Exhibit 10.41
[Execution]
SIXTH AMENDMENT TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (herein called the
"Amendment") is dated as of February 7,2001, by and among Hispanic Television
Network, Inc., a Delaware corporation ("Borrower") and Xxxx Xxxxx Strategic
Partners, L.P. and GAINSCO, Inc. (collectively, "Majority Lenders"),
representing all Lenders, as defined in the Original Loan Agreement defined
below.
WITNESSETH:
WHEREAS, Borrower, Majority Lenders and the other Lenders set forth
therein entered into that certain Loan Agreement dated as of July 25, 2000
(as amended, supplemented or modified to the date hereof, the "Original Loan
Agreement"), for the purpose and consideration therein expressed, whereby
Lenders became obligated to make loans to Borrower as therein provided and
pursuant to which Borrower issued certain notes to the Lenders in the amounts
as set forth in the Lenders Schedule (collectively, the "Original Notes");
WHEREAS, the Lenders have issued certain proxies or have executed
that certain Letter Agreement dated as of January 24,2001, authorizing
Majority Lenders to amend the Original Loan Agreement, the Original Notes and
all other Loan Documents on behalf of all Lenders for the purpose set forth
herein;
WHEREAS, Borrower and Majority Lenders desire to amend the Original
Loan Agreement and the Original Notes for the purpose set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Loan Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
DEFINITIONS AND REFERENCES
Section 1.1. TERMS DEFINED IN THE ORIGINAL LOAN AGREEMENT. Unless
the context otherwise requires or unless otherwise expressly defined herein,
the terms defined in the Original Loan Agreement shall have the same meanings
whenever used in this Amendment.
Section 1.2. OTHER DEFINED TERMS. Unless the context otherwise
requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this Section 1.2.
"AMENDMENT" means this Sixth Amendment to Loan Agreement.
"LOAN AGREEMENT" means the Original Loan Agreement as amended
hereby.
ARTICLE II.
AMENDMENTS TO ORIGINAL LOAN AGREEMENT
Section 2.1. DEFINITIONS. The following definitions in Article 7 of the
Original Loan Agreement are hereby deleted in their entirety and replaced
with the following:
"Initial Gorriti Payment" shall mean the equity payment made by
Gorriti to the Company on or before February 9,2001, in an amount which
is greater than or equal to $1,500,000."
"Maturity Date" shall mean the following:
(a) February 9, 2001, if none of the following
clauses (b) through (d) are satisfied to Lenders'
satisfaction;
(b) March 31,2001, if the Company has received
the Initial Gorriti Payment on or before February 9,2001, and
has provided evidence of such payment to Lenders in form
satisfactory to Lenders;
(c) April 30,2001, if:
(i) the Company satisfied section (b) of
this definition, and
(ii) on or before February 28, 2001, (1) the
Company has received the Initial $500,000 Payment and
has provided evidence of such payment to Lenders in
form satisfactory to Lenders, (2) the CN Acquisition
has occurred, (3) CN does not in any manner owe and
is not in any manner liable for Indebtedness which in
the aggregate exceeds $5,250,000, the terms of which
are acceptable to Majority Lenders, in their sole
discretion, (4) the Extension Conditions are
satisfied, and (5) the Company has paid Xxxxxxxx &
Knight L.L.P. for all fees and expenses incurred in
connection with the Loan Agreement and other Loan
Documents, including all amendments thereto; and
(d) thereafter, during the period from March
1,2001, through November 31,2001, the Maturity Date shall
automatically extend to the last date of the month immediately
succeeding the previous Maturity Date if (i) the Company
satisfied section (c) of this definition, (ii) the Company
receives an additional equity payment from Gorriti on or
before the last day of the then current month in an amount
equal to or greater than $500,000, (iii) the Company has
received all such prior required monthly payments, and (iv)
the Company has provided evidence of each such payment to
Lenders in form satisfactory to Lenders.
In no event shall the Maturity Date exceed January 31, 2002.
ARTICLE III.
CONDITIONS OF EFFECTIVENESS
Section 3.1. EFFECTIVE DATE. This Amendment shall become effective when,
and only when:
(a) Majority Lenders shall have received, at Majority Lenders' office, a
counterpart of this Amendment, executed and delivered by Borrower.
(b) Majority Lenders shall have received such other supporting documents
as Majority Lenders may reasonably request.
