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Exhibit 10.15
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as
of June 30, 2000, by and between PHOTOWORKS, INC. formerly known as Seattle
FilmWorks, Inc. a Washington corporation, OPTICOLOR, INC., a Washington
corporation and SEATTLE FILMWORKS MANUFACTURING COMPANY, a Washington
corporation (collectively, "Borrowers", and each individually, a "Borrower"),
and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
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WHEREAS, Borrowers are currently indebted to Bank pursuant to the terms and
condition of that certain Credit Agreement between Borrowers and Bank dated as
of March 1, 1997, as amended by that certain First Amendment to Credit Agreement
dated as of February 24, 1998, extended by that certain letter extension dated
as of April 1, 1999, as amended by that certain Second Amendment to Credit
Agreement dated as of June 30, 1999 and as amended by that certain Third
Amendment to Credit Agreement dated April 10, 2000 and as the same may be
further amended from time to time ("Credit Agreement");
WHEREAS, as evidenced by Borrowers' financial statement for the fiscal
quarter ending June 24, 2000, Borrowers have violated the net income, net worth
and debt service coverage ration covenants set forth in Section 4.8(a), (b) and
(d) of the Credit Agreement (the "Existing Violations");
WHEREAS, Borrowers have requested that Bank waive the Existing Violations
and extend the maturity date of the Line of Credit for a short period of time,
and Bank is willing to do so, subject to the terms and conditions set forth
herein;
WHEREAS, Bank and Borrowers have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Bank hereby waives the Existing Violations. Such waiver shall not be
deemed a waiver by Bank of any other violation which may occur under
the Credit Agreement or the other Loan Documents, or a waiver of any
subsequent violation of the covenants which are the subject of the
Existing Violations.
2. Section 1.1.(a) is hereby amended by deleting "June 30, 2000" as the
last day on which Bank will make advances under the Line of Credit,
and by substituting for said date "September 15, 2000," with such
change to be effective upon the execution and delivery to Bank of a
promissory note substantially in the form of Exhibit A attached hereto
(which promissory note shall replace and be deemed the Line of Credit
Note defined in and made pursuant to the Credit Agreement) and all
other contracts, instruments and documents required by Bank to
evidence such change.
3. Pursuant to Section 1.1 (b) of the Credit Agreement, if Bank pays any
draft under a Letter of Credit, the amount of such draft is deemed an
advance under the Line of Credit to be repaid in accordance with the
terms and conditions of the Credit Agreement applicable to such
advances. At Borrowers' request, Bank may liquidate all or a portion
of the assets maintained in PhotoWorks, Inc.'s Safekeeping Account No.
22038061 held with Norwest Investment Services, Inc. (the "Account")
in which Bank has been granted a security interest, in an amount
sufficient to repay in full the amount outstanding under the Line of
Credit which is attributable to any such draft paid by Bank. Upon such
liquidation and repayment, the total commitment amount of the Line of
Credit shall automatically be reduced permanently by the amount of
such liquidation and repayment, without any further amendment to the
Credit Agreement or the Line of Credit Note. In addition, upon such
liquidation and
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repayment the minimum "Collateral Value" required to be maintained in
the Account shall be reduced permanently by the amount of such
liquidation and repayment, without any further amendment to the
security agreement granting to Bank a security interest in the
Account. If such repayment is subject to a prepayment fee as set forth
in the Line of Credit Note, Borrowers shall immediately pay to Bank
such prepayment fee. Any such liquidation of assets in the Account
shall be deemed to have been conducted by Bank in a commercially
reasonable manner.
4. In consideration of the changes set forth herein and as a condition to
the effectiveness hereof, immediately upon signing this Amendment
Borrowers shall pay to Bank a non-refundable fee of $7,500.00.
5. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver
or modification. All terms defined in the Credit Agreement shall have
the same meaning when used in this Amendment. This Amendment and the
Credit Agreement shall be read together, as one document.
6. Borrowers hereby remake all representation and warranties contained in
the Credit Agreement and reaffirms all covenants set forth therein.
Borrowers further certify that as of the date of this Amendment there
exists no Event of Default as defined in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage
of time or both would constitute any such Event of Default.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.
PHOTOWORKS, INC. WELLS FARGO BANK, NATIONAL ASSOCIATON
By: /s/ L. Cashmore Bond By: /s/ Donald Ralston
Loran Cashmore Bond Donald Ralston
Chief Accounting Officer/Treasurer Vice President
OPTICOLOR, INC.
By: /s/ L. Cashmore Bond
Loran Cashmore Bond
Chief Accounting Officer/Treasurer
SEATTLE FILMWORKS MANUFACTURING COMPANY
By: /s/ L. Cashmore Bond
Loran Cashmore Bond
Chief Accounting Officer/Treasurer
