FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") is entered into as of June 4, 1997,
between NORTHWEST TELEPRODUCTIONS, INC., a Minnesota corporation ("Borrower"),
and NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL
FUNDING DIVISION ("Lender").
WHEREAS, Borrower has requested that Lender amend the Loan Agreement dated
April 24, 1997 (the "Loan Agreement") in various respects, and Lender has agreed
to do so subject to the terms contained herein;
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan Agreement.
2. Amendments to Loan Agreement
(a) Section 2(a) of Schedule A to the Loan Agreement is hereby amended and
restated in its entirety as follows:
"2. Loan Limits for Term Loan:
(a) Principal Amount: $1,860,000.00 (the "Equipment Advance")
plus
the lesser of $700,000 and 60% of the
appraised quick sale value of the Real
Property (the "Real Property Advance"):
(b) Section 2(b) of Schedule A to the Loan Agreement is hereby amended to
add a new clause (ii) as follows:
"(ii) Real Property 60 equal consecutive monthly installments
Advance: of $11,666.67 commencing July 1, 1997"
3. Other Amendments. This Amendment shall constitute an amendment to the
Loan Agreement and all of the other Loan Documents as appropriate to express the
agreements contained herein. In all other respects, the Loan Agreement and the
other Loan Documents shall remain unchanged and in full force and effect in
accordance with their original terms.
4. Miscellaneous.
(a) Warranties and Absence of Defaults. In order to induce Lender to enter
into this Amendment, Borrower hereby warrants to Lender, as of date hereof,
that:
(i) The representations and warranties of Borrower contained in the
Loan Agreement are true and correct as of the date hereof as if made on the
date hereof.
(ii) All information, reports and other papers and data heretofore
furnished to Lender by Borrower in connection with this Amendment, the Loan
Agreement and the other Loan Documents are accurate and correct in all
material respects and complete insofar as may be necessary to give Lender
true and accurate knowledge of the subject matter thereof. Borrower has
disclosed to Lender every fact of which it is aware which might adversely
affect the business, operations or financial condition of Borrower or the
ability of Borrower to perform its obligations under this Amendment, the
Loan Agreement or under any of the other Loan Documents. None of the
information furnished to Lender by or on behalf of Borrower contained any
material misstatement of fact or omitted to state a material fact or any
fact necessary to make the statements contained herein or therein not
materially misleading.
(iii) No Event of Default or Default exists as of the date hereof.
(b) Expenses. Borrower agrees to pay on demand all costs and expenses of
Lender (including the reasonable fees and expenses of outside counsel for
Lender) in connection with the preparation, negotiation, execution, delivery and
administration of this Amendment and all other instruments or documents provided
for herein or delivered in connection herewith. In addition, Borrower agrees to
pay, and save Lender harmless from all liability for, any stamp or other taxes
which may be payable in connection with the execution or delivery of this
Amendment or the Loan Agreement, as amended hereby, and the execution and
delivery of any instruments or documents provided for herein or delivered or to
be delivered hereunder or in connection herewith. All obligations provided in
this Section 4(b) shall survive any termination of this Amendment and the Loan
Agreement as amended hereby.
(c) Governing Law. This Amendment shall be a contract made under and
governed by the internal laws of the State of New York.
(d) Counterparts. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Amendment.
(e) Reference to Loan Agreement. On and after the effectiveness of the
amendment to the Loan Agreement accomplished hereby, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like
import, and each reference to the Loan Agreement in any other Loan Documents, or
other agreements, documents or other instruments executed and delivered pursuant
to the Loan Agreement, shall mean and be a reference to the Loan Agreement, as
amended by this Amendment.
(f) Successors. This Amendment shall be binding upon Borrower, Lender and
their respective successors and assigns, and shall inure to the benefit of
Borrower, Lender and the successors and assigns of Lenders.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized and delivered at
New York, New York as of the date first above written.
NORTHWEST TELEPRODUCTIONS, INC.
By /s/ Xxxxxxx X. Xxxxxx
Its C.F.O.
NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS
NATIONSCREDIT COMMERCIAL FUNDING DIVISION
By /s/ Xxxxxx Xxxxxxx
Its
The undersigned guarantors hereby acknowledge the foregoing amendment and
ratify and reaffirm their respective guarantees of the obligations of Northwest
Teleproductions, Inc.
NORTHWEST TELEPRODUCTIONS/
CHICAGO, INC.
By /s/ Xxxxxxx X. Xxxxxx
Its C.F.O.
SOUTHWEST TELEPRODUCTIONS, INC.
By /s/ Xxxxxxx X. Xxxxxx
Its C.F.O.
