment Distribution Company, Inc. dated December 27, 2007.
10.4	Letter Agreement among Thomas Costabile, Entertainment Distribution Company, LLC and Entertainment Distribution Company, Inc. dated December 27, 2007.

EX-10.1

Exhibit 10.1

EXECUTION COPY

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2007, 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”).

W I T N E S S E T H

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:

ARTICLE I

AMENDMENT TO CREDIT AGREEMENT

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

(a) The definition of “Change of Control” is hereby amended by deleting clause (c) and replacing it with the following:

“(c) the failure of the Parent to own, directly or indirectly, a majority or more of the then outstanding Voting Stock of the Borrower.”

(b) The definition of Security Documents is hereby deleted in its entirety and replaced with the following:

“Security Documents” shall mean (i) the Security Agreement, (ii) the Pledge Agreement, (iii) from the Closing Date through the Fourth Amendment Effective Date, the Parent Pledge Agreement, (iv) on and after the Fourth Amendment Effective Date, the Intermediate Parent Pledge Agreement, (v) the Foreign Collateral Documents, (vi) the Mortgage Instruments, (vii) the Cash Collateral Account Agreement and such other documents executed and/or delivered in connection with the attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder, including, without limitation, UCC financing statements and any collateral documentation (in addition to the Pledge Agreement) with respect to the pledge of 65% of the Capital Stock of any first-tier Foreign Subsidiary.

(c) The following definitions are hereby added in appropriate alphabetical order:

(i) “Fourth Amendment Effective Date” shall mean December 20, 2007.

(ii) “Intermediate Parent” shall mean GEI EDC Holding Company, a Delaware corporation.

(iii) “Intermediate Parent Pledge Agreement” shall mean the Intermediate Parent Pledge Agreement dated as of the Fourth Amendment Effective Date executed by the Intermediate Parent in favor of the Administrative Agent, as amended, modified, restated or supplemented from time to time.

1.2 Amendment to Section 6.1.  Section 6.1 of the Credit Agreement is hereby amended by deleting clause (d) in its entirety and replacing it with the following:

(d) (i) Unsecured intercompany Indebtedness among the Credit Parties, (ii) unsecured intercompany Indebtedness among Foreign Subsidiaries, (iii) Indebtedness owed by a Foreign Subsidiary to a Credit Party and (iv) unsecured Indebtedness owed by the Borrower to (A) Entertainment Distribution Holdings GmbH in the original principal amount of eight million Euros and (B) EDC UK Holdings Limited in the original principal amount of two million five hundred thousand British Pounds; provided that, in the case of the Indebtedness described in clauses (i) and (iv), any such Indebtedness shall be (x) fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent and (y) if such Indebtedness is evidenced by promissory notes, such promissory notes shall be pledged to the Administrative Agent as Collateral for the Credit Party Obligations; provided, further, that in the case of the Indebtedness described in clause (iv), the Company shall not repay such Indebtedness with the proceeds of any Loan;

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1.3   Amendment to Section 6.10.  Section 6.10 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

6.10            Restricted Payments.

Each of the Credit Parties will not, nor will it permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except:

(a)            to make dividends or other distributions payable to any Credit Party (directly or indirectly through Subsidiaries);

(b)            to make the regularly scheduled Rebate Payments as set forth in the Supply Agreements in effect as of the Closing Date;

(c)            to make annual distributions from the Borrower to any member of the Borrower in accordance with the terms of the Borrower’s operating agreement for the purpose of paying income taxes of such member equal to the product of (i) the amount of income allocated to such member by the Borrower for federal income tax purposes, multiplied by (ii) the rate established by the Borrower’s board of directors in accordance with the terms of the Borrower’s operating agreement, not to exceed 45%; and

(d)            provided that no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof after giving effect to such payments, the Borrower may make regularly scheduled payments of principal and interest owing on the Subordinated Indebtedness in accordance with the subordination provisions of the documents and instruments evidencing such Subordinated Indebtedness.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1            Closing Conditions.

This Amendment shall become effective as of the date hereof (the “Fourth Amendment Effective Date”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent):

(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.

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(b)            Intermediate Parent Pledge.  The Administrative Agent shall have received a copy of the Intermediate Parent Pledge Agreement, duly executed by the Intermediate Parent.

