AMENDMENT I TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT I dated as of March 30, 1998 to the Amended and Restated Credit Agreement dated as of October 15, 1997 (the "CREDIT AGREEMENT") among METRO- GOLDWYN-MAYER STUDIOS INC. ("MGM"), ORION...
EXHIBIT 10.4
AMENDMENT I
TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT I dated as of March 30, 1998 to the Amended and Restated Credit
Agreement dated as of October 15, 1997 (the "CREDIT AGREEMENT") among METRO-
XXXXXXX-XXXXX STUDIOS INC. ("MGM"), ORION PICTURES CORPORATION ("ORION" and,
together with MGM, the "BORROWERS"), the LENDERS listed on the signature pages
thereof, the L/C ISSUERS named therein, XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Agent (the "AGENT") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Syndication Agent.
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Credit Agreement to modify
certain financial covenants;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, from and after the date hereof, refer
to the Credit Agreement as amended hereby.
SECTION 2. Amendment to "Adjusted EBITDA to Cash Interest Expense"
Covenant. Section 5.11 of the Credit Agreement is amended by restating the
first three rows of the table set forth therein to read as follows:
03/31/98 1.10:1
06/30/98 1.10:1
09/30/98 1.10:1
SECTION 3. Amendment to "Total Borrowed Funds to Adjusted EBITDA"
Covenant. Section 5.12 of the Credit Agreement is amended by deleting the first
four rows (from the row beginning "03/31/98" through and including the row
beginning "12/31/98") of the table set forth therein.
SECTION 4. No Waiver. This Amendment shall not operate as a waiver of
any right, remedy, power or privilege of the Lenders under any Loan Document or
of any other term or condition thereof.
SECTION 5. Representations of Borrowers. Each of the Borrowers represents
and warrants that, on and as of the Amendment Effective Date (as hereinafter
defined) and after giving effect to this Amendment, (i) the representations and
warranties of the Obligors set forth in the Loan Documents will be true and
correct in all respects and (ii) no Default will have occurred and be
continuing.
SECTION 6. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 8. Effectiveness. This Amendment shall become effective as of the
date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Agent shall
have received from each of the Borrowers and the Required Lenders a counterpart
hereof signed by such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
METRO-XXXXXXX-XXXXX
STUDIOS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Senior Executive Vice President
and Chief Financial Officer
ORION PICTURES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Senior Executive Vice President
and Chief Financial Officer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Agent
and as Lender
By: /s/ R. Xxxxx Xxxxxxxxxxxx
--------------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Syndication Agent and as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
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THE CHASE MANHATTAN BANK
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Title: Managing Director
SOCIETE GENERALE
By: ____________________________________
Title:
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Title: Relationship Manager
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Senior Vice President & Director
FLEET NATIONAL BANK
By: ____________________________________
Title:
4
ING (U.S.) CAPITAL CORPORATION
By: _______________________________
Title:
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By ING Capital Advisors, Inc., as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Vice President & Portfolio Manager
KZH-ING-1 CORPORATION
By: _______________________________
Title:
ARCHIMEDES FUNDING LLC
By ING Capital Advisors, Inc., as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Vice President & Portfolio Manager
5
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: __________________________
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By: __________________________
Title:
DEBT STRATEGIES FUND, INC.
By: __________________________
Title:
THE BANK OF NEW YORK
By: __________________________
Title:
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxx Tat
__________________________
Title: Vice President
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Senior Vice President & Senior
Deputy General Manager
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES
AGENCY
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Title: Deputy General Manager
UNION BANK OF CALIFORNIA
By: /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------------
Title: Assistant Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Title: Duly Authorized Signatory
For ARAB BANKING CORPORATION
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Title: Vice President & Manager
Los Angeles Xxxxxxxxxxxxxx
Xxxxxx
0
XXXX XX XXXXXX
By: /s/ Xxxxxxxxx X. XxxXxxx
---------------------------------------
Title: Vice President
PILGRIM AMERICA PRIME RATE
TRUST
By Pilgrim America Investments, Inc., as its
Investment Manager
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Title: Assistant Portfolio Manager
SANWA BUSINESS CREDIT
CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------------
Title: Vice President
GULF INTERNATIONAL BANK B.S.C.
