be taken into
account for purposes of this calculation only if positive).
6.
THE CREDIT AGREEMENT, AS AMENDED, IS
HEREBY AMENDED BY DELETING SECTION 10.6(A)(1) IN ITS ENTIRETY, AND BY
SUBSTITUTING IN LIEU THEREOF THE FOLLOWING NEW SECTION 10.6(A)(1):
(1)
Borrower may declare and make dividend
payments or other distributions to its owners, to the extent not prohibited
under applicable Requirements of Law, so long as no Default or Event of Default
would exist immediately after giving effect thereto;
4
7.
AS A CONDITION TO THE EFFECTIVENESS OF
THIS FOURTH AMENDMENT (A) BORROWER SHALL HAVE EXECUTED AND DELIVERED TO AGENT,
OR CAUSED TO BE EXECUTED AND DELIVERED TO AGENT, A SECOND AMENDMENT TO PLEDGE
AGREEMENT, THE PLEDGE AGREEMENT - M.G.A., THE PLEDGE AGREEMENT - M.G. MIDWEST,
THE PLEDGE AGREEMENT - MOVIE GALLERY FINANCE, AND A JOINDER AGREEMENT
(GUARANTY), TOGETHER WITH ALL STOCK CERTIFICATES AND OTHER ITEMS REQUIRED BY
AGENT IN CONNECTION THEREWITH; (B) BORROWER SHALL PAY TO LENDER PARTIES AN
EXTENSION FEE IN THE AMOUNT OF $97,500.00; (C) BORROWER SHALL REIMBURSE THE
LENDER PARTIES FOR ALL OF THE LENDER PARTIES' FEES AND EXPENSES, INCLUDING, BUT
NOT LIMITED TO, ANY AND ALL FILING FEES, RECORDING FEES, AND REASONABLE EXPENSES
AND FEES OF THE LENDER PARTIES' LEGAL COUNSEL, INCURRED IN CONNECTION WITH THE
PREPARATION, AMENDMENT, MODIFICATION OR ENFORCEMENT OF THIS FOURTH AMENDMENT,
THE CREDIT AGREEMENT, AS AMENDED, AND ANY AND ALL DOCUMENTS EXECUTED AND
DELIVERED IN CONNECTION HEREWITH OR THEREWITH; (D) BORROWER SHALL EXECUTE AND
DELIVER TO AGENT ALL FURTHER DOCUMENTS AND PERFORM ALL OTHER ACTS WHICH AGENT
REASONABLY DEEMS NECESSARY OR APPROPRIATE TO PERFECT OR PROTECT ITS SECURITY FOR
THE LOANS; AND (E) BORROWER SHALL HAVE DELIVERED TO AGENT SUCH OTHER
DOCUMENTATION, IF ANY, AS MAY BE REQUESTED BY AGENT TO SATISFY AGENT THAT THIS
FOURTH AMENDMENT, AND ALL OTHER DOCUMENTS AND INSTRUMENTS EXECUTED BY BORROWER
IN CONNECTION WITH THIS FOURTH AMENDMENT OR IN FURTHERANCE HEREOF HAVE EACH BEEN
DULY AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF BORROWER, AND CONSTITUTE
VALID AND BINDING OBLIGATIONS OF BORROWER.
8.
BORROWER REPRESENTS AND WARRANTS TO
AGENT THAT ALL REPRESENTATIONS AND WARRANTIES GIVEN BY BORROWER IN ARTICLE VII
OF THE CREDIT AGREEMENT, AS AMENDED, ARE TRUE AND CORRECT AS OF THE DATE HEREOF,
EXCEPT TO THE EXTENT AFFECTED BY THIS FOURTH AMENDMENT.
BORROWER REPRESENTS AND
WARRANTS TO AGENT THAT BORROWER IS IN FULL COMPLIANCE WITH ALL OF THE COVENANTS
OF BORROWER CONTAINED IN ARTICLES VIII, IX AND X OF THE CREDIT AGREEMENT, AS
AMENDED, EXCEPT TO THE EXTENT AFFECTED BY THIS FOURTH AMENDMENT.
9.
EXCEPT AS HERETOFORE OR HEREIN
EXPRESSLY MODIFIED, OR AS MAY OTHERWISE BE INCONSISTENT WITH THE TERMS OF THIS
FOURTH AMENDMENT (IN WHICH CASE THE TERMS AND CONDITIONS OF THIS FOURTH
AMENDMENT SHALL GOVERN), ALL TERMS OF THE CREDIT AGREEMENT, AS AMENDED, AND ALL
DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN FURTHERANCE THEREOF SHALL BE
AND REMAIN IN FULL FORCE AND EFFECT, AND THE SAME ARE HEREBY RATIFIED AND
CONFIRMED IN ALL RESPECTS.
10.
THE UNDERSIGNED GUARANTORS EXECUTE THIS
FOURTH AMENDMENT