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EXHIBIT 10.61
AMENDMENT NO. 2 dated as of March 30,
1998 to the Credit, Security, Guaranty
and Pledge Agreement dated as of November
4, 1997 (the "Credit Agreement"), among
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 Lneder
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 4 hereof, the
Credit Agreement is hereby amended as of the Effective Date (as hereinafter
defined) as follows:
(A) Section 6.16 of the Credit Agreement is hereby amended by deleting the
amount "$8,000,000"appearing therein and replacing it with "$1,000,000."
Section 3. Consent. The Lender hereby waives, effective as of
December 31, 1997, the Credit Parties' non-compliance with (i) Section 6.15 of
the Credit Agreement solely with respect to amount of allocated and unallocated
overhead expenses in the fourth quarter of fiscal year 1997 permitted by such
Section 6.15 and (ii) Section 6.16 jof the Credit Agreement solely with respect
to the Consolidated Capital Base for the quarter ended December 31, 1997
permitted by such Section 6.16.
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Section 4. Conditions to Effectiveness. The effectiveness of this
Amendment is subject ot the satisfaction in full of each of the conditions
precedent set forth in the Section 4 (the date on which all such conditions have
been satisfied being ▇▇▇▇▇ 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 ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel for the Lender.
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
(B) after fiving 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 Assurnaces. 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 reasonbly
deems necessary to effect the purposes of this Agreement.
Section 7. Fundamental Documents. This Amendment is designated a
Fundamental Document by the Lender.
Section 8. Full Force and Effect. Except as expressly amended
hereby, the Credit Agreement and the other Fundemental 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.
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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 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 12. Headings. The headings of this Amendment are for the
purposes of reference only and shll not affect the contruction of or be taken
into consideration in interpreting this Amendment.
IN WITNESS WHEREOF, the parties hereby have caused this Amendment to
be duly executed as of the date first writtne above.
BORROWER:
DOVE ENTERTAINMENT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Chief Officer
CORPORATE GUARANTORS:
DOVE INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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DOVE FOUR POINT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
LENDER:
Executed in THE CHASE MANHATTAN BANK, as Lender
New York, New York
By: /s/ DAVIDG. STAPLES
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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