(c)            Other.  The Administrative Agent shall have received such other documents, agreements or information which it may reasonably request relating to the Credit Parties and the transactions contemplated by this Amendment and any other matters relevant hereto or thereto, all in form and substance satisfactory to the Administrative Agent in its sole good faith discretion.

ARTICLE III

MISCELLANEOUS

3.1           Amended Terms.  All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.2           Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows as of the date hereof:

(a)            It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)            This Amendment has been duly executed and delivered by such Person and constitutes such Person’s valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)            No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d)            The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

3.3           Acknowledgment of Guarantors.  The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

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3.4            Credit Document.  This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

3.5            Entirety.  This Amendment and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.6            Counterparts; Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered.

3.7            GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

3.8            Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

3.9            Fees.  The Borrower agrees to pay all fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Moore & Van Allen PLLC.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF the Borrower, the Guarantors, the Lenders, and the Administrative Agent have caused this Amendment to be duly executed on the date first above written.

BORROWER:	ENTERTAINMENT DISTRIBUTION COMPANY, LLC, a Delaware limited liability company
	By:	/s/ Jordan M. Copland
	Name:	Jordan M. Copland
	Title:	Chief Executive Officer

GUARANTORS :	ENTERTAINMENT DISTRIBUTION COMPANY (USA), LLC, a Delaware limited liability company
	By:	/s/ Jordan M. Copland
	Name:	Jordan M. Copland
	Title:	Chief Executive Officer

ADMINISTRATIVE AGENT AND LENDERS:	WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
	By:	/s/ Elaine Eaton
	Name:	Elaine Eaton
	Title:	Senior Vice President

ING CAPITAL LLC, as a Lender
By:	/s/ Andrew Layton
Name:	Andrew Layton
Title:	Vice President

EX-10.2

Exhibit 10.2

December 27, 2007

Mr. Matthew K. Behrent

19 Pierrepont St., #3

Brooklyn, NY 11201

Dear Matt,

This letter confirms certain terms and conditions of your continued employment in consideration of, among other things, your new title and duties in the position of Executive Vice President, Corporate Development of Entertainment Distribution Company, Inc. (the “Company”) and your relinquishing any right to receive options upon future acquisitions or dispositions and supersedes your offer letter dated July 6, 2005 from our subsidiary, Glenayre Electronics, Inc.  This position is located in New York, New York and reports directly to the Chairman of the Board of Directors of the Company.  In this position, you are responsible for:

· The development of the Company’s business strategy,

· The identification, pursuit and project management of new opportunities on a global basis, including, without limitation, divestitures, mergers, acquisitions, investments, strategic partnerships, alliances and joint ventures, relating to both the current operating business of the Company as well as future opportunities to maximize the Company’s other assets,

· Review and approval of all key business development and customer development activities and

· such duties and services as normally are associated with such position, which may be assigned to you from time to time.

Your base compensation is $260,000 per annum (the “Base Salary”), which shall be paid in bi-weekly installments for 26 pay periods per year in accordance with the Company’s normal payroll practices.  Your Base Salary and performance will be reviewed on an annual basis each year and your Base Salary may be increased (but not decreased) in the manner determined by the Company in consultation with the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board.

You will be eligible to participate in the Company’s Incentive Bonus Plan and other bonus plans or programs as shall be established by the Board upon recommendations from management of the Company from time to time for senior executives of the Company.  In addition, you will be eligible to receive discretionary bonus awards as the Board may determine in its sole discretion from time to time.

During the term of your employment, you will be entitled to four (4) weeks of vacation in each calendar year at such times as shall be mutually convenient to you and the Company.  Your vacation will be prorated for each partial calendar year during the term of your employment.

During the term of your employment, you will receive a monthly car allowance of $700, which will cover local driving and parking expenses incurred in connection with the performance of your duties hereunder.

During the term of your employment, you may participate in all retirement plans, life, medical/dental insurance plans and disability insurance plans of the Company, as in effect from time to time, to the extent that you qualify under the eligibility requirements of each plan or program.  Details of our current benefits plan have previously been provided to you.

