EXHIBIT 10.24
THIRD SUPPLEMENT
TO
SECURITY AND PLEDGE AGREEMENT
This Third Supplement to Security and Pledge Agreement ("Third
Supplement") is made and entered into as of December 31, 2002 by and between
INTEGRITY MEDIA, INC. (f/k/a Integrity Incorporated), a Delaware corporation
("Grantor") and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent
(including any successor, participant, assignee, pledgee or transferee thereof,
"Administrative Agent"), for itself and the Lenders. Capitalized terms used
herein but not defined herein are used with the meanings given them in the
Security Agreement.
WITNESSETH:
WHEREAS, this Third Supplement is delivered pursuant to Section 1.4 of
the Security and Pledge Agreement dated as of April 25, 2001 by and between
Grantor and Administrative Agent (the "Security Agreement"); and
WHEREAS, pursuant to that certain Credit Agreement by and among
Grantor, Lenders and Administrative Agent dated as of April 25, 2001 (as the
same has been, and may be further, amended from time to time, "Credit
Agreement"), Grantor executed and delivered the Security Agreement; and
WHEREAS, Grantor, Administrative Agent, M2 Communications, L.L.C.,
Integrity Publishers, Inc. and Integrity Direct, LLC are entering into a
certain Fourth Amendment to Credit Agreement which necessitates the
reaffirmation and supplement described herein; and
WHEREAS, the Grantor and Administrative Agent seek to maintain,
continue and modify, as appropriate, the security interest granted in the
Security Agreement.
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 agree as follows:
1. Reaffirmation. By executing and delivering this Third
Supplement, the undersigned hereby reaffirms and restates the grant to the
Administrative Agent for itself and the Lenders, as collateral security for the
full, prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Secured Obligations, and hereby
collaterally assigns, conveys, mortgages, pledges, hypothecates and transfers
to the Administrative Agent for itself and the Lenders and grants to the
Administrative Agent for itself and the Lenders a Lien on and security interest
in, all of its right, title and interest in, to and under the Collateral,
including without limitation all shares of capital stock, membership interests
and all other forms of equity or ownership rights and interests, whether or not
certificated, in Integrity Publishers, Inc., a Delaware corporation, M2
Communications, L.L.C., a Tennessee limited liability company, and Integrity
Direct, LLC, a Delaware limited liability company.
2. Supplement to Schedule. The information applicable to the
undersigned set forth on Schedule I hereto is hereby added to the information
set forth in Schedule 2.8 to the Security
Agreement. The undersigned hereby represents and warrants that each of the
representations and warranties contained in Article 2 of the Security Agreement
applicable to it is true and correct on and as of the date hereof as if made on
and as of such date.
3. Representations and Warranties. The Grantor hereby represents
and warrants as follows:
(a) This Third Supplement and the Security Agreement, amended
hereby, constitute legal, valid and binding obligations of the Grantor and are
enforceable against the Grantor in accordance with their respective terms.
(b) Upon the effectiveness of this Third Supplement, Grantor
hereby reaffirms all covenants, representations and warranties made in the
Security Agreement to the extent the same are not amended hereby and agrees
that all such covenants, representations and warranties shall be deemed to have
been remade as of the effective date of this Third Supplement, except to the
extent such covenants, representations or warranties expressly relate to an
earlier date.
(c) No Event of Default or Default has occurred and is continuing
or would exist after giving effect to this Third Supplement.
(d) The Borrowers have no defense, counterclaim or offset with
respect to the Security Agreement or any of the other Loan Documents.
(e) Grantor is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, and has all
organizational powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted, and
to execute and perform this Third Supplement.
(f) The security interests granted to the Administrative Agent in
the Security Agreement, as amended hereby, continue to be valid, effective,
properly perfected, enforceable, and, are hereby ratified and confirmed in all
respects;
4. Effect on the Security Agreement.
(a) Upon the effectiveness of this Third Supplement, each
reference in the Security Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Security
Agreement as supplemented hereby.
(b) Except as specifically amended herein, the Security
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 Third
Supplement shall not operate as a waiver of any right, power or remedy of
Administrative Agent, nor constitute a waiver of any provision of the Security
Agreement, the Loan Documents, or any other documents, instruments or
agreements executed and/or delivered under or in connection therewith.
5. Governing Law. This Third Supplement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns and shall be governed by and construed in accordance with the laws
of the State of Illinois.
6. Headings. Section headings in this Third Supplement are
included herein for convenience of reference only and shall not constitute a
part of this Third Supplement for any other purpose.
7. Counterparts. This Third Supplement 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.
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IN WITNESS WHEREOF, this Third Supplement has been duly executed as of
the day and year first written above.
INTEGRITY MEDIA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary
LASALLE BANK NATIONAL ASSOCIATION
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
SCHEDULE I
Schedule 2.8 [(a) filing locations and "debtor" names; (b) Items of
Collateral that must be Delivered]