Section 3.2. EXPENSES OF COUNSEL. In connection with this Amendment,
Borrower shall have the obligation to reimburse the Majority Lenders for the
fees and expenses of their counsel. The Company shall pay this amount to
Majority Lenders on or prior to February 9,2001.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to
induce Majority Lenders to enter into this Amendment, Borrower represents and
warrants to each Lender that:
(a) The Company has heretofore made a full disclosure to Majority Lenders
of its financial position, including full disclosure (either in writing or
orally) of all monetary and covenant defaults to the Loan Agreement and other
Loan Documents which exist on the date hereof. Furthermore, the Company
hereby represents and warrants that all representations and warranties
contained in Article III of the Original Loan Agreement shall be true and
correct at and as of April 2,2001, except to the extent that the facts on
which such representations and warranties are based have been changed by the
extension of credit under the Loan Agreement.
(b) Borrower is duly authorized to execute and deliver this Amendment and
is and will continue to be duly authorized to borrow monies and to perform
its obligations under the Loan Agreement. Borrower has duly taken all
corporate action necessary to authorize the execution and delivery of this
Amendment and to authorize the performance of the obligations of Borrower
hereunder end thereunder.
(c) The execution and delivery by Borrower of this Amendment, the
performance by Borrower of its obligations hereunder and the consummation of
the transactions contemplated hereby do not and will not conflict with any
provision of law, statute, rule or regulation or of the certificate of
incorporation and bylaws of Borrower, or of any material agreement, judgment,
license, order or permit applicable to or binding upon Borrower, or result in
the creation of any lien, charge or encumbrance upon any assets or properties
of Borrower. Except for those which have been obtained, no consent, approval,
authorization or order of any court or governmental authority or third party
is required in connection with the execution and delivery by Borrower of this
Amendment or to consummate the transactions contemplated hereby.
(d) When duly executed and delivered, this Amendment will be a legal and
binding obligation of Borrower, enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors' rights and by equitable
principles of general application.
ARTICLE V.
MISCELLANEOUS
Section 5.1. RATIFICATION OF AGREEMENTS. The Original Loan Agreement, as
hereby amended is hereby ratified and confirmed in all respects. The Loan
Documents as they may be amended or affected by this Amendment, are hereby
ratified and confirmed m all respects. Any reference to the Loan Agreement in
any Loan Document shall be deemed to be a reference to the Original Loan
Agreement as hereby amended.
The execution, delivery and effectiveness of this Amendment shall not, except
as expressly provided herein, operate as a waiver of any right, power or
remedy of Lenders under the Loan Agreement or any other Loan Document nor
constitute a waiver of any provision of the Loan Agreement or any other Loan
Document.
Section 5.2. SURVIVAL OF AGREEMENTS. All representations, warranties,
covenants and agreements of Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loans, and shall further survive
until all of the Obligations are paid in full. All statements and agreements
contained in any certificate or instrument delivered by Borrower hereunder or
under the Loan Agreement to any Lender shall be deemed to constitute
representations and warranties by, and/or agreements and covenants of,
Borrower under this Amendment and under the Loan Agreement.
Section 5.3. LOAN DOCUMENTS. This Amendment is a Loan Document, and all
provisions in the Loan Agreement pertaining to Loan Documents apply hereto
and thereto.
Section 5.4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance the laws of the State of Texas and any applicable
laws of the United States of America in all respects, including construction,
validity and performance.
Section 5.5. COUNTERPARTS: FAX. This Amendment may be separately executed
in counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
Amendment. This Amendment may be validly executed by facsimile or other
electronic transmission.
Section 5.6. MISCELLANEOUS. Borrower hereby warrants and Majority Lenders
hereby acknowledge that a signatory for Borrower, Xxxxx X. Xxxxxx, is a
Lender under the Loan Agreement, that full disclosure of this has been made
to Majority Lenders, that Majority Lenders and their assigns acknowledge such
disclosure, and that Borrower has agreed to release, defend and hold
harmless, Xx. Xxxxxx from any and all claims related to and arising from this
Amendment
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRIITEN ORAL AGREEMENTS OF THE PARTIES.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.
BORROWER:
HISPANIC TELEVISION NETWORK, INC.
By: /s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
Chief Financial Officer and Secretary
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman of the Board and Interim CEO
MAJORITY LENDERS:
XXXX XXXXX STRATEGIC PARTNERS, L.P.
By: GMSP Operating Partners, L.P., its general partner
By: GMSP, L.L.C.
By: /s/ J. Xxxxxxx Xxxxxxx
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J. Xxxxxxx Xxxxxxx, Principal
GAINSCO, INC.
By: /s/ X.x. Xxxxx
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Name: X.X. Xxxxx
Title: Sr. Vice President