 In addition, you will be entitled to a “stay bonus” in an amount equal to your Base Salary payable in a lump sum if you remain employed by the Company through September 1, 2008 or, in the event a Change in Control (as defined below) occurs prior to September 1, 2008, you remain employed by the Company or any successor to the Company following a Change in Control, through the 90 day anniversary of any such Change in Control..  If earned, the Company will pay you the stay bonus within two days after September 1, 2008.

In the event your employment is terminated by the Company without Cause (as defined below) or by you with Good Reason (as defined below), the Company will pay you, subject to the limitations set forth below, a lump sum severance payment equal to the amount of your Base Salary in effect on such termination date.  You also shallbe entitled to receive the sum of (1)your accrued but unpaid Base Salary through the date of suchtermination,plus (2) your accrued but unpaid vacation pay through such dateof termination,plus(3) if you are then participating in the Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in which you are terminated, which shall be calculated and paid in accordance with the Company’s normal practices at the end of such bonus year, providedthat you have been employed by the Company for at least six months of such bonus year, plus (4) any other compensation payments or benefits which have accrued and arepayable in connection with such termination.In addition, the Company shallcontinue to provide medical and dental benefits to you and your dependents for a period of 12 months following suchdate of termination at the samelevelsof coverage and in the same manner as such benefits are availableto you and your dependents immediately prior to such Change in Control.  Your right to continue medical and dental coverage under theConsolidated Omnibus Budget Reconciliation Act of 1995 (“COBRA”) shall beginafter the expiration of the one-year period described in the foregoing sentence.

If a Change in Control(as defined below) occurs and if your employment is terminated within three years after such Changein Controlfor any reason other than Cause(as defined below), the Company shall pay you, within 10 days aftersuchtermination, in cash or equivalent,a lump sum severance benefit equal to250% ofyour Base Salary in effect on such termination date (or if thebasesalary was greaterprior to such Change in Control, 250% of your Base Salary in effect on the date immediately preceding such Change in Control), provided that, in the event you have received the “stay bonus”

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payment above in the calendar year in which such severance benefit becomes payable, the amount of the severance benefit paid to you shall be reduced by the amount of such “stay bonus”. You also shallbe entitled to receive the sum of (1)your accrued but unpaid Base Salary through the date of suchtermination,plus (2) your accrued but unpaid vacation pay through such dateof termination,plus(3) if you are then participating in the Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in which you are terminated, which shall be calculated and paid in accordance with the Company’s normal practices at the end of such bonus year, providedthat you have been employed by the Company for at least six months of such bonus year, plus(4) any other compensation payments or benefits which have accrued and arepayable in connection with such termination.In addition, the Company shallcontinue to provide medical and dental benefits to you and your dependents for a period of 12 months following suchdate of termination at the samelevelsof coverage and in the same manner as such benefits are availableto you and your dependents immediately prior to such Change in Control.  Your right to continue medical and dental coverage under COBRA shall beginafter the expiration of the one-year period described in the foregoing sentence.

Notwithstanding anytermstothe contrary contained in the Company’s Stock Option Agreement and the Glenayre Long Term Incentive Plan or any successor plan, upon termination of your employment (i) for any reason other than Cause within three years after a ChangeinControl, (ii) by the Company without Causeor (iii) by you for Good Reason, all options granted to you under such option plans shall become immediately vested and immediately exercisable and shall remainexercisable for a period equal to the lesser of 12 months following such date of termination or the remaining maximum term of the option.  Further, upon termination of your employment by reason of your voluntary resignation, all options granted to you by the Company pursuant to such option plans which have vested as of the date of such voluntary resignation shall remain exercisable for a period equal to the lesser of six months following such date of termination or the remaining maximum term of the option.

Notwithstanding the foregoing, if any benefit or amount payable to you under this letter on account of your termination of employment constitutes “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A of the Internal Revenue Code (“409A”), payment of such Deferred Compensation shall commence when you incur a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation from Service”).  However, if you are a “specified employee” within the meaning of 409A at the time of your Separation from Service, any Deferred Compensation payable to you under this letter on account of your termination of employment shall be delayed until the first day of the seventh month following your Separation from Service (the “409A Suspension Period”).  Within 14 calendar days after the end of the 409A Suspension Period, the Company shall pay to you a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest rate of not less than the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to provide under this letter but for the imposition of the 409A Suspension Period.  Thereafter, you shall receive any remaining payments due

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under this letter in accordance with its terms as if there had not been any suspension period beforehand.

