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EXHIBIT 10.67
AMENDMENT NO. 9 dated as of April 18, 2000, to the Credit
Security, Guaranty and Pledge Agreement dated as of June 19,
1996, as amended, among THE XXXXXXX-XXXXX COMPANY (the
"Borrower"), the Guarantors named therein, the Lenders referred
to therein and THE CHASE MANHATTAN BANK (formerly known as
Chemical Bank), as Agent and as Fronting Bank for the Lenders
(the "Agent") (as heretofore amended, the "Credit Agreement").
INTRODUCTORY STATEMENT
The Lenders have made available to the Borrower a revolving credit
facility pursuant to the terms of the Credit Agreement.
The Borrower has informed the Agent and the Lenders that it proposes
to enter into a Note Purchase and Pledge Agreement among the Borrower, the
purchasers named therein (the "Note Purchasers") and U.S. Trust Company,
National Association, as collateral agent, pursuant to which the Borrower will
issue up to $2,500,000 of its Notes (the "US Search Notes") to the Purchasers
(the "Proposed Facility"). The Notes will be secured by a first-priority lien
in the Borrower's interest in 2.0 million shares of common stock of 800-U.S.
Search ("US Search"). The Borrower has requested that the Agent and the Lenders
make certain modifications to the Credit Agreement to permit the Proposed
Facility.
In addition, the Borrower has requested that the Agent and the
Lenders extend the Commitment Termination Date and Maturity Date under the
Credit Agreement by an additional two months.
The Borrower, the Guarantors, the Lenders and the Agent have agreed
to make revisions to the Credit Agreement, all on the terms and subject to the
conditions hereinafter set forth.
Therefore, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meaning given them in the Credit
Agreement.
Section 2. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof, the
Credit Agreement is hereby amended effective as of the Effective Date (as
hereinafter defined) as follows:
(A) The definitions of "Commitment Termination Date" and "Maturity Date"
set forth in Article 1 of the Credit Agreement are each hereby
amended by deleting the date "June 25, 2000" referenced therein and
inserting in lieu thereof the date "August 25, 2000."
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(B) Section 6.1 of the Credit Agreement is hereby amended by adding the
following clause (l) at the end thereof:
"(l) Indebtedness of the Borrower of up to $2,500,000 at any one time
outstanding, represented by the promissory notes (the "US Search
Notes") issued by the Borrower pursuant to that certain Note Purchase
and Pledge Agreement, among the Borrower, the purchasers of the notes
referred to therein (the "Note Purchasers") and U.S. Trust Company,
National Association, as collateral agent, substantially in the form
previously delivered to the Agent."
(C) Section 6.2 of the Credit Agreement is hereby amended by adding the
following clause (o) at the end thereof:
"(o) Liens granted by the Borrower in favor of the Note Purchasers in
2.0 million shares of common stock of 800-U.S. Search held by the
Borrower to secure the Indebtedness permitted by Section 6.1(l)
hereof."
Section 3. Conditions to Effectiveness. This Amendment is effective
as of the first date on which all of the following conditions precedent have
been satisfied in full (the "Effective Date"):
(A) the Agent shall have received counterparts of this Amendment
which, when taken together, bear the signatures of the Borrower, each
Guarantor, the Agent and such of the Lenders as are required by the Credit
Agreement; and
(B) all legal matters incident to this Amendment shall be
satisfactory to Xxxxxx, Xxxxx & Brockius LLP, counsel for the Agent.
Section 4. Pledge. As security for the Obligations, the Borrower
hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto
the Agent for the benefit of the Lenders, a security interest in the issued and
outstanding capital stock of 800-U.S. Search (the "US Search Stock"), directly
or indirectly owned or controlled by the Borrower (other than the capital stock
of 800-U.S. Search pledged by the Borrower to the Note Purchasers to secure
repayment of the US Search Notes). As of the date hereof, the US Search Stock
pledged to the Agent (for the benefit of the Lenders) shall consist of the
shares listed on Schedule 1 hereto. The Borrower acknowledges and agrees that
the US Search Stock shall constitute "Pledged Securities" (as defined in the
Credit Agreement) and shall be subject to the terms and conditions set forth in
the Credit Agreement.
Section 5. Representations and Warranties. Each Credit Party
represents and warrants that:
(A) after giving effect to this Amendment, the representations and
warranties contained in the Credit Agreement are true and correct in all
material respects on and as of the date hereof as if such representations and
warranties had been made on and as of the date hereof (except to the extent
that any such representations and warranties specifically relate to an earlier
date); and
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(B) after giving effect to this Amendment, no Event of Default or Default
will have occurred and be continuing on and as of the date hereof.
Section 6. Further Assurances. At any time and from time to time, upon the
Agent's request and at the sole expense of the Credit Parties, each Credit
Party will promptly and duly execute and deliver any and all further instruments
and documents and take such further action as the Agent reasonably deems
necessary to effect the purposes of this Amendment.
Section 7. Fundamental Documents. This Amendment is designated a
Fundamental Document by the Agent.
Section 8. Full Force and Effect. Except as expressly amended hereby, the
Credit Agreement and the other Fundamental Documents shall continue in full
force and effect in accordance with the provisions thereof on the date hereof.
As used in the Credit Agreement, the terms "Agreement", "this Agreement",
"herein", "hereafter", "hereto", "hereof", and words of similar import, shall,
unless the context otherwise requires, mean the Credit Agreement as amended by
this Amendment.
Section 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 10. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one instrument.
Section 11. Expenses. The Borrower agrees to pay all out-of-pocket
expenses incurred by the Agent in connection with the preparation, execution
and delivery of this Amendment, including, but not limited to, the reasonable
fees and disbursements of counsel for the Agent.
Section 12. Headings. The headings of this Amendment are for the purposes
of reference only and shall not affect the construction of or be taken into
consideration in interpreting this Amendment.
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IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be
duly executed as of the date first written above.
BORROWER:
THE XXXXXXX-XXXXX COMPANY
By: /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
Title: President
GUARANTORS:
KL PRODUCTIONS, INC.
POST AND PRODUCTION SERVICES, INC.
TWILIGHT ENTERTAINMENT, INC.
KLF GUILD CO.
KLTV DEVELOPMENT CO.
XXXXXXX-XXXXX INTERNATIONAL, INC.
KL INTERACTIVE MEDIA, INC.
DAYTON WAY PICTURES III, INC.
By: /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
KLC/NEW CITY
By its General Partner
THE XXXXXXX-XXXXX COMPANY
By: /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
Title: President
LENDERS:
Executed in THE CHASE MANHATTAN BANK (formerly
New York, New York known as Chemical Bank), as Agent
By:
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Name:
Title:
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DE NATIONALE INVESTERINGSBANK N.V.
By:
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Name:
Title:
By:
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Name:
Title:
COMERICA BANK - CALIFORNIA
By:
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Name:
Title:
FAR EAST NATIONAL BANK
By:
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Name:
Title:
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