By: /s/ Abdel-Fattah Tahoun
---------------------------------------
Title: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Title: Assistant Vice President
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx XX
------------------------
Title: Managing Director
BANQUE WORMS CAPITAL
CORPORATION
By: /s/ Xxxxxxxx Xxxxx
------------------------
Title: Senior Vice President
By: /s/ Xxxxxxxxx xx Xxxxx
------------------------
Title: Vice President
CITY NATIONAL BANK, a National
Banking Association
By: /s/ Xxxxxxx X. XxXxxx
------------------------
Title: Vice President
FIRST HAWAIIAN BANK
By: /s/ Xxxxxx X. Xxxxx
------------------------
Title: Vice President
9
INDOSUEZ CAPITAL FUNDING III,
LIMITED
By Indosuez Capital, as Portfolio Advisor
By:
--------------------------------------
Title:
CITIBANK, N.A.
By: /s/ Xxxx X. Xxxxxxxxxxx
--------------------------------------
Title: Vice President
PACIFIC LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxx
--------------------------------------
Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Title: Vice President
PFL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Vice President & Assistant
Secretary
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PRIME INCOME TRUST
By:/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Title: Vice President
PAMCO CAYMAN LTD.
By Protective Asset Management Company,
as Collateral Manager
By:/s/ Xxxxx Xxxxxxx
-----------------------------------
Title: President, Protective Asset
Management Company
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
By:/s/ Xxxx Xxxxxxx
-----------------------------------
Title: Director
KZH-ING-2 CORPORATION
By:
-----------------------------------
Title:
XXXXXX XXXXXXX SENIOR
FUNDING, INC.
By:
----------------------------------
Title:
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CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
By Protective Asset Management Company,
as Attorney-in-Fact
By:/s/ Xxxxx Xxxxxxx
---------------------------------------
Title: President, Protective Asset
Management Company
ML CBO IV (CAYMAN) LTD.
By Protective Asset Management Company,
as Collateral Manager
By:/s/ Xxxxx Xxxxxxx
---------------------------------------
Title: President, Protective Asset
Management Company
SENIOR DEBT PORTFOLIO
By Boston Management & Research, as
Investment Advisor
By:/s/ Payson X. Xxxxxxxxx
---------------------------------------
Title: Vice President
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD. (as assignee)
By Pilgrim America Investments, Inc., as its
Investment Manager
By:/s/ Xxxxxx X. Xxxx
---------------------------------------
Title: Assistant Portfolio Manager
12
CYPRESSTREE INVESTMENT
PARTNERS I, LIMITED
By CypressTree Investment Management
Company, as Portfolio Manager
By: /s/ Xxxxxxxxx X. XxXxxxxxx
-----------------------------------
Title: Principal
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By: ___________________________________
Title:
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO
By: ___________________________________
Title:
ABN AMRO BANK N.V.
By: /s/ Xxxxxxx O'X. Xxxxx
-----------------------------------
Title: Group Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
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BDC FINANCE LLC
By:
--------------------------------------
Title:
NATEXIS BANQUE - BFCE
By: /s/ Xxxxxx Touffu
--------------------------------------
Title: First Vice President and
Regional Manager
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Assistant Vice President
FC CBO LIMITED
By:
--------------------------------------
Title:
FREMONT FINANCIAL
CORPORATION
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Title: Joint General Manager
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XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ Xxxxxxx X. XxXxxxxxxx
----------------------------
Title: Authorized Signatory
THE SUMITOMO BANK, LIMITED
By: /s/ X. Xxxxx
----------------------------
Title: Senior Vice President
By: /s/ X.X. Xxxxxxxx
----------------------------
Title: Vice President
THE TORONTO-DOMINION BANK
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Manager, Credit Administration
KEYPORT LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Good
----------------------------
Title: Vice President & Portfolio Manager
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By ING Capital Advisors, Inc., as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Title: Vice President & Portfolio Manager
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