This Security Agreement involves
Title: FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
Governing Law: Illinois Date: 6/9/2010
Industry: Retail (Catalog and Mail Order) Sector: Services
FIRST AMENDMENT TO REVOLVING CREDIT
AND SECURITY AGREEMENT
This First Amendment to Revolving Credit and Security Agreement (the “ Amendment ”) is made this 8 th day of June, 2010 by and among ValueVision Media, Inc ., a Minnesota corporation (“ValueVision”); ValueVision Interactive, Inc ., a Minnesota corporation; VVI Fulfillment Center, Inc ., a Minnesota corporation; ValueVision Media Acquisitions, Inc. , a Delaware corporation; ValueVision Retail, Inc ., a Delaware corporation (each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto as lenders (the “Lenders”) and PNC Bank, National Association (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
A. On November 25, 2009, Borrowers, Lenders and Agent entered into, inter alia, that certain Revolving Credit and Security Agreement (as same has been or may be amended, modified, renewed, extended, replaced or substituted from time to time, the “Loan Agreement”) to reflect certain financing arrangements between the parties thereto. The Loan Agreement and all other documents executed in connection therewith to the date hereof are collectively referred to as the “Existing Financing Agreements.” All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement.
B. The Borrowers have requested and the Agent and the Lenders have agreed to amend certain terms and provisions contained in the Loan Agreement, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:
1. Amendment .
(a) Upon the Effective Date, Article VI of the Loan Agreement shall be amended by deleting Section 6.5(a) and replacing it in its entirety as follows:
Fixed Charge Coverage Ratio . If at any time during any fiscal quarter commencing with the quarter ending January 29, 2011 and any fiscal quarter thereafter, Borrowers have more than $8,000,000 of outstanding Revolving Advances or if Undrawn Availability (Modified) is less than $10,000,000, Borrowers shall cause to be maintained as of the end of such fiscal quarter, a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0, measured on a trailing four (4) quarter basis.
(b) Upon the Effective Date, Article VI of the Loan Agreement shall be amended by deleting Section 6.5(b) and replacing it in its entirety as follows:
Minimum EBITDA . If at any time during any fiscal quarter through fiscal quarter ending October 30, 2010, Borrowers have more than $8,000,000 of outstanding Revolving Advances or if Undrawn Availability (Modified) is less than $10,000,000, cause to be achieved a minimum EBITDA of not less than the following amounts for the end of such quarter (i) ($4,300,000) for the three (3) month period ending May 1, 2010, (ii) ($10,000,000) for the six (6) month period ending July 31, 2010 and (iii) ($10,000,000) for the nine (9) month period ending October 30, 2010.
2. Representations and Warranties . Each of the Borrowers hereby:
(a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);
(b) reaffirms all of the covenants contained in the Loan Agreement, covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers and Guarantor to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;
(c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;
(d) represents and warrants that it has the authority a