TENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Exhibit 10.1
EXECUTION
COPY
TENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
TENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of August 5, 2008 (this
“Amendment”), to the Credit and Guaranty Agreement, dated as of April 30, 2007 (as amended,
restated, supplemented or modified from time to time, the “Credit Agreement”), by and among
Xxxxxxxxx Company, a Michigan corporation (“Holdings”), Xxxxxxxxx Services Company, a
Michigan corporation (“Xxxxxxxxx Services”), certain subsidiaries of Holdings identified on
the signature page hereto as “Borrowers” (such Subsidiaries, together with Xxxxxxxxx Services, are
referred to individually as a “Borrower” and collectively, jointly and severally, as
“Borrowers”), certain subsidiaries of Holdings identified on the signature page hereto as
“Guarantors” (such subsidiaries, together with Holdings, are referred to individually as a
“Guarantor” and collectively, jointly and severally, as “Guarantors”), the lenders
party hereto from time to time (“Lenders”), and Silver Point Finance, LLC (“Silver
Point”), as administrative agent for Lenders (in such capacity, together with its successors
and assigns in such capacity, the “Administrative Agent”) and as collateral agent for
Lenders (in such capacity, together with its successors and assigns in such capacity, the
“Collateral Agent” and together with Administrative Agent, each an “Agent” and
collectively the “Agents”).
WHEREAS, Borrowers and Guarantors have requested that Agents and Lenders agree to amend
certain terms and conditions of the Credit Agreement, in each case, as more fully set forth herein;
and
WHEREAS, Agents and Lenders have agreed to make such amendments to the Credit Agreement, in
each case, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. All terms used herein which are defined in the Credit Agreement and
not otherwise defined herein are used herein as defined therein.
2. Amendments to Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new
definitions thereto, in appropriate alphabetical order, to read in their entirety as follows:
“‘Tenth Amendment’ means the Tenth Amendment to Credit and Guaranty
Agreement, dated as of August 5, 2008, by and among Credit Parties,
Lenders and Agents.”
“‘Tenth Amendment Effective Date’ has the meaning ascribed to the
term ‘Amendment Effective Date’ in the Tenth Amendment.”
“‘Tesco Business’ means the business of the Credit Parties relating
to the distribution of Inventory by the Credit Parties to Tesco
Stores.”
(b) Section 1.1 of the Credit Agreement is hereby amended by amending and restating the
definitions of the following terms contained therein to read in their entirety as follows:
“‘Revolving Commitment Termination Date’ means the earliest to occur
of (i) May 1, 2007, if the Term Loans are not made on or before that
date; (ii) April 30, 2012; (iii) the date the Revolving Commitments
are permanently reduced to zero pursuant to Section 2.12(b) or 2.13;
and (iv) the date of the termination of the Revolving Commitments
pursuant to Section 8.1.”
“‘Term Loan Maturity Date’ means the earlier of (i) September 1,
2008, and (ii) the date that all Tranche A Term Loans and Tranche B
Term Loans shall become due and payable in full hereunder, whether
by acceleration or otherwise.”
(c) The second sentence of Section 2.5 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
“The proceeds of the Revolving Loans made after the Closing Date (i)
shall be applied by the Borrowers for working capital and general
corporate purposes of Holdings and its Subsidiaries, including
Permitted Acquisitions, and (ii) on (and only on) September 1, 2008,
may be applied by the Borrowers to repay in full the outstanding
principal amount of the Tranche B Term Loans to the extent that the
aggregate outstanding principal amount of the Tranche B Term Loans
on such date (prior to giving effect to such application) is less
than $2,000,000; but shall in no event be used to make or facilitate
any Investment or Restricted Junior Payment not otherwise permitted
hereunder.”
(d) Section 2.11 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“2.11 Scheduled Payments/Commitment Reductions. (a) The aggregate
unpaid principal amount of the Term Loans together with all other
amounts owed hereunder with respect thereto, shall be paid in full
by the Borrowers no later than the Term Loan Maturity Date. (b) The
Revolving Commitments shall be (i) reduced to $20,000,000 on the
Tenth Amendment Effective Date, (ii) reduced to $15,000,000 on
August 30, 2008, (iii) reduced to $10,000,000 on October 4, 2008,
(iv) reduced from time to time in connection with any voluntary or
mandatory reductions of the Revolving Commitments in accordance with
Sections 2.11, 2.12 and 2.13, as applicable, and (v) terminated on
the Revolving Commitment Termination Date, and all amounts owed
hereunder with respect thereto, shall, in any event, be paid in full
by the Borrowers no later than the Revolving Commitment Termination
Date.”
