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EXHIBIT 10.1
AMENDMENT AGREEMENT NUMBER THREE
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of May 1, 2000, is entered into between U.S. BANK
NATIONAL ASSOCIATION, FORMERLY KNOWN AS SANTA MONICA BANK ("Bank"), on the one
hand, and INTERVISUAL BOOKS, INC., a California corporation ("IBI"), and FAST
FORWARD MARKETING, INC., a California corporation formerly known as FFM
ACQUISITION CORP. ("FFM"), on the other hand, and amends that certain Loan and
Security Agreement, dated as of May 12, 1999, between Bank and Borrower, as
amended by that certain Amendment Agreement Number One to Loan and Security
Agreement, dated as of September 30, 1999, and as further amended by that
certain Amendment Agreement Number Two to Loan and Security Agreement, dated as
of November 17, 1999 (collectively, the "Agreement"). IBI and FFM are sometimes
individually and collectively referred to as "Borrower." All terms which are
defined in the Agreement shall have the same definition when used herein unless
a different definition is ascribed to such term under this Amendment, in which
case, the definition contained herein shall govern. This Amendment is entered
into in light of the following facts:
RECITALS
WHEREAS, Borrower has requested that Bank extend the maturity date of
the Agreement to May 1, 2001;
WHEREAS, Bank has agreed to honor Borrower's request on the condition
that Borrower agree to amend certain financial covenants as set forth in this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. The Agreement shall be amended by deleting Section 1.27 and replacing
it with a new Section 1.27 as follows:
1.27 "Note" means that certain Amended and Restated Secured
Promissory Note, dated as of May 1, 2000, in the original
principal amount of Two Million Five Hundred Thousand and 00/100
Dollars ($2,500,000.00) executed by Borrower to the order of
Bank, and any renewals, amendments, restatements or extensions of
such Amended and Restated Secured Promissory Note.
2. The Agreement shall be amended by deleting Section 7.10 and replacing
it with a new Section 7.10 as follows:
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7.10 Financial Covenants. Borrower shall be in compliance
with the following financial covenants which shall be measured on
a quarterly basis:
A. A Debt to Tangible Effective Net Worth Ratio of not
more than the following:
<TABLE>
<CAPTION>
Time Period Maximum Ratio
----------- -------------
<S> <C>
As of March 31, 2000 1.80 to 1.0
As of June 30, 2000 1.85 to 1.0
As of September 30, 2000 2.35 to 1.0
As of December 31, 2000 1.80 to 1.0
As of March 31, 2001 1.80 to 1.0
</TABLE>
B. Working Capital of not less than the following:
<TABLE>
<CAPTION>
Time Period Minimum Amount
----------- --------------
<S> <C>
As of March 31, 2000 $400,000
As of June 30, 2000 <$200,000>
As of September 30, 2000 $400,000
As of December 31, 2000 $900,000
As of March 31, 2001 $500,000
</TABLE>
C. Tangible Net Worth of not less than the following:
<TABLE>
<CAPTION>
Time Period Minimum Amount
----------- --------------
<S> <C>
As of March 31, 2000 $4,500,000
As of June 30, 2000 $4,200,000
As of September 30, 2000 $4,600,000
As of December 31, 2000 $5,000,000
As of March 31, 2001 $4,500,000
</TABLE>
3. Borrower shall execute and deliver to Bank the Amended and Restated
Secured Promissory Note, dated as of May 1, 2000, in the original principal
amount of $2,500,000, and in the form of Exhibit A attached hereto (the "New
Note"). Upon the Bank's receipt of the New Note, properly executed by Borrower,
Bank shall deliver to Borrower the Amended and Restated Secured Promissory Note,
in the amount of $2,500,000, dated November 17, 1999, executed by Borrower to
Bank in accordance with the Agreement, marked "paid by substitution."
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4. This Amendment shall be deemed effective as of the date first
hereinabove written. Except as specifically amended herein, the Agreement shall
remain in full force and effect without any other changes, amendments or
modifications.
IN WITNESS WHEREOF, Bank and Borrower have executed this
Amendment.
INTERVISUAL BOOKS, INC.,
a California corporation
By /s/ DAN P. REAVIES
-------------------------------------
Title: CFO/EVP
----------------------------------
FAST FORWARD MARKETING, INC.,
a California corporation
By /s/ DAN P. REAVIES
-------------------------------------
Title: President
----------------------------------
U.S. BANK NATIONAL ASSOCIATION
By /s/ JOEL EVERITT
-------------------------------------
Title: Vice President
----------------------------------
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ACKNOWLEDGMENT BY GUARANTORS
The undersigned acknowledge that Borrower and Bank are currently
entering into that certain Amendment Agreement Number Three to Loan and Security
Agreement (the "Amendment"). The undersigned hereby consent to the terms of the
Amendment and agree and acknowledge that their respective Continuing Guaranties,
dated as of May 12, 1999, executed by the undersigned in favor of Bank
(collectively, the "Guaranties"), are currently in full force and effect and
that they shall continue to guaranty the Obligations of Borrower owing to Bank
in accordance with the terms of the Guaranties.
/s/ WALDO H. HUNT
----------------------------------------
Waldo H. Hunt, an individual
/s/ WALDO H. HUNT
----------------------------------------
Waldo H. Hunt, an individual, as trustee
of the Hunt Family Trust
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