EXHIBIT 10.16
AMENDMENT NO. 1
Amendment No. 1 dated as of November 1, 2001 among LIBERTY
LIVEWIRE CORPORATION, a Delaware corporation (the "BORROWER"), the several banks
and financial institutions from time to time parties thereto (the "LENDERS") and
BANK OF AMERICA, N.A., as administrative agent for the Lenders (the
"ADMINISTRATIVE AGENT").
W I T N E S S E T H
WHEREAS, the Borrower, the Lenders and the Administrative Agent
are parties to the Credit Agreement dated as of December 22, 2000, (the "CREDIT
AGREEMENT"; terms defined in the Credit Agreement are used herein as defined
therein);
WHEREAS, the parties desire to amend the Credit Agreement to
modify certain provisions thereof;
NOW THEREFORE, in consideration of the premises contained herein
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Credit Agreement.
(a) Amendment of Section 5.2. Section 5.2 of the Credit Agreement is
hereby amended by deleting the word "and" at the end of clause (g) thereof and
deleting clause (h) thereof and inserting the following in its place:
(h) promptly after the delivery thereof to any Person
(other than an Affiliate), any audited financial statements of
the Borrower or any of its Subsidiaries (together with the
report, if any, related thereto) which are not otherwise required
to be delivered under Section 5.1; and
(i) promptly, such additional financial and other
information as any Lender may from time to time reasonably
request.
(c) Amendment of Section 6.3. Section 6.3(i) of the Credit Agreement is
hereby deleted in its entirety and the following inserted in its place:
(i) other Liens securing Purchase Money Indebtedness and
other Indebtedness incurred after the Closing Date, so long as
the aggregate principal amount of such Purchase Money
Indebtedness and other Indebtedness does not exceed $25,000,000;
provided that any Liens securing such Indebtedness shall be
limited to assets (and not any Capital Stock) which are owned by
the Borrower or a Subsidiary but not subject to any Lien in favor
of the Administrative Agent for the benefit of the Lenders.
SECTION 2. Representations and Warranties of the Borrower. The
Borrower represents and warrants that, after giving effect to this Amendment,
all the representations and
warranties of the Borrower contained in Section 3 of the Credit Agreement shall
be true in all material respects.
SECTION 3. Conditions to Effectiveness. This Amendment shall be
effective when the Administrative Agent shall have received:
(a) counterparts hereof executed by duly authorized officers of
the Borrower and by duly authorized signatories of the Required Lenders;
(b) a certificate of a Responsible Officer of the Borrower
certifying that (i) this Amendment has been duly authorized, (ii) all
representations and warranties are true as of the effective date hereof,
and (iii) prior to and after giving effect to this Amendment, no Default
or Event of Default shall have occurred which is continuing;
(c) a consent from each Guarantor not a party hereto in the form
attached as EXHIBIT A; and
(d) such other documents and certificates as the Administrative
Agent may request.
SECTION 4. Reference to and Effect in the Loan Documents. (a)
Upon the effectiveness of this Amendment, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Loan Documents and all the Collateral
described therein do and shall continue to secure the payment of all obligations
of the Borrower under the Credit Agreement, the Notes and the other Loan
Documents, in each case as amended hereby.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under any of
the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
BORROWER:
LIBERTY LIVEWIRE CORPORATION
By: /s/ William E. Niles
-----------------------------------
Name: William E. Niles
Title: Executive Vice President
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Matthew Koenig
-----------------------------------
Name: Matthew Koenig
Title: Managing Director
THE LENDERS:
BANK OF AMERICA, N.A.
By: /s/ Matthew Koenig
-----------------------------------
Name: Matthew Koenig
Title: Managing Director
CITICORP USA, INC.
By:
-----------------------------------
Name:
Title:
THE BANK OF NEW YORK COMPANY, INC.
By: /s/ John C. Lambert
-----------------------------------
Name: John C. Lambert
Title: Authorized Signer
GENERAL ELECTRIC CAPITAL CORPORATION
By:
-----------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
-----------------------------------
Name:
Title:
ING (U.S.) CAPITAL LLC
By: /s/ Loring Guessous
-----------------------------------
Name: Loring Guessous
Title: Managing Director
BNP PARIBAS
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By: /s/ Masahito Fukuda
-----------------------------------
Name: Masahito Fukuda
Title: Senior Vice President
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THE GOVERNOR AND COMPANY OF THE BANK OF
IRELAND
By: /s/ Mary Connelly
-----------------------------------
Name: Mary Connelly
Title: Authorized Signatory
By: /s/ Geraldine Hannon
-----------------------------------
Name: Geraldine Hannon
Title: Authorized Signatory
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Michael J. Wiskind
-----------------------------------
Name: Michael J. Wiskind
Title: Vice President
U.S. BANK N.A.