For purposes of this letteragreement:

(1)            “Cause” means (1) your resignation, except for Good Reason, from the office of Executive Vice President, Corporate Development of the Company; (2) dishonesty or fraud on the part of the employee which is intended to result in the employee’s substantial personalenrichmentat the expense of the Company or its affiliates; (3) a material violation ofthe employee’sresponsibilities as an executive of the Company or itssubsidiarieswhich is willful and deliberate; or (4) the conviction (after the exhaustionofall appeals) of the employeeof a felony involving moral turpitude or theentryof a plea of nolo contendere for such a felony; provided, that in no event shall “Cause”include (i) any personal or policy disagreement between the employeeandtheCompany or any member of the boardof directors of the Companyor (ii) any action taken by theemployee inconnection with the employee’s duties if the employeeacted in good faithandin a manner the employeereasonably believed to be in the best interest oftheCompany and had no reasonable cause to believe the employee’s conduct wasunlawful.

(2)            “Change in Control”means any of the following:(a)the acquisition, directly or indirectly after the date ofthis letter agreement, in one or a series of transactions, of 25% or more ofthe Company’s common stock by any “person”as that term is defined inSection 13(d)(3) of the Securities Exchange Actof 1934, as amended;(b) the consummation of a merger, consolidation, shareexchange or similar transaction of the Company with any othercorporation, entity or group, as a result of which the holders of thevoting capital stock of the Companyimmediately prior to such merger, consolidation, share exchange or similar transaction,as a group,would receive less than50% of the voting capital stock of the surviving or resultingcorporation;(c)the consummation of an agreement providing for the sale ortransfer (other than a security for obligations of the Company) ofsubstantially all the operating assets of the Company;(d)individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or pursuant to a negotiated settlement with any such Person to avoid the threat of any such contest or solicitation.

(3)            “Good Reason” means the occurrence of any of the following events provided you (A) notify the Board in writing within 90 days following the initial occurrence of the events that are alleged to constitute good reason and specifying the events that are alleged to constitute good reason and (B) terminate your employment within 90 days of the date

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of your notice if the Company does not cure said events within 30 days after the date of your notice: (i) any material breach by the Company of the terms of this letter agreement or any material diminution by the Company of your authority, duties or responsibilities with the Company as specified in the first paragraph of this letter agreement;; (ii) any relocation of your principal office to a location which is more than 25 miles outside of New York, New York; or (iii) any request by the Company for you to report to someone other than the Chairman of the Company’s Board of Directors, except where such request is specifically approved by you.  For the avoidance of doubt, the parties hereto confirm that a sale of the assets or equity of Entertainment Distribution Company, LLC, a wholly-owned subsidiary of the Company, shall constitute a sale of substantially all the operating assets, but shall not alone constitute a material diminution by the Company of your duties or responsibilities.

This letter agreement may not be modified or amended in any way unless in a writing signed by each of the parties hereto.

Please confirm the terms and conditions set forth herein by countersigning this letter in the space provided below.

Sincerely,

/s/ Clarke Bailey

Clarke Bailey

Chairman of the Board

Accepted by:	/s/ Matthew K. Behrent	Date:	December 27, 2007
	Matthew K. Behrent

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EX-10.3

Exhibit 10.3

December 27, 2007

Mr. Jordan M. Copland

130 Fifth Avenue

Norwood, New Jersey

07648

Dear Jordan,

This letter amends and restates your offer letter dated December 12, 2006 to address certain inadvertent errors made in such letter and to make certain other changes conforming to our current form of offer letter for management.  You will continue in the position of Executive Vice President and Chief Financial Officer of Entertainment Distribution Company, Inc. (formerly, Glenayre Technologies, Inc.) (the “Company”).  This position is located in New York, New York and reports directly to the Chief Executive Officer and/or Chairman of the Board of Directors of the Company.  You are responsible for financial planning and analysis, accounting, SEC reporting and matters related to treasury, tax, information technology, risk management and investor relations, as well as such duties and services as normally are associated with such position, which may be assigned to you from time to time.

