1
EXHIBIT 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made and
dated as of the 30th day of June, 1998, by and among SANWA BANK CALIFORNIA
("Sanwa") and IMPERIAL BANK, as the current Lenders under the Credit Agreement
referred to below (and as the term "Lenders" and capitalized terms not otherwise
defined herein are used in the Credit Agreement), SANWA, in its capacity as
Agent for the Lenders, and EQUITY MARKETING, INC., a Delaware corporation (the
"Company").
RECITALS
A. Pursuant to that certain Credit Agreement dated as of January 26,
1996, by and among the Agent, the Lenders and the Company (as amended from time
to time, the "Credit Agreement"), the Lenders agreed to extend credit to the
Company on the terms and subject to the conditions set forth therein.
B. The Company, Agent and the Lenders desire to amend the Credit
Agreement in certain respects as set forth more particularly below.
NOW, THEREFORE, in consideration of the foregoing Recitals and for
other valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Modification of Financial Covenant. To reflect the agreement of the
parties hereto to modify one of the financial covenants contained in the Credit
Agreement, Paragraph 8(i) of the Credit Agreement is hereby amended to read in
its entirety as follows:
"8(i)Minimum Tangible Net Worth. Permit: (1) the Company's tangible
net worth as of the last day of any calendar quarter, commencing March 31,
1998, to be less than the sum of: (i) $20,000,000.00, plus (ii) on a
cumulative basis (with no deduction for losses) for each calendar quarter
after March 31, 1998, (y) seventy-five percent (75%) of the Company's net
profit after taxes during such calendar quarter plus (z) seventy-five
percent (75%) of the net proceeds of any additional equity shares or
subordinated debt issued by the Company; or
(2) the Company's consolidated tangible net worth as of the last day
of any calendar quarter, commencing March 31, 1998, to be less than the sum
of (i) $20,000,000.00, plus (ii) on a cumulative basis (with no deduction
for losses) for each calendar quarter after March 31, 1998, (y) seventy
five percent (75%) of the Company's consolidated net profit after taxes
during such calendar quarter plus (z) seventy five percent (75%) of the net
proceeds of any additional equity shares or subordinated debt issued by the
company or its subsidiaries."
2. Reaffirmation of Security Agreement. The Company hereby affirms and
agrees that (a) the execution and delivery by the Company of and the performance
of its obligations under this Amendment shall not in any way amend, impair,
invalidate or otherwise affect any of the obligations of the Company or the
rights of the Secured Parties under the Security Agreement or any other document
or instrument made or given by the Company in connection
19
2
therewith, (b) the term "Obligations" as used in the Security Agreement
includes, without limitation, the Obligations of the Company under the Credit
Agreement as amended hereby and (c) the Security Agreement remains in full force
and effect.
3. Reaffirmation of Guaranty. By executing this Amendment as provided
below, Corinthian Marketing, Inc. ("Corinthian") affirms and agrees that (a) the
execution and delivery by the Company of and the performance of its obligations
under this Amendment shall not in any way amend, impair, invalidate or otherwise
affect any of the obligations of the Corinthian or the rights of the Agent and
the Lenders under that certain Continuing Guaranty and under that certain
Subsidiary Security Agreement, each dated as of April 24, 1998, executed by
Corinthian or any other document or instrument made or given by the Corinthian
in connection therewith, (b) the term "Obligations" as used in the Loan
Documents includes, without limitation, the Obligations of the Company under the
Credit Agreement as amended hereby and (c) such Continuing Guaranty and
Subsidiary Security Agreement remain in full force and effect.
4. Effective Date. This Amendment shall be effective as of the date
first set forth above at such time as the Agent receives a copy of this
Amendment, which may be a counterpart copy, duly executed by each party hereto.
5. Representations and Warranties. The Company hereby represents and
warrants to the Agent and the Lenders as follows:
(a) The Company has the corporate power and authority and the
legal right to execute, deliver and perform this Amendment and has taken all
necessary corporate action to authorize such execution, delivery and
performance.
(b) This Amendment has been duly executed and delivered on behalf
of the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its respective
terms.
(c) At and as of the date of execution hereof and both prior to
and after giving effect hereto: (1) the representations and warranties of the
Company contained in the Credit Agreement and the other Loan Documents are
accurate and complete in all respects, and (2) there has not occurred an Event
of Default or Potential Default.
6. No Other Amendment. Except as expressly amended hereby, the Loan
Documents shall remain in full force and effect as written and amended to date.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
20
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the day and year first above written.
EQUITY MARKETING, INC.,
a Delaware corporation
By /s/ S.P. Robeck
----------------------------------
Name S.P. Robeck
--------------------------------
Title Chairman, Co-CEO
-------------------------------
SANWA BANK CALIFORNIA, as Agent
and as a Lender
By /s/ S.L. Skelton
----------------------------------
Name S.L. Skelton
--------------------------------
Title VP
-------------------------------
IMPERIAL BANK, as a Lender
By /s/ Jeff Colvin
----------------------------------
Name Jeff Colvin
--------------------------------
Title SVP
-------------------------------
21
4
ACKNOWLEDGED AND AGREED TO
as of the day and year first above written:
CORINTHIAN MARKETING, INC.
a Delaware corporation
By /s/ S.P. Robeck
----------------------------------
Name S.P. Robeck
--------------------------------
Title Chairman, Co-CEO
-------------------------------
22