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EXHIBIT 10.1
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of
March 31, 2001 by and among ACME TELEVISION, LLC, a Delaware limited liability
company (the "Borrower"); the financial institutions which are now, or in
accordance with ARTICLE XIII of the Credit Agreement (hereinafter described) are
hereafter, parties to the Credit Agreement by execution of the signature pages
thereto or otherwise (collectively, the "Lenders" and each individually, a
"Lender"); CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent
for the Lenders (in such capacity as Agent, together with its successors and
assigns in such capacity, the "Agent"); and BANKERS TRUST COMPANY, as
syndication agent for the Lenders (together with its successors and assigns in
such capacity, the "Syndication Agent").
RECITALS
A. The Borrower, certain "Lenders" named therein, the Agent and the
Syndication Agent are parties to a First Amended and Restated Credit Agreement
dated as of December 2, 1997, as previously amended by Amendment No. 1 and
Amendment No. 2, each dated as of June 30, 1998, the Third Amendment to Credit
Agreement dated as of March 31, 1999, the Fourth Amendment to Credit Agreement
dated as of April 23, 1999, the Fifth Amendment to Credit Agreement dated as of
September 2, 1999, the Sixth Amendment to Credit Agreement dated as of December
31, 1999 and the Seventh Amendment to Credit Agreement dated as of December 29,
2000 (as so amended, the "Credit Agreement"). Capitalized terms used herein
without definition have the meanings assigned to them in the Credit Agreement,
unless otherwise provided.
B. The Borrower has requested that the Credit Agreement be amended to
reduce the minimum requirement for EBITDA as of March 31, 2001 from $19,000,000
to $17,000,000.
C. The Lenders are willing to agree to such amendment subject to the
conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
I. AMENDMENT TO CREDIT AGREEMENT. Subject to the satisfaction of each of the
conditions set forth in SECTION IV, the Lenders hereby agree with the Borrower
that SECTION 5.01 of the Credit Agreement shall be amended by deleting the
character and numerals, "$19,000,000" indicated opposite the March 31, 2001
quarter end in the Table set forth therein and substituting therefor
"$17,000,000." Except as specifically amended or waived hereby, the text of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect.
II. REFERENCES IN SECURITY DOCUMENTS; CONFIRMATION OF SECURITY. All references
to the "Credit Agreement" in all Security Documents, and in any other Loan
Documents shall, from and after the date hereof, refer to the Credit Agreement,
as amended by this Amendment, and all obligations of the Borrower under the
Credit Agreement, as
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amended, shall be secured by and be entitled to the benefits of said Security
Documents and such other Loan Documents. All Security Documents heretofore
executed by the Borrower and its Subsidiaries shall remain in full force and
effect and such Security Documents, as amended hereby, are hereby ratified and
affirmed.
III. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower
hereby represents and warrants to, and covenants and agrees with, the Agent and
the Lenders that:
A. The execution and delivery of this Amendment and the Joinder hereto
have been duly authorized by all requisite corporate action on the part of the
Borrower and the Subsidiaries.
B. The representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct in all material respects on
and as of the date of this Amendment as though made at and as of such date.
Since the Closing Date (and, without limitation thereof, since December 31,
2000), no event or circumstance has occurred or existed which could reasonably
be expected to have a Material Adverse Effect. As of the date hereof and after
giving effect to this Amendment, no Default has occurred and is continuing.
C. Neither the Borrower nor any Affiliate of the Borrower is required to
obtain any consent, approval or authorization from, or to file any declaration
or statement with, any Governmental Authority (including any Specified
Authority), or any other Person in connection with or as a condition to the
execution, delivery or performance of this Amendment or the Joinder hereto.
D. This Amendment and the Joinder hereto constitute the legal, valid and
binding obligations of the Borrower and its Subsidiaries enforceable against
them, jointly and severally, in accordance with their respective terms, subject
to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights and remedies of creditors generally or the application of principles
of equity, whether in any action at law or proceeding in equity, and subject to
the availability of the remedy of specific performance or of any other equitable
remedy or relief to enforce any right thereunder.
