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EXHIBIT 10.10
FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment, dated as of December 31, 1996 (this "Amendment") is
entered into by and between VIRGIN INTERACTIVE ENTERTAINMENT, INC., a Delaware
corporation (the "Company") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (the "Bank").
RECITALS
The Company and the Bank are parties to a Second Amended and Restated
Credit Agreement dated as of December 1, 1994, as amended (the "Credit
Agreement"), to which the Bank extended a revolving and letter of credit
facility. Capitalized terms used and not otherwise defined or amended in this
Amendment shall have the meanings respectively assigned to them in the Credit
Agreement.
The Company has requested that the Bank extend the maturity date of the
facility. The Company has requested that the Bank enter into this Amendment in
order to approve and reflect the foregoing, and the Bank has agreed to do so,
all upon the terms and provisions and subject to the conditions hereinafter set
forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and
agreement hereinafter set forth, the parties hereto mutually agree as follows:
A. AMENDMENTS
Amendment of Section 1.01
1. Section 1.01 is hereby amended by deleting the date "December
31, 1996" in the definition of the "Availability Period" and substituting the
date "December 31, 1997" therefor.
2. Section 1.01 is hereby further amended by deleting the date
"March 31, 1997" in the definitions of "CD Rate Interest Period", "Offshore Rate
Interest Period" and "Revolving Maturity Date" and substituting the date "March
31, 1998" thereof.
3. Section 1.01 of the Credit Agreement is hereby further amended
by deleting "March 31, 1997" in the definition of "Revolving Maturity Date" and
substituting "March 31, 1998" therefor.
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B. REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to the Bank that:
1. No Event of Default specified in the Credit Agreement and no
event which with notice or lapse of time or both would become such an Event of
Default has occurred and is continuing;
2. The representations and warranties of the Company pursuant to
the Credit Agreement are true on and as of the date hereof as if made on and as
of said date;
3. The making and performance by the Company of this Amendment have
been duly authorized by all corporate action; and
4. No consent, approval, authorization, permit or license from any
federal or state regulatory authority is required in connection with the making
or performance of the Credit Agreement as amended hereby.
C. CONDITIONS PRECEDENT
This Amendment will become effective as of the date hereof, provided
that the Bank shall have received counterparts of this Amendment executed by the
Borrower and consented to by the Guarantor.
D. MISCELLANEOUS
1. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with same effect as if the signatures thereto and
hereto were upon the same instrument.
2. Except as herein specifically amended, all terms, covenants and
provisions of the Credit Agreement shall remain in full force and effect and
shall be performed by the parties hereto according to its terms and provisions
and all references therein or in the Exhibits shall henceforth refer to the
Credit Agreement as amended by this Amendment.
3. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written.
VIRGIN INTERACTIVE ENTERTAINMENT, INC.
By: /s/ XXXXXXX X. XXXXX
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Title: Senior Vice President
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ XXXXXXX XXXXXXX
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Title: Vice President
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CONSENT OF GUARANTOR
The undersigned, as guarantor under that certain Viacom Guarantee dated
as of September 28, 1994 made by the undersigned in favor of Bank of America
National Trust and Savings Association (the "Guarantee"), hereby consents to the
Fourth Amendment to Second Amended and Restated Credit Agreement dated as of
December 1, 1994, as amended, between Virgin Interactive Entertainment, Inc. and
Bank of America National Trust and Savings Association, and confirms that the
guarantee remains in full force and effect after giving affect thereto.
VIACOM, INC.
By: /s/ XXXXXX X. XXXXXX
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Title: Assistant Treasurer
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