Your base compensation will be $325,000 per annum (the “Base Salary”), which shall be paid in bi-weekly installments for 26 pay periods per year in accordance with the Company’s normal payroll practices.  Your Base Salary and performance will be reviewed on an annual basis each year and your Base Salary may be increased (but not decreased) in the manner determined by the Company in consultation with the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board.

You will be eligible to participate in the Company’s Incentive Bonus Plan and other bonus plans or programs as shall be established by the Board upon recommendations from management of the Company from time to time for senior executives of the Company.  In addition, you will be eligible to receive discretionary bonus awards as the Board may determine in its sole discretion from time to time.

In connection with your original offer letter, you were awarded options to purchase 585,000 shares of common stock of the Company, which vest as follows, provided that you are still employed by the Company as Executive Vice President and Chief Financial Officer at such time: (i) options to purchase 200,000 shares of common stock of the Company will vest on the first anniversary of December 18, 2006, the effective date of your employment (the “Effective Date”), (ii) options to purchase 200,000 shares of common stock of the Company will vest on the second anniversary of the Effective Date and (iii) the remaining options will vest on the third anniversary of the Effective Date.  This award is subject to all the terms and conditions of the Company’s Stock Option Agreement and the Glenayre Long-Term Incentive Plan.

During the term of your employment, you will be entitled to four (4) weeks of vacation in each calendar year at such times as shall be mutually convenient to you and the Company.  Your vacation will be prorated for each partial calendar year during the term of your employment.

During the term of your employment, you will receive a monthly car allowance of $700, which will cover local driving and parking expenses incurred in connection with the performance of your duties hereunder.

During the term of your employment, you may participate in all retirement plans, life, medical/dental insurance plans and disability insurance plans of the Company, as in effect from time to time, to the extent that you qualify under the eligibility requirements of each plan or program.  Details of our current benefits plan have previously been provided to you.

In addition, you will be entitled to a “stay bonus” in an amount equal to your Base Salary payable in a lump sum if you remain employed by the Company through September 1, 2008 or, in the event a Change in Control (as defined below) occurs prior to September 1, 2008, you remain employed by the Company or any successor to the Company following a Change in Control, through the 90 day anniversary of any such Change in Control.  If earned, the Company will pay you the stay bonus within two days after September 1, 2008.

In the event your employment is terminated by the Company without Cause (as defined below) or by you with Good Reason (as defined below), the Company will pay you, subject to the limitations set forth below, a lump sum severance payment equal to the amount of your Base Salary in effect on such termination date; provided that, if your employment is terminated by you for Good Reason as a result of a sale of the assets or equity of LLC, as defined below, you will only be entitled to such severance payment if you have not received the “stay bonus” described above.  You also shallbe entitled to receive the sum of (1)your accrued but unpaid Base Salary through the date of suchtermination,plus (2) your accrued but unpaid vacation pay through such dateof termination,plus(3) if you are then participating in the Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in which you are terminated, which shall be calculated and paid in accordance with the Company’s normal practices at the end of such bonus year, providedthat you have been employed by the Company for at least six months of such bonus year, plus (4) any other compensation payments or benefits which have accrued and arepayable in connection with such termination.In addition, the Company shallcontinue to provide medical and dental benefits to you and your dependents for a period of 12 months following suchdate of termination at the samelevelsof coverage and in the same manner as such benefits are availableto you and your dependents immediately prior to such Change in Control.  Your right to continue medical and dental coverage under theConsolidated Omnibus Budget Reconciliation Act of 1995 (“COBRA”) shall beginafter the expiration of the one-year period described in the foregoing sentence.

