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EXHIBIT 10.1.5
January 28, 2000
CONGRESS FINANCIAL CORPORATION (NORTHWEST)
One Main Place, 101 Southwest Main
Suite 725
Portland, Oregon 97204
Re: Amendment No. 5 to Loan and Security Agreement
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Ladies and Gentlemen:
CONGRESS FINANCIAL CORPORATION (NORTHWEST) ("Lender") and VALLEY MEDIA,
INC., a Delaware corporation ("Borrower"), have entered into certain financing
arrangements pursuant to the Loan and Security Agreement, dated as of May 21,
1998, by and between Lender and Borrower (as amended, the "Loan Agreement") and
all other Financing Agreements at any time executed and/or delivered in
connection therewith or related thereto. All capitalized terms used herein
shall have the meaning assigned thereto in the Loan Agreement, unless otherwise
defined herein.
Borrower has requested that Lender amend certain provisions of the Loan
Agreement (a) to increase the Maximum Credit, (b) with respect to the unused
line fee set forth in Section 3.4 of the Loan Agreement and (c) to extend the
Renewal Date, and Lender is willing to agree to the foregoing, on and subject to
the terms and conditions contained in this Amendment No. 5 to Loan and Security
Agreement (this "Amendment").
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties hereto hereby agree as follows:
1. Increase in Maximum Credit. Section 1.33 of the Loan Agreement is
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hereby deleted in its entirety and the following is hereby substituted therefor:
[][]Maximum Credit[] shall mean $210,000,000 at all times from and
after January 31, 2000.[]
2. Permanent Availability Blockage. Section 2.1(a) of the Loan Agreement
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is hereby amended by deleting the period at the end of subsection (a)(iii)
thereof and inserting [], less[] in lieu thereof and by adding thereto
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immediately after such subsection (a)(iii) the following new subsection (a)(iv):
[](iv) an amount equal to two (2%) percent of the Revolving Loans
and Letter Accommodations which would otherwise be available to Borrower under
the lending formulas set forth in Sections 2.1(a)(i) above.
3. Reduction in Basis for Calculation of Unused Line Fee. Section 3.4 of
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the Loan Agreement is hereby deleted in its entirety and the following is hereby
substituted therefor:
"3.4 Unused Line Fee. Borrower shall pay to Lender monthly, while
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this Agreement is in effect and for so long thereafter as any of the
Obligations are outstanding, an unused line fee at a rate equal to
three-eights (3/8%) percent per annum calculated upon the amount by
which the amount equal to sixty (60%) percent of the Maximum Credit
exceeds the average daily principal balance of the outstanding
Revolving Loans and Letter of Credit Accommodations during the
immediately preceding such month (or part thereof) while this
Agreement is in effect and for so long thereafter as any of the
Obligations are outstanding, which fee shall be payable on the first
of each month in arrears."
4. Renewal Date Extension. Section 12.1(a) of the Loan Agreement is
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hereby amended by deleting the first sentence thereof in its entirety and
substituting the following therefor:
[] This Agreement and the other Financing Agreements shall become
effective as of the date set forth on the first page hereof and shall continue
in full force and effect for a term ending on May 21, 2002 (the []Renewal
Date[]), and from year to year thereafter, unless sooner terminated pursuant to
the terms hereof.[]
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5. Early Termination Fee Amendment. Sections 12.1(c)(i)(B) and (C) are
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hereby deleted in their entirety and the following are hereby substituted
therefor:
[](B) 1/2% of the Maximum Credit From May 22, 1999 to and including
May 21, 2001
(C) 0% of the Maximum Credit From May 22, 2001 to and including
May 21, 2002.[]
6. Amendment Fee. In consideration of the amendments to the financing
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arrangements as set forth herein, Borrower shall pay to Lender or Lender, at its
option, may charge the account(s) of Borrower maintained by Lender an amendment
fee in the amount of $37,500, which fee is fully earned and payable as of the
date hereof and shall constitute part of the Obligations.
7. Representations, Warranties and Covenants. In addition to the
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continuing representations, warranties and covenants heretofore made by Borrower
to Lender pursuant to the Loan Agreement and the other Financing Agreements,
Borrower hereby represents, warrants and covenants with and to Lender as follows
(which representations, warranties and covenants are continuing and shall
survive the execution and delivery of this Amendment and shall be incorporated
into and made a part of the Financing Agreements):
(a) No Event of Default exists on the date of this Amendment (after
giving effect to the amendments to the Loan Agreement made by this
Amendment); and
(b) This Amendment has been duly executed and delivered by Borrower
and is in full force and effect as of the date hereof, and the
agreements and obligations of Borrower contained herein constitute its
legal, valid and binding obligations enforceable against Borrower in
accordance with their respective terms.
8. Conditions Precedent. This Amendment shall not become effective unless
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all of the following conditions precedent have been satisfied in full, as
determined by Lender:
(a) The receipt by Lender of an original of this Amendment, duly
authorized, executed and delivered by Borrower;
(b) as of the date of this Amendment, no Event of Default shall have
occurred and be continuing and no event shall have occurred or a
condition be existing and continuing which, with notice or passage of
time or both, would constitute an Event of Default; and
(c) the receipt by Lender of a duly executed Secretary[]s Certificate
of Directors[] Resolutions, in form and substance satisfactory to Lender,
evidencing that Borrower is duly authorized to enter into this Amendment,
including, without limitation, to agree to the increase in the Maximum
Credit provided for in this Amendment.
9. Effect of this Amendment. Except as modified pursuant hereto, no other
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changes or modifications to the Loan Agreement and the other Financing
Agreements are intended or implied and in all other respects the Loan Agreement
and the other Financing Agreements are hereby specifically ratified, restated
and confirmed by all parties hereto as of the effective date hereof. To the
extent of any conflict between the terms of this Amendment and the Loan
Agreement or any of the other Financing Agreements, the terms of this Amendment
shall control. The Loan Agreement and this Amendment shall be read and
construed as one agreement.
10. Further Assurances. At Lender's request, Borrower shall execute and
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deliver such additional documents and take such additional actions as Lender
reasonably requests to effectuate the provisions and purposes of this Amendment
and to protect and/or maintain perfection of Lender's security interests in and
liens upon the Collateral.
11. Governing Law. The validity, interpretation and enforcement of this
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Amendment in any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise shall be governed by the
internal laws of the State of California (without giving effect to principles of
conflicts of law).
12. Binding Effect. This Amendment shall be binding upon and enure to the
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benefit of each of the parties hereto and their respective successors and
assigns.
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13. Counterparts. This Amendment may be executed in any number of
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counterparts, but all of such counterparts when executed shall together
constitute one and the same Agreement. In making proof of this Amendment, it
shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto.
Very truly yours,
VALLEY MEDIA, INC.
By: /s/ Donald E. Rose
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Title: Treasurer
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AGREED:
CONGRESS FINANCIAL CORPORATION (NORTHWEST)
By: /s/ Rodney D. Davis
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Title: First Vice President
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