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EXHIBIT 10.37
AMENDMENT AGREEMENT NUMBER TWO
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of November 17, 1999, is entered into between U.S. BANK
NATIONAL ASSOCIATION, FORMERLY KNOWN AS SANTA XXXXXX BANK ("Bank"), on the one
hand, and INTERVISUAL BOOKS, INC., a California corporation ("IBI"), and FAST
FORWARD MARKETING, INC., a California corporation formerly known as FFM
ACQUISITION CORP. ("FFM"), on the other hand, and amends that certain Loan and
Security Agreement, dated as of May 12, 1999, between Bank and Borrower, as
amended by that certain Amendment Agreement Number One, dated as of September
30, 1999 (collectively, the "Agreement"). IBI and FFM are sometimes individually
and collectively referred to as "Borrower." All terms which are defined in the
Agreement shall have the same definition when used herein unless a different
definition is ascribed to such term under this Amendment, in which case, the
definition contained herein shall govern. This Amendment is entered into in
light of the following facts:
RECITALS
WHEREAS, Borrower has requested that Bank increase the maximum credit
line under the Agreement from $2,000,000 to $2,500,000;
WHEREAS, Bank has agreed to honor Borrower's request as set forth in
this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. The Agreement shall be amended by deleting Section 1.23 and replacing
it with a new Section 1.23 as follows:
1.23 "Maximum Credit Line" means Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00).
2. The Agreement shall be amended by deleting Section 1.27 and replacing
it with a new Section 1.27 as follows:
1.27 "Note" means that certain Amended and Restated Secured
Promissory Note, dated as of November 17, 1999, in the original
principal amount of Two Million Five Hundred Thousand and 00/100
Dollars ($2,500,000.00) executed by Borrower to the order of
Bank, and any renewals, amendments, restatements or extensions of
such Secured Promissory Note.
3. The following are conditions precedent to the effectiveness of this
Amendment:
3.1 Borrower shall pay to Bank a loan origination fee in the
amount of Five Thousand Dollars ($5,000). The loan origination fee may be paid
by charging Borrower's account with the amount of such fee. The loan origination
fee shall represent an unconditional payment to
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Bank in consideration of Bank's agreement to increase the Maximum Credit Line
pursuant to this Amendment and shall not reduce or be a deposit on account of
the Obligations.
3.2 Borrower shall execute and deliver to Bank the Amended and
Restated Secured Promissory Note, dated November 17, 1999, in the original
principal amount of $2,500,000, and in the form of Exhibit A attached hereto
(the "New Note"). Upon the Bank's receipt of the New Note, properly executed by
Borrower, Bank shall deliver to Borrower the original Secured Promissory Note,
in the amount of $2,000,000, executed by Borrower to Bank in accordance with the
Agreement, marked "paid by substitution."
4. This Amendment shall be deemed effective as of the date first
hereinabove written. Except as specifically amended herein, the Agreement shall
remain in full force and effect without any other changes, amendments or
modifications.
IN WITNESS WHEREOF, Bank and Borrower have executed this
Amendment.
INTERVISUAL BOOKS, INC.,
a California corporation
By /s/ XXXXX X. XXXX
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Title: CEO
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FAST FORWARD MARKETING, INC.,
a California corporation
By /s/ XXX X. XXXXXX
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Title: President
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U.S. BANK NATIONAL ASSOCIATION,
formerly know as SANTA XXXXXX BANK
By /s/ XXXX XXXXXXXX
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Title: Vice President
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ACKNOWLEDGMENT BY GUARANTORS
The undersigned acknowledge that Borrower and Bank are currently
entering into that certain Amendment Agreement Number Two to Loan and Security
Agreement (the "Amendment"). The undersigned hereby consent to the terms of the
Amendment and agree and acknowledge that their respective Continuing Guaranties,
dated as of May 12, 1999, executed by the undersigned in favor of Bank
(collectively, the "Guaranties"), are currently in full force and effect and
that they shall continue to guaranty the Obligations of Borrower owing to Bank
in accordance with the terms of the Guaranties.
/s/ XXXXX X. XXXX
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Xxxxx X. Xxxx, an individual
/s/ XXXXX X. XXXX
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Xxxxx X. Xxxx, an individual, as trustee
of the Xxxx Family Trust
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