EXHIBIT 10.18
[On Letterhead of SIGNET]
August 18, 1997
Xx. Xxxxx Xxxxxx, CFO
American Passage Media, Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000 - 4608
Re: Waiver and Amendment Relating to Commitment Reductions
Dear Mr. Leeds:
Reference is hereby made to that certain Business Loan Agreement (as
amended prior to the date hereof, as amended hereby and as may be amended from
time to time hereafter, "Credit Agreement") dated as of September 13, 1996 by
American Passage Media, Inc. ("Borrower") and Signet Bank/Virginia (as
predecessor in interest to Signet Bank, "Signet Bank") and the Promissory Note
by the Borrower to the order of Signet Bank dated September 30, 1996 ("Note").
Under the Note section relating to the Borrower's Reducing Revolver
Commitment Amount, Borrower must reduce the revolving Commitment Amount to
$3,325,000 as of June 30, 1997 and to $3,150,000 as of December 31, 1997.
Through this letter, Signet Bank hereby waives any Default or Event of Default
under the Credit Agreement caused by Borrower's failure to make the payment of
principal due as a result of the reduction scheduled to have occurred on June
30, 1997. Signet Bank also waives the otherwise required reduction of the
revolving Commitment Amount scheduled to occur on December 31, 1997 and
permanently amends and restates the commitment reduction schedule as follows:
Amended Amended
Commitment Amount Annual Reduction By %
----------------- ---------------------
December 31, 1996 $3,500,000 0%
June 30, 1997 $3,500,000
December 31, 1997 $3,500,000 0%
June 30, 1998 $3,150,000
December 31, 1998 $2,800,000 20%
June 30, 1999 $2,450,000
December 31, 1999 $2,100,000 20%
June 30, 2000 $1,662,500
December 31, 2000 $1,225,000 25%
June 30, 2001 $ 787,000
September 31, 2001 $0 35%
Notwithstanding the foregoing, the reducing revolving credit facility will
reduce to zero ($0.0) as of September 31, 2001 (Maturity).
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Additionally, for the required reporting period ending September 31,
1997 and for each subsequent required reporting period that would effected, the
Borrower may add up to $153,900 (the actual amount of cash paid to Xxxxxxx
Xxxxxxx for the early retirement of future contractual payments owed to him
under the CONSULTING AND NON-COMPETITION AGREEMENT, dated September 13,1996) to
its Operating Cash Flow but only to the extent that the income from continuing
operations serving as the basis for such Operating Cash Flow has been reduced by
at least that amount in accounting for these payments.
In consideration of and as compensation to Signet Bank for the value
and benefit directly received by Borrower for this amendment, Borrower agrees to
pay Signet Bank an amendment fee of $15,000, due and payable in immediately
available funds upon execution of this waiver and amendment by Borrower.
Except as expressly amended hereby, all other terms of the Credit
Agreement and Related Documents remain in full force and effect and unchanged.
In addition, Signet Bank's agreement hereby to amend the Note will not obligate
Signet Bank to otherwise amend the Credit Agreement or any Related Document in
any manner at any time in the future or to waive compliance (temporarily or
otherwise) with any provision of any Related Document. Capitalized terms used
herein without separate definition have the meaning ascribed to such terms in
the Credit Agreement.
Please evidence Borrower's agreement to the terms of this Amendment and
to Borrower's payment of Lender's reasonable attorney's fees in connection with
the Credit Agreement amendment by signing a copy of this letter where indicated
below and returning it to me by overnight courier (with a copy to Xxx
Xxxxxxxxxx). This agreement by Lender to amend the Credit Agreement expires, if
not accepted by Borrower through execution of this letter, on Friday August 22,
1997.
Yours truly,
/s/ Xxx X. Xxxxxxxx
-----------------------------------
Xxx X. Xxxxxxxx, Vice President
Signet Bank
cc: Xx. Xxx Xxxxx, American Passage Media, Inc.
Xx. Xxxxx X. Xxxxxxxx, Signet Bank
_____________________________________________
Agreed and Accepted:
American Passage Media, Inc.
/s/ Xxxxx X. Xxxxxx
-------------------------------
By:
Title: EVP/CFO
Date: 8/28/97
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