(e) Section 2.12(c)(i) of the Credit Agreement is hereby amended by amending and restating the
last sentence thereof to read in its entirety as follows:
“Notwithstanding anything to the contrary contained in any Credit
Document, (x) from the Fifth Amendment Effective Date until (but not
including) the Tenth Amendment Effective Date, any Make-Whole Amount
that is incurred shall not be required to be paid in cash on the
date on which such Make-Whole Amount is incurred, but shall be paid-
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in-kind on such date by capitalizing such Make-Whole Amount and
adding it to the outstanding principal amount of the Tranche B Term
Loan, whereupon such Make-Whole Amount shall (i) constitute a
portion of the outstanding Tranche B Term Loan for purposes of the
Credit Agreement and all other Credit Documents, (ii) be secured by
the Collateral, (iii) constitute a portion of the Obligations owing
by the Credit Parties to Agents and Lenders, and (iv) be payable on
the Term Loan Maturity Date, and (y) on and after the Tenth
Amendment Effective Date, any Make-Whole Amount that is incurred
shall paid in cash with the proceeds of Revolving Loans; and”
(f) Section 2.13(g) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(g) Tranche A Term Loan and Revolving Loans. The Borrowers
shall make the payments required by Section 6.21 hereof. At any
time that the aggregate outstanding principal amount of the
Revolving Loans exceeds the Revolving Commitments at such time, the
Borrowers shall immediately prepay the Revolving Loans in an amount
equal to such excess.”
(g) Section 2.13(i) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(i) Administrative Agent’s Account. At all times following
the Tenth Amendment Effective Date, but subject to Section 5.15(b),
so long as no Default or Event of Default has occurred and is
continuing (in which case funds shall be applied in accordance with
Section 2.15(g), unless Requisite Lenders consent to another
application), Administrative Agent shall apply all funds transferred
from the Blocked Accounts and deposited in Administrative Agent’s
Account, to the payment, in whole or in part, of the outstanding
principal amount of the Tranche B Term Loan, until the Tranche B
Term Loan is paid in full and then to the payment of the Revolving
Loans (without any permanent reduction of the Revolving Commitment)
until all Revolving Loans are paid in full (in each case, together
with accrued interest and fees on the amount prepaid to the date of
prepayment and the applicable Make-Whole Amount or Prepayment
Premium then due thereon).”
(h) Section 2.13(l)of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(l) Wal-Mart Receipts. (i) No later than the first
Business Day following each date on which Holdings or any of its
Subsidiaries receives any proceeds of any Accounts owing to Holdings
or any of its Subsidiaries from Wal-Mart Stores, Inc. or any of its
Affiliates in respect of U.S. music sales, the Borrowers shall
prepay the Loans in an aggregate amount equal to 75% of such
proceeds as follows: (A) first, to the Tranche B Term Loans, until
paid in full; and (B) second, to the Revolving Loans (without any
permanent reduction of the Revolving Commitment), until paid in
full, and (ii) commencing on the date of the
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closing of the acquisition contemplated by the Canadian Purchase
Agreement, no later than the first Business Day following each date
on which Holdings or any of its Subsidiaries receives any proceeds
of any Accounts owing to Canadian OpCo in respect of the
distribution of music products in Canada, the Borrowers shall prepay
the Loans in an aggregate amount equal to 100% of such proceeds as
follows: (A) first, to the Tranche B Term Loans until paid in full;
and (B) second, to the Revolving Loans (without any reduction in the
Revolving Commitment), until paid in full;”
(i) Section 2.14(b)(ii) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(ii) So long as no Default or Event of Default has occurred and is
continuing, any mandatory prepayment of any Loan pursuant to (A)
Section 2.13(a) shall be applied as follows: (x) first, to the
Tranche B Term Loans until paid in full; and (y) second, to the
Revolving Loans (without any reduction in the Revolving Commitment)
until paid in full; and (B) Section 2.13(b) shall be applied as
follows: (x) first, to the Tranche B Term Loans until paid in full;
and (y) second, to the Revolving Loans, until paid in full (it being
understood that the Revolving Commitment shall be permanently
reduced by the amount of any such prepayment); and”
(j) Section 2.15(g)(ii) of the Credit Agreement is hereby amended by amending and restating
clauses (5), (6), (7) and (8) thereof to read in their entirety as follows:
“(5) fifth, ratably to pay interest due in respect of the Tranche B
Term Loans until paid in full;
(6) sixth, ratably to pay interest due in respect of the Revolving
Loans, on a pro rata basis, until paid in full;
(7) seventh, ratably to pay principal of the Tranche B Term Loans
until paid in full;
(8) eighth, ratably to pay principal of the Revolving Loans until
paid in full;”
(k) Section 4.24 of the Credit Agreement is hereby amended by adding the following sentence to
the end thereof to read in its entirety as follows:
“Notwithstanding the foregoing, it is understood and agreed that the
Form 10-K required to be submitted to the Securities and Exchange
Commission by Holdings for the Fiscal Year of Holdings and its
Subsidiaries ended April 30, 2008, shall be submitted to the
Securities and Exchange Commission on August 15, 2008, rather than
on August 1, 2008, as required.”
