AMENDMENT NUMBER FOUR TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of March 20,
1997, is entered into by and among FOOTHILL CAPITAL CORPORATION, a
California corporation ("Foothill"), on the one hand, and LIVE FILM AND
MEDIAWORKS, INC., a Delaware corporation, LIVE AMERICA INC., a Delaware
corporation, and VESTRON INC., a Delaware corporation, (individually or
collectively, "Borrower"), on the other hand, with reference to the
following facts:
FACTS
FACT ONE: Foothill and Borrower have previously entered into
that certain Amended and Restated Loan and Security Agreement, dated as of
November 14, 1994, (as amended and restated, the "Agreement").
FACT TWO: Foothill and Borrower desire to further amend the
Agreement as provided herein. Terms defined in the Agreement which are used
herein shall have the same meanings as set forth in the Agreement, unless
otherwise specified.
NOW, THEREFORE, Foothill and Borrower hereby modify and amend the
Agreement as follows:
1. Notwithstanding anything to the contrary of Section 3.4 of
the Agreement, the Agreement shall continue in full force and effect for a
term ending on March 1, 1998.
2. Notwithstanding anything to the contrary of Section 2.8(d)
of the Agreement, Foothill has agreed to waive Foothill's financial
examination requirements for the next six months, however, Borrower agrees
to give Foothill xxxxxx (30) days prior notice via telephonic of Borrowers
anticipated borrowings to allow Foothill ample time to perform and complete
its financial examination prior to any advances to Borrower.
3. In order to induce Foothill to enter into this Amendment,
Borrowers represent and warrant to Foothill that:
(a) as of the date hereof, after giving effect to this
Amendment, no Event of Default, or event or occurrence which, with the
passage of time or notice or both, would constitute an Event of Default,
is continuing;
(b) all of the representations and warranties set forth
in the Agreement are true, complete and accurate in all respects as of the
date hereof (except for representations and warranties which are expressly
stated to be true and correct as of the Closing Date); and
(c) this Amendment has been duly executed and delivered
by Borrowers, and after giving effect to this Amendment, the Agreement
continues to constitute the legal, valid and binding agreements and
obligations of each Borrower, enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency, and
similar laws and equitable principles affecting the enforcement of creditors'
rights generally.
4. This Amendment may be executed in any number of counterparts
and by different parties on separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original, and all of which,
when taken together, shall constitute but one and the same Amendment.
Delivery of an executed counterpart of this Amendment telefacsimile shall be
equally as effective as delivery of an manually executed counterpart of this
Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile also shall deliver a manually executed counterpart of this
Amendment but failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.
5. Borrowers shall pay to Foothill a fee of 24, 300. Said fee
shall be fully-earned, non-refundable, and due and payable on the date of
signing and delivery of this Amendment by Borrowers to Foothill.
6. In the event of a conflict between the terms and provisions
of this Amendment and the terms and provisions of the Agreement, the terms
and provisions of this Amendment shall govern. In all other respects, the
Agreement, as supplemented, amended and modified, shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first hereinabove written.
FOOTHILL CAPITAL CORPORATION LIVE FILM AND MEDIAWORKS,
INC.
By:__________________________________ By______________________________
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
Assistant Vice President Executive Vice President & CFO
LIVE AMERICA, INC. VESTRON INC.
By___________________________________ By______________________________
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Xx. Vice President & CFO Executive Vice President & CFO
REAFFIRMATION OF GUARANTORS
By its acceptance below as of this 20th day of March, 1997, the undersigned
guarantor hereby reaffirms its Continuing Guaranty dated November 16, 1994,
and consents to the above-stated terms.
LIVE ENTERTAINMENT INC.
By____________________________________
Xxxxxx X. Xxxxxx
Executive Vice President & CFO
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By its acceptance below as of this 20th day of March, 1997, the undersigned
guarantor hereby reaffirms its Continuing Guaranty dated November 16, 1994,
and consents to the above-stated terms.
LIVE VENTURES INC.
By____________________________________
Xxxxxx X. Xxxxxx
Executive Vice President & CFO
Agreed and acknowledged this
day of April, 1997
IMERIAL BANK
By ________________________________
Print Name ________________________
Its _______________________________
LA100 2/26/97lmg