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If a Change in Control(as defined below) occurs and if your employment is terminated within three years after such Changein Controlfor any reason other than Cause(as defined below), the Company shall pay you, within 10 days aftersuchtermination, in cash or equivalent,a lump sum severance benefit equal to250% ofyour Base Salary in effect on such termination date (or if thebasesalary was greaterprior to such Change in Control, 250% of your Base Salary in effect on the date immediately preceding such Change in Control); provided that, in the event you have received the “stay bonus” payment above in the calendar year in which such severance benefit becomes payable, the amount of the severance benefit paid to you shall be reduced by the amount of such “stay bonus”; and further provided that, if your termination constitutes resignation for Good Reason as a result of the sale of the assets or equity of LLC, as defined below, such payment shall be equal to 100% of your Base Salary. You also shallbe entitled to receive the sum of (1)your accrued but unpaid Base Salary through the date of suchtermination,plus (2) your accrued but unpaid vacation pay through such dateof termination,plus(3) if you are then participating in the Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in which you are terminated, which shall be calculated and paid in accordance with the Company’s normal practices at the end of such bonus year, providedthat you have been employed by the Company for at least six months of such bonus year, plus(4) any other compensation payments or benefits which have accrued and arepayable in connection with such termination.In addition, the Company shallcontinue to provide medical and dental benefits to you and your dependents for a period of 12 months following suchdate of termination at the samelevelsof coverage and in the same manner as such benefits are availableto you and your dependents immediately prior to such Change in Control.  Your right to continue medical and dental coverage under COBRA shall beginafter the expiration of the one-year period described in the foregoing sentence.

Notwithstanding anytermstothe contrary contained in the Company’s Stock Option Agreement and the Glenayre Long Term Incentive Plan, upon termination of your employment (i) for any reason other than Cause within three years after a ChangeinControl, (ii) by the Company without Causeor (iii) by you for Good Reason, all options granted to you under such option plans shall become immediately vested and immediately exercisable and shall remainexercisable for a period equal to the lesser of 12 months following such date of termination or the remaining maximum term of the option.  Further, upon termination of your employment by reason of your voluntary resignation, all options granted to you by the Company pursuant to such option plans which have vested as of the date of such voluntary resignation shall remain exercisable for a period equal to the lesser of six months following such date of termination or the remaining maximum terms of the option.

Notwithstanding the foregoing, if any benefit or amount payable to you under this letter on account of your termination of employment constitutes “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A of the Internal Revenue Code (“409A”), payment of such Deferred Compensation shall commence when you incur a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation from Service”).  However, if you are a

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“specified employee” within the meaning of 409A at the time of your Separation from Service, any Deferred Compensation payable to you under this letter on account of your termination of employment shall be delayed until the first day of the seventh month following your Separation from Service (the “409A Suspension Period”).  Within 14 calendar days after the end of the 409A Suspension Period, the Company shall pay to you a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest rate of not less than the average prime interest rate, as published in the Wall Street Journal, over the 409A Suspension Period) that the Company would otherwise have been required to provide under this letter but for the imposition of the 409A Suspension Period.  Thereafter, you shall receive any remaining payments due under this letter in accordance with its terms as if there had not been any suspension period beforehand.

For purposes of this letteragreement:

(1)            “Cause” means (1) your resignation, except for Good Reason, from the office of Chief Financial Officer of the Company; (2) dishonesty or fraud on the part of the employee which is intended to result in the employee’s substantial personalenrichmentat the expense of the Company or its affiliates; (3) a material violation ofthe employee’sresponsibilities as an executive of the Company or itssubsidiarieswhich is willful and deliberate; or (4) the conviction (after the exhaustionofall appeals) of the employeeof a felony involving moral turpitude or theentryof a plea of nolo contendere for such a felony; provided, that in no event shall “Cause”include (i) any personal or policy disagreement between the employeeandtheCompany or any member of the boardof directors of the Companyor (ii) any action taken by theemployee inconnection with the employee’s duties if the employeeacted in good faithandin a manner the employeereasonably believed to be in the best interest oftheCompany and had no reasonable cause to believe the employee’s conduct wasunlawful.

(2)            “Change in Control”means any of the following:(a)the acquisition, directly or indirectly after the date ofthis letter agreement, in one or a series of transactions, of 25% or more ofthe Company’s common stock by any “person”as that term is defined inSection 13(d)(3) of the Securities Exchange Actof 1934, as amended;(b) the consummation of a merger, consolidation, shareexchange or similar transaction of the Company with any othercorporation, entity or group, as a result of which the holders of thevoting capital stock of the Companyimmediately prior to such merger, consolidation, share exchange or similar transaction,as a group,would receive less than50% of the voting capital stock of the surviving or resultingcorporation;(c)the consummation of an agreement providing for the sale ortransfer (other than a security for obligations of the Company) ofsubstantially all the operating assets of the Company, including a sale of the assets or equity of Entertainment Distribution Company LLC, a wholly-owned subsidiary of the Company (“LLC”);(d)individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent

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Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or pursuant to a negotiated settlement with any such Person to avoid the threat of any such contest or solicitation.

