1
EXHIBIT 10.14
FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made as of the 14th day of February, 1997, by and between INTEGRITY
INCORPORATED, a Delaware corporation (hereinafter referred to as "Borrower"),
and CREDITANSTALT CORPORATE FINANCE, INC., a Delaware corporation (hereinafter
referred to as the "Lender").
W I T N E S S E T H :
WHEREAS, Borrower and the Lender are party to that certain Loan and
Security Agreement dated as of August 2, 1996 (the "Loan Agreement") pursuant to
which the Lender made available to Borrower a revolving credit facility
permitting advances of up to Six Million Dollars ($6,000,000) at any one time
outstanding and a term loan in the principal amount of Thirteen Million Dollars
($13,000,000); and
WHEREAS, Borrower has requested that the Lender modify the financial
covenants set forth in Section 8 of the Loan Agreement; and
WHEREAS, Borrower and the Lender desire to restrict the ability of Borrower
and its Subsidiaries to transfer any assets to Borrower's Australian Subsidiary,
Integrity Music Pty Ltd, upon the terms and conditions set forth below;
WHEREAS, Borrower and the Lender desire to modify the Loan Agreement
according to the terms and conditions more particularly described in this
Amendment;
NOW, THEREFORE, in consideration of the foregoing premises, the terms and
conditions herein stated, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Defined terms used herein, as indicated by the
initial capitalization thereof, shall have the meanings ascribed to such terms
in the Loan Agreement, except to the extent that such terms are amended by this
Amendment.
2. Certain Definitions.
(a) Section 1.1 of the Loan Agreement is hereby amended by
inserting the following new definition in its correct alphabetical order:
"Australian Subsidiary" shall mean Integrity Music Pty Ltd, an
Australian corporation which is a wholly-owned subsidiary of Borrower.
2
(b) Section 1.1 of the Loan Agreement is hereby amended by
deleting the definition of "Capital Expenditures" set forth on page 3 of the
Loan Agreement in its entirety.
3. Additional Collateral. The Loan Agreement is hereby further amended
by deleting Section 4.2(b) thereof in its entirety and by substituting therefore
a new Section 4.2(b) to read as follows:
(b) Stock Pledge Agreement. Borrower shall execute and deliver
a stock pledge agreement, substantially in the form of Exhibit D
attached hereto (the "Stock Pledge Agreement"), in favor of Lender,
pledging to Lender all of the issued and outstanding shares of Capital
Stock of Subsidiaries (other than the Foreign Subsidiaries) and
sixty-five percent (65%) of the issued and outstanding shares of the
Foreign Subsidiaries other than the Australian Subsidiary.
4. Financial Covenants. The Loan Agreement is hereby further amended
by deleting Sections 8.1 through 8.5 thereof in their entirety and by
substituting therefore new Sections 8.1 through 8.5 to read as follows:
8.1 Net Worth. Borrower and its consolidated Subsidiaries shall
maintain at all times during the applicable periods set forth below, a
Net Worth, on a consolidated basis, of not less than the amount set
forth opposite each such applicable period:
APPLICABLE PERIOD AMOUNT
----------------------- -----------
01/01/97 - 12/31/97 $10,000,000
01/01/98 - 12/31/98 $11,000,000
01/01/99 - 12/31/99 $13,000,000
01/01/00 - 12/31/00 $15,000,000
At all times thereafter $17,000,000
8.2 Cash Flow. Borrower and its Subsidiaries shall maintain as
of the end of each fiscal quarter of Borrower during the applicable
periods set forth below, a Cash Flow for such fiscal quarter, in the
case of the fiscal quarter ending on March 31, 1997, and for the four
fiscal quarter period then ended, in the case of each fiscal quarter
thereafter, of not less than the amount set forth opposite each such
applicable period:
2
3
APPLICABLE PERIOD AMOUNT
------------------- ----------
01/01/97 - 03/31/97 $1,000,000
04/01/97 - 09/30/97 $4,000,000
10/01/97 - 12/31/97 $5,500,000
01/01/98 - 06/30/98 $6,000,000
07/01/98 - 12/31/98 $6,500,000
01/01/99 - 12/31/99 $7,000,000
At all times thereafter $7,500,000
8.3 Leverage Ratio. Borrower and its consolidated Subsidiaries
shall maintain, on a consolidated basis, as of the end of each fiscal
quarter of Borrower during the applicable periods set forth below a
Leverage Ratio for each such quarter of not greater than the ratio set
forth below opposite the applicable period during which such quarter
occurs:
APPLICABLE PERIOD RATIO
----------------------- -------
01/01/97 - 03/31/97 2.0:1.0
04/01/97 - 12/31/97 1.8:1.0
01/01/98 - 12/31/98 1.5:1.0
01/01/99 - 12/31/99 1.2:1.0
01/01/00 - 12/31/00 1.1:1.0
At all times thereafter 1.0:1.0
8.4 Interest Coverage Ratio. Borrower and its consolidated
Subsidiaries shall maintain, on a consolidated basis, as of the end of
each fiscal quarter of Borrower during the applicable periods set
forth below, an Interest Coverage Ratio for such fiscal quarter, in
the case of each fiscal quarter ending on or prior to June 30, 1997,
and for the four fiscal quarter period then ended, in the case of each
fiscal quarter thereafter, of not less than the ratio set forth below
opposite each such applicable period:
APPLICABLE PERIOD RATIO
----------------------- ---------
01/01/97 - 09/30/97 2.50:1.00
10/01/97 - 12/31/97 3.50:1.00
At all times thereafter 4.00:1.00
8.5 Fixed Charge Coverage Ratio. Borrower and its consolidated
Subsidiaries shall maintain, on a consolidated basis, as of the end of
