Exhibit (a)(1)
FOURTH AMENDMENT
TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT ("Fourth Amendment") is
entered into as of October 1, 1996 by and between THE TODD-AO CORPORATION, a
Delaware corporation (the "Borrower") and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, (the "Bank") and amends that certain Credit Agreement
dated as of December 2, 1994 between Borrower and the Bank, as amended by a
First Amendment to Credit Agreement dated as of March 13, 1995, a Second
Amendment to Credit Agreement dated as of April 5, 1996 and a Third Amendment
to Credit Agreement dated as of June 14, 1996 (as so amended, the
"Agreement").
RECITAL
The Borrower desires to assume and incur up to $12,500,000 in
capital expenditures in fiscal year 1997, and the Bank is willing to allow
this, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Borrower and
the Bank hereby agree as follows:
1. Terms. All terms used herein shall have the same meaning as
in the Agreement unless otherwise defined herein. All references to the
Agreement shall mean the Agreement as hereby amended.
2. Amendatory Provisions to Agreement. The Borrower and the Bank
hereby agree that the Agreement is amended as follows:
2.1 Section 8.9 of the Agreement is amended by inserting the
following at the end thereof before the period:
"provided, however, that the Borrower and its
Subsidiaries may assume and incur up to $12,500,000 in
capital expenditures in the aggregate in fiscal year
1997."
3. Representations and Warranties. The Borrower hereby
represents and warrants to the Bank that:
3.1 Authority. The Borrower has all the necessary corporate power
to make, execute and deliver this Fourth Amendment, and this Fourth Amendment
is the legal, valid and enforceable obligation of the Borrower it purports to
be.
3.2 No Legal Obstacle to Agreement. Neither the execution of this
Fourth Amendment, the making by the Borrower of any borrowings under the
Agreement, nor the performance of the Agreement has constituted or resulted
in or will constitute or result in a breach of the provisions of any contract
to which the Borrower is a party, or the violation of any law, judgment,
decree or governmental order, rule or regulation applicable to Borrower, or
result in the creation under any agreement or instrument of any security
interest, lien, charge, or encumbrance upon any of the assets of the Borrower
other than pursuant to the Pledge Agreement. No approval or authorization of
any governmental authority is required to permit the execution, delivery or
performance by the Borrower of this Fourth Amendment, the Agreement, or the
transactions contemplated hereby or thereby, or the making of any Borrowings
by the Borrower under the Agreement.
3.3 Incorporation of Certain Representations. The representations
and warranties set forth in Section 4 of the Agreement are true and correct
in all respects on and as of the date hereof as though made on and as of the
date hereof.
3.4 Default. No Event of Default under the Agreement has occurred
and is continuing.
4. Conditions, Effectiveness. The effectiveness of this Fourth
Amendment shall be subject to the compliance by the Borrower with its
agreements herein contained, and to the delivery of such evidence with
respect to the Borrower or any other person as the Bank may reasonably
request to establish the consummation of the transactions contemplated
hereby, the taking of all corporate action in connection with this Fourth
Amendment
and the Agreement and the compliance with the conditions set forth herein.
5. Miscellaneous.
5.1 Effectiveness of the Agreement. Except as provided in this
Amendment, all of the terms and conditions of the Agreement shall remain in
full force and effect.
5.2 Waiver. This Fourth Amendment is specific in time and in
intent and does not constitute, nor should it be construed as, a waiver of
any right, power or privilege under the Agreement, or any agreement,
contract, indenture, document or instrument mentioned in the Agreement; nor
does it preclude other or further exercise of any right, power, privilege or
default hereunder, under the Agreement or under any agreement, contract,
indenture, document or instrument mentioned in the Agreement. The Bank
expressly reserves its right to exercise any remedy available to it under the
Agreement, or any agreement, contract, indenture, document or instrument
mentioned in the Agreement.
5.3 Counterparts. This Fourth Amendment may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. This Fourth Amendment
shall not become effective until the Borrower and the Bank shall have signed
a copy hereof, whether the same or counterparts, and the same shall have been
delivered to the Bank.
5.4 Jurisdiction. This Fourth Amendment, and any instrument or
agreement required hereunder, shall be governed by and construed under the
laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as of the day and year first above written.
THE TODD-AO CORPORATION,
a Delaware corporation
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Fred L. Thorne
Vice President
CONSENT OF GUARANTORS
Each of the undersigned, as a Guarantor under its Continuing
Guaranty dated as of December 2, 1994, hereby consents to the foregoing
Fourth Amendment to Credit Agreement dated as of October 1, 1996 and confirms
that its Continuing Guaranty remains in full force and effect after giving
effect thereto.
Dated as of October 1, 1996
TODD-AO PRODUCTIONS INC.
TODD-AO STUDIOS EAST INC.
TODD-AO DIGITAL IMAGES
TODD-AO VIDEO SERVICES
TODD-AO STUDIOS WEST
By:
J.R. DeLang
Vice President