(3)            “Good Reason” means the occurrence of any of the following events provided you (A) notify the Board in writing within 90 days following the initial occurrence of the events that are alleged to constitute good reason and specifying the events that are alleged to constitute good reason and (B) terminate your employment within 90 days of the date of your notice if the Company does not cure said events within 30 days after the date of your notice: (i) any material breach by the Company of the terms of this letter agreement or any material diminution by the Company of your authority, duties or responsibilities with the Company as specified in the first paragraph of this letter agreement;; (ii) any relocation of your principal office to a location which is more than 25 miles outside of New York, New York; or (iii) any request by the Company for you to report to someone other than the Company’s Chief Executive Officer or the Chairman of the Company’s Board of Directors, except where such request is specifically approved by you.

No representation, promise or inducement has been made by the Company or you that is not embodied in this letter agreement.

This letter agreement may not be modified or amended in any way unless in a writing signed by each of the parties hereto.

Please confirm the terms and conditions set forth herein by countersigning this letter in the space provided below.

Sincerely,

/s/ Clarke Bailey

Clarke Bailey

Chairman of the Board

Accepted by:	/s/ Jordan Copland	Date:	December 27, 2007
	Jordan Copland

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EX-10.4

Exhibit 10.4

ENTERTAINMENT DISTRIBUTION COMPANY, INC.

December 27, 2007

Mr. Thomas Costabile

158 Brownstone Court

Old Tappan, NJ 07675

Dear Tom:

Reference is hereby made to that certain Letter Agreement dated May 9, 2005 between you, Glenayre Electronics, Inc. and Entertainment Distribution Company, LLC (the “Employment Letter”) pursuant to which you were employed as an executive officer of Entertainment Distribution Company, LLC (the “Company”).  This letter shall serve as a supplement to the Employment Letter for purposes of confirming the agreements set forth herein.

1. Duties.  Pursuant to the Employment Letter, you were engaged as Executive Vice President and Chief Operating Officer of the Company.  Effective November 5, 2007, you were appointed to the additional position of President of the Company and will continue in your current position as Chief Operating Officer.

2. Stay Bonus.  In addition to the compensation set forth in the Employment Letter, you will be entitled to a “stay bonus” in an amount equal to $100,000, payable in a lump sum, if you remain employed by the Company through November 1, 2008 or, in the event a Change in Control (as defined below) occurs prior to November 1, 2008, you remain employed by the Company or any successor to the Company following such Change in Control, through the 90 day anniversary of any such Change in Control.  If earned, the Company will pay you the stay bonus within two days after November 1, 2008.

“Change in Control” means any of the following: (a) the acquisition, directly or indirectly after the date of this letter agreement, in one or a series of transactions, of 25% or more of the common stock of Entertainment Distribution Company, Inc. (“EDCI”) by any “person” as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; (b) the consummation of a merger, consolidation, share exchange or similar transaction of EDCI or the Company with any other corporation, entity or group, as a result of which the holders of the voting capital stock of EDCI or the Company immediately prior to such merger, consolidation, share exchange or similar transaction, as a group, would receive less than 50% of the voting capital stock of the surviving or resulting corporationor entity; (c) the consummation of an agreement providing for the sale or transfer (other than a security for obligations of EDCI or the Company) of

substantially all the operating assets of EDCI or substantially all of the assets of the Company; (d) individuals who, as of the date hereof, constitute the Board of Directors of EDCI (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of EDCI; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by EDCI’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of EDCI or pursuant to a negotiated settlement with any such Person to avoid the threat of any such contest or solicitation.

3. Continuation of Employment Letter.  Except as modified by this supplemental letter, the Employment Letter shall continue in full force and effect in accordance with its terms.

If the foregoing is acceptable to you, please sign where provided below.

ENTERTAINMENT DISTRIBUTION COMPANY LLC
By:	/s/ Jordan Copland
	Title:	Interim CEO

ENTERTAINMENT DISTRIBUTION COMPANY, INC.
By:	/s/ Clarke Bailey
	Title:	Chairman

AGREED:

/s/ Thomas Costabile                        

THOMAS COSTABILE