FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
June 17, 1997, among MOOVIES, INC., a corporation organized and existing under
the laws of the state of Delaware (the "Borrower"), the Banks party to the
Credit Agreement referred to below and BANQUE PARIBAS, as Agent (the "Agent").
Unless otherwise defined herein, capitalized terms used herein and defined in
the Credit Agreement referred to below are used herein as so defined.
W I T N E S S E T H:
WHEREAS, the Borrower, various financial institutions from time to time
party thereto (the "Banks") and Banque Paribas, as Agent, have entered into a
Credit Agreement dated as of March 14, 1997 (as in effect on the date hereof,
the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided; and
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. Section 1.01(b) of the Credit Agreement is hereby amended by
inserting the following text immediately prior to the last sentence appearing
therein:
"Notwithstanding anything to the contrary contained herein, the
aggregate principal amount of Capital Expenditure Loans incurred during the
period commencing on the First Amendment Effective Date and ending on December
31, 1997, shall not exceed an amount equal to the remainder of (x) $7,000,000
less (y) the aggregate principal amount of Revolving Loans incurred during such
period, provided, that the limitation contained in the preceding clause shall
not apply to a Borrowing of Capital Expenditure Loans if, on or
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prior to the date of such Borrowing, the Borrower delivers to the Agent a
certification from its chief financial officer stating that the Borrower will be
in compliance with the covenants contained in Sections 9.09 through 9.14,
inclusive, as of December 31, 1997 and thereafter."
2. Section 1.01(c) of the Credit Agreement is hereby amended by
inserting the following text immediately following the last sentence appearing
therein:
"Notwithstanding anything to the contrary contained herein, the
aggregate principal amount of Revolving Loans incurred during the period
commencing on the First Amendment Effective Date and ending on December 31,
1997, shall not exceed an amount equal to the remainder of (x) $7,000,000 less
(y) the aggregate principal amount of Capital Expenditure Loans incurred during
such period, provided, that the limitation contained in the preceding clause
shall not apply to a Borrowing of Revolving Loans if, on or prior to the date of
such Borrowing, the Borrower delivers to the Agent a certification from its
chief financial officer stating that the Borrower will be in compliance with the
covenants contained in Sections 9.09 through 9.14, inclusive, as of December 31,
1997 and thereafter."
3. Section 9.02(ii) of the Credit Agreement is hereby amended by
inserting the following text "provided, that, without the consent of the
Required Banks, during the period commencing on the First Amendment Effective
Date and ending on December 31, 1997, the Borrower will not enter into any
obligation or commitment in connection with the opening of any new video store
(including, but not limited to, any new lease (as lessee) of real property)
unless the Borrower first delivers to the Agent written notice thereof (which
notice shall contain a certification from the chief financial officer of the
Borrower stating that the Borrower is and will be in compliance with the
covenants contained in Sections 9.09 through 9.14, inclusive, as of December 31,
1997 and thereafter" immediately prior to the semicolon appearing therein.
4. Section 9.10 of the Credit Agreement is hereby amended by (i)
deleting the following portion of the table appearing therein:
"June 30, 1997 3.20:1.0"
and (ii) inserting in lieu thereof the following new portion of the table:
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"June 30, 1997 2.80:1.0"
5. Section 9.11 of the Credit Agreement is hereby amended by (i)
deleting the following portion of the table appearing therein:
"June 30, 1997 2.60:1.0
September 30, 1997 2.60:1.0"
and (ii) inserting in lieu thereof the following new portion of the table:
"June 30, 1997 3.90:1.0
September 30, 1997 3.55:1.0"
6. Section 9.14 of the Credit Agreement is hereby amended by (i)
deleting the following portion of the table appearing therein:
"June 30, 1997 $24,750"
and (ii) inserting in lieu thereof the following new portion of the table:
"June 30, 1997 $22,000"
7. Section 11 of the Credit Agreement is hereby amended by (i) deleting
the definition of Applicable Margin appearing therein and (ii) inserting the
following new definition in lieu thereof:
"Applicable Margin" shall mean a percentage per annum equal to, (A)
until such time as the Borrower demonstrates compliance with Section 9.11 of the
Credit Agreement (as such Section 9.11 exists immediately prior to the First
Amendment Effective Date), (i) in the case of Base Rate Loans, 2.00% and (ii) in
the case of Eurodollar Loans, 3.00% or (B) thereafter, (i) in the case of Base
Rate Loans, 1.75% and (ii) in the case of Eurodollar Loans, 2.75%.
8. Section 11 of the Credit Agreement is hereby further amended by
inserting in the appropriate alphabetical order the following definition:
"First Amendment Effective Date" shall mean the date on which the First
Amendment to this Agreement, dated as of June 17, 1997, becomes effective.
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9. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations, warranties
and agreements contained in Section 7 of the Credit Agreement are true and
correct in all material respects on and as of the First Amendment Effective Date
(except with respect to any representations and warranties limited by their
terms to a specific date, which shall be true and correct in all material
respects as of such date) and (ii) there exists no Default or Event of Default
on the First Amendment Effective Date after giving effect to this Amendment.
10. The Borrower agrees to pay a non-refundable consent fee (such fee
being in addition to and not creditable against any other amounts due in
connection with any of the Credit Documents) equal to 1/8 of 1% of the aggregate
Commitments and, without duplication, Loans of each Bank which shall have signed
a written counterpart hereof and shall have delivered the same (including by way
of telecopier) to the Agent at the Notice Office prior to 3:00 p.m. on June 17,
1997.
11. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
12. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
13. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
14. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower and the Required Banks shall have
signed a written counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of telecopier) the same to the Agent
at the Notice Office.
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15. From and after the First Amendment Effective Date, all references
in the Credit Agreement and the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed and delivered as of the date first above written.
MOOVIES, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
BANQUE PARIBAS,
Individually and as Agent
By:___________________________________
Name:_________________________________
Title:________________________________
By:___________________________________
Name:_________________________________
Title:________________________________
CAROLINA FIRST BANK
By:__________________________________
Name:________________________________
Title:_______________________________
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CREDITANSTALT-BANKVEREIN
By
Name :
Title:
By
Name :
Title:
FIRST SOURCE FINANCIAL LLP
By: FIRST SOURCE FINANCIAL, INC.,
its agent/manager
By:__________________________________
Name:________________________________
Title:_______________________________
FLEET FINANCIAL GROUP
By:_________________________________
Name:_______________________________
Title:______________________________
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XXXXXXX NATIONAL LIFE INSURANCE COMPANY,
By:PPM AMERICA, Inc., as attorney in fact,
on behalf of Xxxxxxx National Life
Insurance Company
By:___________________________________
Name:_________________________________
Title:________________________________
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:____________________________________
Name:__________________________________
Title:_________________________________
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
0000XX00.X00
XXXXXXX CAPITAL FUNDING LLC
By:____________________________________
Name:__________________________________
Title:_________________________________
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