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EXHIBIT 10.1
AMENDMENT AGREEMENT NUMBER FOUR
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of September 29,2000 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, and as further amended by that certain Amendment Agreement
Number Three to Loan and Security Agreement, dated as of May 1, 2000
(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 amend certain Financial
Covenants of the Agreement;
WHEREAS, Bank has agreed to honor Borrower's request to amend those
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 7.10 and replacing
it with a new Section 7.10 as follows:
7.10 Financial Covenants. Borrower shall be in compliance
with the following financial covenants which shall be measured on
a quarterly basis:
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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 2.50 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 <$690,000>
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 $4,100,000
As of December 31, 2000 $5,000,000
As of March 31, 2001 $4,500,000
</TABLE>
2. 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.
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IN WITNESS WHEREOF, Bank and Borrower have executed this Amendment.
INTERVISUAL BOOKS, INC.,
a California corporation
By /s/ Dan P. Reavis
------------------------------------------
Title: Executive Vice President
--------------------------------------
FAST FORWARD MARKETING, INC.,
a California corporation
By /s/ Dan P. Reavis
------------------------------------------
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 Four 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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