(l) Section 5.15(b) of the Credit Agreement is hereby amended by deleting the final proviso of
the second sentence thereof in its entirety.
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(m) Section 6.7(e) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(e) Minimum Asset Coverage. Credit Parties shall not
permit, at any time (i) between the Tenth Amendment Effective Date
through (but not including) October 31, 2008, the positive
difference between (A) the Working Capital Borrowing Base at such
time (without taking into account the Term Loan Reserve, the Minimum
Availability Amount or any other Reserves (as defined in the Working
Capital Agreement)) and (B) the principal amount of all Indebtedness
outstanding (including without limitation, all undrawn letters of
credit (except undrawn letters of credit that are fully cash
collateralized)) under the Working Capital Agreement and this
Agreement at such time (such positive difference, the “Minimum Asset
Coverage”) to be less than an amount equal to the greater of (x) the
principal amount of all Indebtedness outstanding (including without
limitation, all undrawn letters of credit (except undrawn letters of
credit that are fully cash collateralized)) under the Working
Capital Agreement and this Agreement at such time, and (y)
$22,500,000 (or, commencing on September 15, 2008, if the Tesco
Business has been sold by such date in accordance with the
requirements of Section 6.27, $20,000,000), and (ii) on and after
October 31, 2008, the Minimum Asset Coverage to be less than
$70,000,000.”
(n) Article VI of the Credit Agreement is hereby amended by adding the following new section
to the end thereof to read in its entirety as follows:
“6.27 Tesco Sale. By not later than September 15, 2008, the Credit
Parties shall not fail to have sold the Tesco Business, on terms and
conditions (including, without limitation, with respect to price and
application of proceeds to the Obligations), and pursuant to
documentation, satisfactory in form and substance to Agents and
Requisite Lenders.”
3. Conditions to Effectiveness. This Amendment shall become effective (the
“Amendment Effective Date”) upon satisfaction in full of the following conditions
precedent:
(a) Immediately after giving effect to this Amendment, (i) the representations and
warranties contained in this Amendment, the Credit Agreement and the other Credit Documents
shall be correct on and as of the date of this Amendment as though made on and as of such
date (except where such representations and warranties relate to an earlier date in which
case such representations and warranties shall be true and correct as of such earlier date)
and (ii) no Default or Event of Default shall have occurred and be continuing (or would
result from this Amendment becoming effective in accordance with its terms).
(b) Administrative Agent shall have received counterparts of this Amendment that bear
the signatures of each of Credit Parties, Agents and Lenders.
4. Waiver. (a) Credit Parties have advised Agents and Lenders that certain Events of
Default have occurred have occurred and are continuing under Section 8.1(c) of the Credit Agreement
due to the failure of Credit Parties to (i) comply with the $4,000,000 limitation on the incurrence
of Consolidated Capital Expenditures, License Advances, Exclusive Distribution Advances and
Software
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Development Costs contained in Section 6.7(b) of the Credit Agreement, during the period from
January 1, 2008 through May 31, 2008, and (ii) deliver to Administrative Agent and Lenders when due
the financial reporting packages required by Section 5.1(a) of the Credit Agreement for the April
2008, May 2008 and June 2008 Fiscal Months of Holdings and its Subsidiaries (such Events of
Default, the “Specified Events of Default”).