IV. CONDITIONS. The willingness of the Agent and the Lenders to amend the
Credit Agreement, is subject to the following conditions:
A. The Borrower shall have executed and delivered to the Agent (or shall
have caused to be executed and delivered to the Agent by the appropriate
persons) the following:
1. On or before the date hereof:
(a) This Amendment.
(b) The attached Joinder, duly authorized, executed and delivered by
the Borrower's Subsidiaries.
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(c) True and complete copies of any stockholders' consents and/or
resolutions of the board of directors or other governing body of the
Borrower, authorizing the execution and delivery of this Amendment)
certified by the Manager of the Borrower.
V. MISCELLANEOUS.
A. As provided in the Credit Agreement, the Borrower agrees to reimburse
the Agent upon demand for all reasonable fees and disbursements of counsel to
the Agent incurred in connection with the preparation of this Amendment and the
Joinder hereto.
B. This Amendment and the Joinder hereto shall be governed by and
construed in accordance with the internal laws of the State of New York
(excluding the laws applicable to conflicts or choice of laws).
C. This Amendment and the Joinder hereto may be executed by the parties
hereto in several counterparts hereof and by the different parties hereto on
separate counterparts hereof, all of which counterparts shall together
constitute one and the same agreement. Delivery of an executed signature page of
this Amendment and of the attached Joinder by facsimile transmission shall be
effective as an in-hand delivery of an original executed counterpart hereof.
[The next pages are the signature pages.]
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IN WITNESS WHEREOF, the Agent, the Borrower and the Lenders have caused
this Amendment to be duly executed as a sealed instrument by their duly
authorized representatives, all as of the day and year first above written.
BORROWER:
ACME TELEVISION, LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Executive Vice
President
AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
AS AGENT
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Executive Director
CIBC World Markets Corp., as
Agent
SYNDICATION AGENT:
BANKERS TRUST COMPANY,
AS SYNDICATION AGENT
By: /s/ Xxxxxxx X. Xxxxxxx
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Name:
Title:
LENDER:
CIBC INC.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Executive Director
CIBC World Markets Corp.,
as Agent
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LENDER:
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Name:
Title:
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JOINDER BY GUARANTORS
The undersigned hereby jointly and severally join in the execution of the
foregoing Eighth Amendment to Credit Agreement dated as of March 31, 2001 (the
"Amendment") to which this Joinder is attached to confirm their respective
consents to all of the transactions contemplated by the Amendment and all
agreements and instruments executed and delivered in connection therewith and
hereby jointly and severally reaffirm and ratify (a) the respective Guarantees
of the undersigned and (b) all agreements securing such Guarantees, all of which
shall in all respects remain in full force and effect and shall continue to
guarantee any and all indebtedness, obligations and liabilities of the Borrower
to the Agent and the Lenders, whether now existing or hereafter arising, on the
same terms and conditions as are set forth in their respective Guarantees.
ACME Television of Oregon, LLC
ACME Television Licenses of Oregon, LLC
ACME Television of Tennessee, LLC
ACME Television Licenses of Tennessee, LLC
ACME Television of Utah, LLC
ACME Television Licenses of Utah, LLC
ACME Television of New Mexico, LLC
ACME Television Licenses of New Mexico, LLC
ACME Subsidiary Holdings III, LLC
ACME Television of Missouri, Inc.
ACME Television Licenses of Missouri, LLC
ACME Television of Florida, LLC
ACME Television Licenses of Florida, LLC
ACME Television Licenses of Illinois, LLC
ACME Television of Illinois, LLC
ACME Television Licenses of Ohio, LLC
ACME Television of Ohio, LLC
ACME Television Licenses of Wisconsin, LLC
ACME Television of Wisconsin, LLC
By: /s/ Xxxxxx X. Xxxxx
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Duly authorized signatory as to all
