determined in accordance
with GAAP."
(ii)
Quick Ratio.
Borrowers shall
maintain, as of the last day of each fiscal quarter, a Quick Ratio of at least
1.80 to 1.00.
As used herein, "Quick Ratio" means ratio of Quick Assets to
Current Liabilities plus, to the extent not already included therein, all
Indebtedness (including without limitation any Contingent Obligations) owing
from Borrower to Bank.
(iii)
Tangible Net Worth.
Borrowers shall
maintain, as of the last day of each fiscal quarter, a Tangible Net Worth of
greater than Fifty-Seven Million Dollars ($57,000,000) (the "Initial Minimum
Tangible Net Worth").
The Initial Minimum Tangible Net Worth of Borrowers shall
be increased by an amount equal to forty percent (40%) of Borrowers' net income
in each fiscal quarter (but shall not be reduced by the amount of any net
losses)."
11.
SECTION 6.9 OF THE AGREEMENT IS HEREBY IS
HEREBY DELETED IN ITS ENTIRETY.
12.
THE EXHIBIT D (COMPLIANCE CERTIFICATE)
ATTACHED TO THE AGREEMENT IS HEREBY AMENDED AND REPLACED IN ITS ENTIRETY WITH
THE EXHIBIT D (COMPLIANCE CERTIFICATE) ATTACHED HERETO, WHICH IS HEREBY
INCORPORATED THEREIN BY THIS REFERENCE.
13.
THE ANNEX A ATTACHED TO THE COMPLIANCE
CERTIFICATE IS HEREBY AMENDED AND REPLACED IN ITS ENTIRETY WITH THE ANNEX A TO
THE COMPLIANCE CERTIFICATE ATTACHED HERETO, WHICH IS HEREBY INCORPORATED THEREIN
BY THIS REFERENCE.
14.
UNLESS OTHERWISE DEFINED, ALL INITIALLY
CAPITALIZED TERMS IN THIS AMENDMENT SHALL BE AS DEFINED IN THE AGREEMENT.
THE
AGREEMENT, AS AMENDED HEREBY, SHALL BE AND REMAIN IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS RESPECTIVE TERMS AND HEREBY IS RATIFIED AND CONFIRMED IN ALL
RESPECTS.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE EXECUTION, DELIVERY, AND
PERFORMANCE OF THIS AMENDMENT SHALL NOT OPERATE AS A WAIVER OF, OR AS AN
AMENDMENT OF, ANY RIGHT, POWER, OR REMEDY OF BANK UNDER THE AGREEMENT, AS IN
EFFECT PRIOR TO THE DATE HEREOF.
BORROWERS RATIFY AND REAFFIRM THE CONTINUING
EFFECTIVENESS OF ALL PROMISSORY NOTES, GUARANTIES, SECURITY AGREEMENTS,
MORTGAGES, DEEDS OF
4
TRUST, ENVIRONMENTAL AGREEMENTS, AND ALL OTHER INSTRUMENTS, DOCUMENTS AND
AGREEMENTS ENTERED INTO IN CONNECTION WITH THE AGREEMENT.
15.
BORROWERS REPRESENTS AND WARRANT THAT THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE AGREEMENT ARE TRUE AND CORRECT
AS OF THE DATE OF THIS AMENDMENT, AND THAT NO EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING.
16.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
17.
AS A CONDITION TO THE EFFECTIVENESS OF THIS
AMENDMENT, BANK SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO BANK,
THE FOLLOWING:
(A)
THIS AMENDMENT, DULY EXECUTED BY THE
BORROWERS;
(B)
AN AMOUNT EQUAL TO ANY BANK EXPENSES
INCURRED THROUGH THE DATE OF THIS AMENDMENT; AND
(C)
SUCH OTHER DOCUMENTS, AND COMPLETION OF
SUCH OTHER MATTERS, AS BANK MAY REASONABLY DEEM NECESSARY OR APPROPRIATE.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.
MEDIA ARTS