AMENDMENT NO. 3 dated as of May 21, 1998
to the Credit, Security, Guaranty and
Pledge Agreement dated as of November 4,
1997 (the "Credit Agreement"), among
NEWSTAR MEDIA INC. (formerly known as
Dove Entertainment, Inc.) (the
"Borrower"), the Corporate Guarantors
named therein and THE CHASE MANHATTAN
BANK, as Lender (the "Lender").
INTRODUCTORY STATEMENT
----------------------
The Lender has made available to the Borrower a revolving
credit facility pursuant to the terms of the Credit Agreement.
The Borrower has requested that certain provisions of the
Credit Agreement be modified, and the Borrower, the Corporate Guarantors and the
Lender 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 as of the Effective Date (as hereinafter
defined) as follows:
(A) The definition of "Maximum Guaranty Amount" appearing in the
second sentence of the fourth paragraph of the Introductory
Statement of the Credit Agreement is hereby amended by
deleting the figure A$2,000,000@ set forth in clause (x) of
such sentence and replacing it with "$4,000,000."
(B) The definition of "Commitment" appearing in Article 1 of the
Credit Agreement is hereby amended by deleting the figure
"$8,000,000" and replacing it with "$10,000,000".
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(C) Section 6.1 of the Credit Agreement is hereby amended by
deleting the period at the end of clause (k), inserting a
semi-colon in lieu thereof, and adding the following clause
(l) at the end thereof:
"(l) Indebtedness incurred by a Credit Party in connection
with unsecured loans from MEI in an amount not to
exceed $1,000,000 in the aggregate at any one time
outstanding."
(D) Section 6.5 of the Credit Agreement is hereby amended by
adding the following proviso at the end thereof:
"; provided, further, that the Credit Parties may make
payments of principal and interest on the Indebtedness owing
to MEI permitted by Section 6.1(k) hereof, but only if no
Default would occur after giving effect to each such payment."
Section 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of
this Amendment is subject to the satisfaction in full of each of the conditions
precedent set forth in this Section 3 (the date on which all such conditions
have been satisfied being herein called the "Effective Date"):
(A) the Lender shall have received counterparts of this
Amendment which, when taken together, bear the signatures of the Borrower, each
Corporate Guarantor and the Lender; and
(B) all legal matters incident to this Amendment shall be
satisfactory to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Lender.
Section 4. 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
(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 5. FURTHER ASSURANCES. At any time and from time to
time, upon the Lender'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 Lender reasonably
deems necessary to effect the purposes of this Amendment.
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Section 6. FUNDAMENTAL DOCUMENTS. This Amendment is designated
a Fundamental Document by the Lender.
Section 7. 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 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9. 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 10. EXPENSES. The Borrower agrees to pay all
out-of-pocket expenses incurred by the Lender 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 Lender.
Section 11. 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:
NEWSTAR MEDIA INC. (formerly known as
Dove Entertainment, Inc.)
By: /S/ XXXX XXXXXX
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President &
Chief Financial Officer
CORPORATE GUARANTORS:
NEWSTAR WORLDWIDE INC. (formerly known
as Dove International, Inc.)
DOVE FOUR POINT, INC.
DOVE ENTERTAINMENT INC.
DOVE AUDIO INC.
By /S/ XXXX XXXXXX
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
LENDER:
Executed in THE CHASE MANHATTAN BANK, as Lender
New York, New York
By /S/ XXXXX XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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