Exhibit 10.32
LETTER AMENDMENT NO. 1
Dated as of November 18, 1997
To the banks, financial institutions
and other institutional lenders
(collectively, the "LENDERS") parties
to the Credit Agreement referred to
below, to Citicorp USA, Inc., as administrative
agent, (the "ADMINISTRATIVE AGENT") for such Lenders
and the other Secured Parties referred to therein,
and to Citicorp Securities, Inc., Chase Securities, Inc.
and BankBoston, N.A. as Co-Arrangers for the Facilities
referred to therein.
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of October 28, 1997 (the
"CREDIT AGREEMENT") among the undersigned and you. Capitalized terms not
otherwise defined in this Letter Amendment have the same meanings as specified
in the Credit Agreement.
We hereby request that the Lenders agree to extend the date on which
the Applicable Margin and the Applicable Percentage would increase if
outstanding Term Advances are not prepaid and Term Commitments are not reduced
with the application of Net Cash Proceeds from certain asset sales, which date
is contained in the proviso of each of the definitions of "Applicable Margin"
and "Applicable Percentage", from November 18, 1997 to December 4, 1997.
The Lenders have indicated their willingness, on the terms and
conditions stated below, to so agree. Accordingly, it is hereby agreed by the
Lenders and us that Section 1.01 of the Credit Agreement is, effective as of the
date of this Letter Amendment, amended by deleting the date "November 18, 1997"
contained in the proviso of each of the definitions of "Applicable Margin" and
"Applicable Percentage" set forth therein, and substituting therefor the date
"December 4, 1997".
This Letter Amendment shall become effective as of the date first
above written when, and only when, on or before November 21, 1997 (or such later
date as the Administrative Agent, the Borrowers and Holdings shall agree, but in
any event on or before November 30, 1997) the Administrative Agent shall have
received counterparts of this Letter Amendment executed by the undersigned and
all of the Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Letter Amendment,
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and the consent attached hereto executed by each Loan Party (other than the
Borrowers and Holdings). This Letter Amendment is subject to the provisions of
Section 9.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Letter Amendment.
The Credit Agreement, the Notes and each of the other Loan Documents,
as specifically amended by this Letter Amendment, are and shall continue to be
in full force and effect and are hereby in all respects ratified and confirmed.
Without limiting the generality of the foregoing, the Collateral Documents and
all of the Collateral described therein do and shall continue to secure the
payment of all Obligations of the Loan Parties under the Loan Documents, in each
case as amended by this Letter Amendment. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least one counterpart of this Letter
Amendment via facsimile and at least five original counterparts of this Letter
Amendment, in each case to the attention of Xxxx Xxxxxx-Xxxxx, c/x Xxxxxxxx &
Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, facsimile no. (212)
848-7179.
This Letter Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
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This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
FOX KIDS HOLDINGS, LLC, as Guarantor
By: Fox Kids Worldwide, Inc.,
as its Managing Member
By /s/ XXXX XXXXX
--------------------------------------
Name:
Title:
FCN HOLDING, INC., as Borrower
By /s/ XXX XXXXXXXXX
--------------------------------------
Name:
Title:
INTERNATIONAL FAMILY
ENTERTAINMENT, INC., as Borrower
By /s/ XXXX XXXXX
--------------------------------------
Name:
Title:
SABAN ENTERTAINMENT, INC., as Borrower
By /s/ XXXX XXXXX
--------------------------------------
Name:
Title:
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Agreed by each of the following Lenders
as of the date first above written:
CITICORP USA, INC.
By /s/ XXXXXX XXXXXXX XXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxx Xxxxxx
Title: Attorney-in-Fact
BANKBOSTON, N.A.
By /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK
By /s/ XXXX X. XXXXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
BANK OF AMERICA NT & SA
By /s/ XXXX X. XXXXX
----------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ Signed - Illegible Signature
----------------------------------
Name:
Title:
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FLEET BANK, N.A.
By /s/ XXXXX XXXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By /s/ XXXXXX SALVOLDELLI
----------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
NATIONSBANK OF TEXAS, N.A.,
By /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
TORONTO-DOMINION (TEXAS), INC.,
By /s/ XXXXXXXX X. XXXXXX
----------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
SOCIETE GENERALE, NEW YORK BRANCH,
By /s/ XXXXXX XXXXXX
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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THE BANK OF NEW YORK
By /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
BANQUE NATIONALE DE PARIS
By /s/ XXXXX XXXXXX
----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By /s/ XXXXX X. XXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY
By /s/ YASUSHI SATOMI
----------------------------------
Name: Yasushi Satomi
Title: Senior Vice President
THE SUMITOMO BANK, LIMITED
By /s/ Signed - Illegible Signature
----------------------------------
Name:
Title:
CRESTAR BANK
By /s/ J. XXXX XXXXXXX/LBM
----------------------------------
Name: J. Xxxx Xxxxxxx
Title: Vice President
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THE DAI-ICHI KANGYO BANK, LIMITED
By /s/ XXXXX XXXXXXX
----------------------------------
Name: Xxxxx Xxxxxxx
Title: AVP
THE FUJI BANK, LIMITED, LOS ANGELES AGENCY
By: /s/ XXXXXXXX XXXXXX
----------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Joint General Manager