(b) At the request of Credit Parties, effective upon the Amendment Effective Date, each of
Agents and Lenders hereby waives (i) the Specified Event of Default described in Section 4(a)(i)
above for the period from January 1, 2008 through May 31, 2008; provided that the aggregate
amount of Consolidated Capital Expenditures, License Advances, Exclusive Distribution Advances and
Software Development Costs incurred by all Subsidiaries of Holdings during the period from January
1, 2008 through May 31, 2008 did not exceed $6,000,000; and (ii) the Specified Event of Default
described in Section 4(a)(ii) above for the April 2008, May 2008 and June 2008 Fiscal Months of
Holdings and its Subsidiaries; provided that such financial reporting packages are
delivered to Administrative Agent and Lenders by September 2, 2008.
(c) The waivers set forth in Section 4(b) above shall be effective only in this specific
instance and for the specific purposes set forth herein, and do not allow for any other or further
departure from the terms and conditions of the Credit Agreement (including, without limitation, any
further violation of Section 5.1(a) or Section 6.7(b) of the Credit Agreement), or any further
amendment of any other provision of the Credit Agreement or any other Credit Document, which terms
and conditions shall continue in full force and effect.
5. Credit Parties’ Representations and Warranties. Each Credit Party represents and
warrants to Agents and Lenders as follows:
(a) Such Credit Party (i) is duly organized, validly existing and in good standing
under the laws of the state of its organization and (ii) has all requisite power, authority
and legal right to execute, deliver and perform this Amendment and to perform the Credit
Agreement, as amended hereby.
(b) The execution, delivery and performance by such Credit Party of this Amendment and
the Purchase Documents and the performance by such Credit Party of the Credit Agreement, as
amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will
not violate or create a default under such Credit Party’s organizational documents, any
applicable law or any contractual restriction binding on or otherwise affecting such Credit
Party or any of such Credit Party’s properties, and (iii) except as provided in the Credit
Documents, do not and will not result in or require the creation of any Lien, upon or with
respect to such Credit Party’s property.
(c) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority is required in connection with the due execution, delivery and
performance by such Credit Party of this Amendment or the Purchase Documents or the
performance by such Credit Party of the Credit Agreement, as amended hereby.
(d) This Amendment and the Credit Agreement, as amended hereby, and the Purchase
Documents constitute the legal, valid and binding obligations of such Credit Party,
enforceable against such Credit Party in accordance with their terms except to the extent
the enforceability thereof may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect affecting generally
the enforcement of creditors’ rights and remedies and by general principles of equity.
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(e) Immediately after giving effect to this Amendment, (i) the representations and
warranties contained in the Credit Agreement are correct on and as of the date of this
Amendment as though made on and as of the date hereof (except where such representations and
warranties relate to an earlier date in which case such representations and warranties shall
be true and correct as of such earlier date), and (ii) no Default or Event of Default has
occurred and is continuing (or would result from this Amendment becoming effective in
accordance with its terms).
6. Working Capital Agreement. Credit Parties have advised Agents that the obligations
under the Working Capital Agreement have been repaid in full, and that the Working Capital
Agreement and the Working Capital Documents have been terminated. Credit Parties, Agents and
Lenders hereby agree that (a) Credit Parties shall take all actions reasonably required by Agents
to cause Agents to become the “Creditor Representative” with respect to the Blocked Accounts, and
to take all other actions reasonably requested by Agents in connection with the termination of the
Working Capital Agreement and the Working Capital Documents, and (b) any term in any Credit
Document or any other Credit Document that refers to a term defined in the Working Capital
Agreement shall be deemed to refer to such term as of the last date the Working Capital Agreement
was in effect (except to the extent that such term refers only to such term as in effect on a
specific date), and any reference to any judgment of the Working Capital Agent shall be deemed to
be a judgment of the Agents.
7. Continued Effectiveness of Credit Agreement. Each Credit Party hereby confirms and
agrees that (a) the Credit Agreement and each other Credit Document to which it is a party is, and
shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects
except that on and after the Amendment Effective Date all references in any such Credit Document to
“the Credit Agreement”, “hereto”, “hereof”, “hereunder”, “thereto”, “thereof”, “thereunder” or
words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended
by this Amendment, (b) to the extent that any such Credit Document purports to assign or pledge to
Collateral Agent, for the ratable benefit of Lenders, or to grant to Collateral Agent, for the
ratable benefit of Lenders a security interest in or Lien on, any Collateral as security for the
Obligations of the Credit Party, or any of their respective Subsidiaries from time to time existing
in respect of the Credit Agreement and the other Credit Documents, such pledge, assignment and/or
grant of the security interest or Lien is hereby ratified and confirmed in all respects, and (c) no
amendment or waiver of any terms or provisions of the Credit Agreement, or the amendments or
waivers granted hereunder, shall relieve any Credit Party from complying with such terms and
provisions other than as expressly amended or waived hereby or from complying with any other term
or provision thereof or herein.
8. Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor
any of its Affiliates has any claim or cause of action against any Agent or any Lender (or any of
their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and
(b) each Agent and each Lender has heretofore properly performed and satisfied in a timely manner
all of its obligations to Credit Parties and their Affiliates under the Credit Agreement and the
other Credit Documents. Notwithstanding the foregoing, Credit Parties wish (and Agents and Lenders
agree) to eliminate any possibility that any past conditions, acts, omissions, events or
circumstances would impair or otherwise adversely affect any Agent’s or any Lenders’ rights,
interests, security and/or remedies under the Credit Agreement and the other Credit Documents.
Accordingly, for and in consideration of the agreements contained in this Amendment and other good
and valuable consideration, each Credit Party (for itself and its Affiliates and the successors,
assigns, heirs and representatives of each of the foregoing) (collectively, the
“Releasors”) does hereby fully, finally, unconditionally and irrevocably release and
forever discharge each Agent and each Lender and each of their respective Affiliates, officers,
directors, employees, attorneys, consultants and agents (collectively, the “Released
Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits,
demands, liabilities, actions, proceedings and causes of
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action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and
of whatever nature or description, and whether in law or in equity, under contract, tort, statute
or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have
against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be
done, arising out of, connected with or related in any way to the Credit Agreement or any other
Credit Document, or any act, event or transaction related or attendant thereto, or the agreements
of any Agent or any Lender contained therein, or the possession, use, operation or control of any
of the assets of any Credit Party, or the making of any Loans or other advances, or the management
of such Loans or advances or the Collateral.
9. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Amendment by telefacsimile or electronic method shall be
equally as effective as delivery of an original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for convenience of reference
only and shall not constitute a part of this Amendment for any other purpose.
(c) This Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York. Each of the parties to this Amendment hereby irrevocably waives all
rights to trial by jury in any action, proceeding or counterclaim arising out of or relating
to this Amendment.
(d) Borrowers will pay on demand all reasonable fees, costs and expenses of Agents and
Lenders in connection with the preparation, execution and delivery of this Amendment or
otherwise payable under the Credit Agreement, including, without limitation, reasonable fees
disbursements and other charges of counsel to Agents and Lenders.
(e) This Amendment is a Credit Document executed pursuant to the Credit Agreement and
shall be construed, administered and interpreted in accordance with the terms thereof.
Accordingly, it shall be an Event of Default under the Credit Agreement if any
representation or warranty made or deemed made by any Credit Party under or in connection
with this Amendment shall have been incorrect when made or deemed made or if any Credit
Party fails to perform or comply with any covenant or agreement contained herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.
| BORROWERS: XXXXXXXXX CATEGORY MANAGEMENT COMPANY |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXXXXXX SERVICES COMPANY |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXXXXXX REAL ESTATE LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| ARTIST TO MARKET DISTRIBUTION LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| REPS, L.L.C. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Tenth Amendment To Credit And Guaranty Agreement
| GUARANTORS: XXXXXXXXX COMPANY |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| CRAVE ENTERTAINMENT GROUP, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXXX ADVERTISING COMPANY |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXXXXXX COMPANY OF CANADA LIMITED |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| XXXXXXXXX UK LIMITED |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Tenth Amendment To Credit And Guaranty Agreement
| SVG DISTRIBUTION, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| CRAVE ENTERTAINMENT, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Tenth Amendment To Credit And Guaranty Agreement
| ADMINISTRATIVE AGENT AND COLLATERAL AGENT: SILVER POINT FINANCE, LLC, as Administrative Agent and Collateral Agent |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Tenth Amendment To Credit And Guaranty
Agreement
| LENDERS: SPF CDO I, LTD. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| SPCP GROUP, LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| THERMOPYLAE FUNDING CORP. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| FIELD POINT I, LTD. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| FIELD POINT II, LTD. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Tenth Amendment To Credit And Guaranty Agreement