By: /s/ Melissa S. Forbes
-----------------------------------
Name: Melissa S. Forbes
Title: Vice President
PACIFIC CENTURY BANK, N.A.
By:
-----------------------------------
Name:
Title:
EAST WEST BANK
By: /s/ Nancy A. Moore
-----------------------------------
Name: Nancy A. Moore
Title: Senior Vice President
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EXHIBIT A
REAFFIRMATION AND CONSENT
Dated as of November 1, 2001
Each of the undersigned, a Subsidiary of Liberty Livewire
Corporation that has entered into one or more Loan Documents (as defined in the
Credit Agreement referred to in the foregoing Amendment No. 1), hereby consents
to said Amendment and hereby reaffirms and agrees that (i) such Loan Documents
are, and shall continue to be, in full force and effect and are hereby ratified
and confirmed in all respects except that, upon the effectiveness of, and on and
after the date of, such Amendment No. 1, each reference in such Loan Documents
to the "Credit Agreement", "thereunder", "thereof" or words of like import shall
mean and be a reference to the Credit Agreement as amended by said Amendment,
and (ii) the Loan Documents to which the undersigned is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of
all Obligations.
LIBERTY SEG ACQUISITION SUB, LLC
TRIUMPH COMMUNICATIONS INC.
TRIUMPH COMMUNICATIONS & LEASING
SERVICES INC.
AMERICAN SIMULCAST CORP.
THE TRIUMPH SWITCH COMPANY LLC
MODERN MUSIC MAGIC, LLC
VINE STREET MAGIC, LLC
SOUNDELUX HOLLYWOOD II, LLC
SOUNDELUX HOLLYWOOD III, LLC
TODD-AO STUDIOS
TODD-AO VIDEO SERVICES
TODD-AO STUDIOS WEST
TODD-AO STUDIOS EAST, INC.
SOUND ONE CORPORATION
TODD-AO HOLLYWOOD DIGITAL
TODD-AO DVD, INC.
TODD-AO AMUSEMENT PRODUCTION SERVICES,
LLC
TODD-AO DIGITAL IMAGES
HOLLYWOOD SUPPLY COMPANY
ANGAROLA, INC.
TODD-AO PRESERVATION SERVICES
TODD-AO PRODUCTIONS, INC.
TODD-AO, ESPANA
FOUR MEDIA COMPANY
4MC-BURBANK, INC.
MERIDIAN SOUND CORP.
CATALINA TRANSMISSION CORP.
DIGITAL MAGIC COMPANY
ANDERSON VIDEO COMPANY
VSDD ACQUISITION CORP.
SYMPHONIC VIDEO LLC
DIGITAL DOCTORS LLC
4MC COMPANY 3, INC.
VISUALIZE
10 MOONS AT POP, INC.
SANTA MONICA FINANCIAL, INC.
POP ANIMATION
MSCL, INC.
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FILMCORE EDITORIAL SAN FRANCISCO LLC
FILMCORE EDITORIAL LOS ANGELES LLC
COMPANY 11 PRODUCTIONS
DIGITAL SOUND & PICTURE, INC.
4MC RADIANT, INC.
525 STUDIOS, INC.
GWNS ACQUISITION SUB, INC.
ANS ACQUISITION SUB, INC.
COMPANY 3 NEW YORK, INC.
525 HOLDINGS, INC.
A.F. ASSOCIATES, INC.
AFA PRODUCTS GROUP, INC.
ATLANTIC SATELLITE COMMUNICATIONS, INC.
AUDIO PLUS VIDEO INTERNATIONAL, INC.
CABANA CORP.
INTERNATIONAL POST FINANCE LIMITED
INTERNATIONAL POST LEASING LIMITED
IPL 235 CORP.
LIBERTY LIVEWIRE LLC
MANHATTAN TRANSFER/EDIT, INC.
THE POST EDGE, INC.
VIDEO RENTALS, INC.
VIDEO SERVICES CORPORATION
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VSC CORPORATION
VSC EXPRESS COURIER, INC.
VSC LIMA CORP.
VSC MAL CORP.
WATERFRONT COMMUNICATIONS CORPORATION
MERIDIAN SOUND, LLC
525 STUDIOS, LLC
TRIUMPH COMMUNICATIONS & FIBER SERVICES,
LLC
VSC EXPRESS COURIER, LLC
CINRAM-POP DVD CENTER LLC
LIVEWIRE NETWORK SERVICES, LLC
By: /s/ William E. Niles
-----------------------------------
Name: William E. Niles
Title: Assistant Secretary
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