each fiscal quarter of Borrower during the applicable period set forth
below, a Fixed Charge Coverage Ratio for such fiscal quarter, in the
case of each fiscal quarter ending on or prior to September 30, 1997,
and for the four fiscal quarter period then ended, in the
3
4
case of each fiscal quarter thereafter, of not less than the ratio set
forth opposite each such applicable period:
APPLICABLE PERIOD RATIO
----------------------- ---------
01/01/97 - 12/31/97 1.00:1.00
01/01/98 - 12/31/99 1.10:1.00
01/01/00 - 12/31/00 1.20:1.00
At all times thereafter 1.25:1.00
5. Additional Documentation. The Loan Agreement is hereby further
amended by deleting Section 6.14 thereof in its entirety and by substituting
therefore a new Section 6.14 to read as follows:
6.14 Additional Documentation. Promptly upon the request of
Lender, (a) execute and deliver to Lender a stock pledge agreement,
pledging to Lender as security for the Obligations sixty-five percent
(65%) of the issued and outstanding shares of capital stock of the
Australian Subsidiary; and (b) cause Integrity Music to execute and
deliver to Lender a guaranty of the Obligations and a security
agreement granting to lender a Lien on substantially all of its assets
as security for the Obligations.
6. Amendment Fee. In consideration of the amendments set forth herein,
Borrower agrees to pay to Lender an amendment fee (the "Amendment Fee") in the
amount of $20,000, which shall be due and payable on the date of execution
hereof. Such fee shall be fully earned on payment thereof and shall not be
subject to proration or rebate for any reason.
7. Conditions Precedent. Subject to the terms and conditions hereof,
this Amendment and the amendments set forth herein shall not become effective
unless and until (a) this Amendment has been executed by both the Borrower and
the Lender and (b) Borrower shall have paid to Lender the amendment fee
described in Section 6 hereof.
8. Representations and Warranties; No Default.
(a) Borrower hereby represents and warrants to the Lender that as
of the date hereof, and after giving effect to this Amendment, (i) all of
Borrower's representations and warranties contained in the Loan Agreement, as
amended hereby, and the other Loan Documents are true and correct on and as of
the date hereof, and (ii) no Default or Event of Default has occurred and is
continuing as of such date under any Loan Document.
(b) Borrower hereby further represents and warrants to the
Lender that (i) Borrower has the power and authority to enter into this
Amendment and to perform all of its obligations hereunder; (ii) the execution
and delivery of this Amendment has been duly authorized by all necessary action
(corporate or otherwise) on the part of Borrower; and (iii) the execution and
delivery of this Amendment and performance thereof by Borrower does not and will
not violate the
4
5
Certificate of Incorporation, By-laws or other organizational documents of
Borrower and does not and will not violate or conflict with any law, order,
writ, injunction, or decree of any court, administrative agency or other
governmental authority applicable to Borrower or its properties.
9. No Claims; Offset. Borrower hereby represents, warrants, acknowledges
and agrees to and with the Lender that (a) Borrower does not hold or claim any
right of action, claim, cause of action or damages, either at law or in equity,
against the Lender which arises from, may arise from, allegedly arise from, are
based upon or are related in any manner whatsoever to the Loan Agreement and the
Loan Documents or which are based upon acts or omissions of the Lender in
connection therewith and (b) the Obligations are absolutely owed to the Lender,
without offset, deduction or counterclaim.
10. Limitation of Amendment. Except as expressly set forth herein, this
Amendment shall not be deemed to waive, amend or modify any term or condition of
the Loan Agreement or any other Loan Documents, each of which is hereby ratified
and reaffirmed and which shall remain in full force and effect, nor to serve as
a consent to any matter prohibited by the terms and conditions thereof.
11. Counterparts. This Amendment may be executed in two or more
counterparts, each of which when fully executed shall be deemed to constitute
one and the same agreement. Any signature page to this Amendment may be
witnessed by a telecopy or other facsimile of any original signature page and
any signature page of any counterpart hereof may be appended to any other
counterpart hereof to form a completely executed counterpart hereof.
12. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties hereto.
13. Section References. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
14. Costs, Expenses and Taxes. Borrower agrees to pay on demand all costs
and expenses of the Lender in connection with the preparation, execution,
delivery and enforcement of this Amendment and all other Amendment Documents
executed in connection herewith, and any other transactions contemplated hereby,
including, without limitation, reasonable attorneys' fees.
15. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of laws.
5
6
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed under seal as of the day and year first above written.
"BORROWER"
INTEGRITY INCORPORATED
By: /s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title:
[CORPORATE SEAL]
"LENDER"
CREDITANSTALT CORPORATE FINANCE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Senior Associate
6