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FIRST AMENDMENT
TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT ("First Amendment") is made and
entered into as of this 15th day of June, 2001 by and between INTEGRITY
INCORPORATED, a Delaware corporation ("Borrower"), and LASALLE BANK NATIONAL
ASSOCIATION (the "Lender").
WITNESSETH:
WHEREAS, pursuant to that certain Credit Agreement, dated as of April
25, 2001, by and between the Borrower and Lender, (the "Credit Agreement"),
Lender established in favor of Borrower (i) a line of credit in the amount of
$6,000,000, (ii) a Term Loan A Facility in the amount of $11,000,000; and (iii)
a Term Loan B Facility in the amount of $3,000,000; and
WHEREAS, the Lender has agreed to the modification of certain
provisions contained in the Credit Agreement upon the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the mutuality, receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agrees as follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to such terms in the Credit Agreement.
2. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:
(a) Section 1.1.3 of the Credit Agreement is hereby deleted
in its entirety and is hereby replaced with the following:
"1.1.3 Use of Proceeds. The funds advanced under this
Line of Credit Facility shall be used exclusively for (i) general working
capital requirements, (ii) the financing of Permitted Acquisitions in
accordance with Section 5.7 and (iii) the financing of the start up of a
publishing division of Borrower in accordance with Section 5.8; provided,
however, such funds shall not be used, directly or indirectly, in any fashion
for the benefit of Celebration or Integrity Music."
(b) Subpart (c) of Section 1.2.2 of the Credit Agreement is
hereby deleted in its entirety and is hereby replaced with the following:
"(c) an aggregate amount not to exceed $1,500,000
may be used for Permitted Acquisitions in accordance with Section 5.7 and/or
for the start up of a publishing division of Borrower in accordance with
Section 5.8;"
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3. Conditions to Effectiveness. This First Amendment shall
become effective as of June _____, 2001, when and only when the Lender shall
have received (i) this First Amendment duly executed by the Borrower, (ii)
payment of all outstanding legal fees and costs of Lender, including those
incurred in connection with this First Amendment, and (iii) such other
certificates, instruments, documents, agreements and opinions of counsel as may
be required by Lender or its counsel, each of which shall be in form and
substance satisfactory to Lender and its counsel.
4. Representations and Warranties. The Borrower hereby
represents and warrants as follows:
(a) This First Amendment and the Credit Agreement, as
amended hereby, have been duly authorized and constitute legal, valid and
binding obligations of the Borrower and are enforceable against the Borrower in
accordance with their respective terms.
(b) Upon the effectiveness of this First Amendment, the
Borrower hereby reaffirms all covenants, representations and warranties made in
the Credit Agreement and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the effective date of this
First Amendment.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this First Amendment.
(d) The Borrower has no defense, counterclaim or offset
with respect to the Credit Agreement or any of the other Loan Documents.
5. Effect on the Credit Agreement.
(a) Upon the effectiveness of this First Amendment, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be reference to the Credit
Agreement as amended hereby.
(b) Except as specifically amended herein, the Credit
Agreement, the Loan Documents, and all other documents, instruments and
agreements executed and/or delivered in connection therewith, shall remain in
full force and effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
First Amendment shall not operate as a waiver of any right, power or remedy of
Lender, nor constitute a waiver of any provision of the Credit Agreement, the
Loan Documents, or any other documents, instruments or agreements executed
and/or delivered under or in connection therewith.
6. Governing Law. This First Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by the construed in accordance with the laws of
the State of Illinois.
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7. Headings. Section headings in this First Amendment are
included herein for convenience of reference only and shall not constitute a
part of this First Amendment for any other purpose.
8. Counterparts. This First Amendment may be executed by the
parties hereto in one or more counterparts, each of which taken together shall
be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, this First Amendment has been duly
executed as of the day and year first written above.
INTEGRITY INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: CFO
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: First Vice President
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