Credit Agreement (2005)Full Document 

Start of Preview

 

EXECUTION

 

AMENDMENT NO. 1

TO

CREDIT AGREEMENT

 

AMENDMENT NO. 1, dated as of August 8, 2005 (this “Amendment”), to that certain Credit Agreement, dated as of March 1, 2005, (the “Existing Credit Agreement”) among COLOR EDGE LLC (f/k/a MCEI, LLC), a Delaware limited liability company (“MCEI”), and COLOR EDGE VISUAL LLC (f/k/a MCEV, LLC), a Delaware limited liability company (“MCEV”; each of MCEI and MCEV, therein referred to as a “ Borrower” and, collectively, as the “Borrowers”), MERISEL, INC., a Delaware corporation (“Merisel”), MERISEL AMERICAS, INC., a Delaware corporation (“Merisel Americas”) and COMP 24 LLC (f/k/a MC24, LLC), a Delaware limited liability company (“MC24”; each of Merisel, Merisel Americas and MC24, a “Corporate Guarantor” and, collectively, the “Corporate Guarantors”) and AMALGAMATED BANK, a New York banking corporation (the “Lender”).

 

WITNESSETH:

 

WHEREAS, capitalized terms not otherwise defined herein shall have the same meanings as specified in the Existing Credit Agreement;

 

WHEREAS, the Loan Parties have requested that Lender agree to amend the Existing Credit Agreement as more specifically set forth herein; and

 

WHEREAS, the Lender has indicated its willingness to agree to such amendment of the Existing Credit Agreement on the terms and subject to the satisfaction of the conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

 

SECTION 1. Amendment. As of the Effective Date (as defined in Section 3 hereof):

 

(a) The definition of “Acquisition Documents Assignment” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

““Acquisition Documents Assignment”: in connection with the MCEI Acquisition, MCEV Acquisition and MCRU Acquisition, the Collateral Assignment of Purchase Agreement, if any, between the applicable Loan Party and the Lender, in form and substance reasonably satisfactory to the Lender, as the same may be amended, supplemented or otherwise modified from time to time.”

 

(b) The definition of “Borrower” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

““Borrower”: collectively, the Revolving Credit Borrowers and the Term Loan Borrowers.”

 


(c) The definition of “Borrower Acquisitions” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

““Borrower Acquisitions”: collectively, the MCEI Acquisition, the MCEV Acquisition and the MCRU Acquisition.”

 

(d) The definition of “Borrowing Base” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the percentage “80%” in clause (a) thereof it in its entirety and inserting, in lieu thereof, “85%”.

 

(e) The definition of “Collateral Assignment of Purchase Agreement” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

Collateral Assignment of Purchase Agreement”: each of the Collateral Assignment of Rights to Asset Purchase Agreement related to (a) the MCEI Acquisition Agreement executed by MCEI and the other parties to the MCEI Acquisition Agreement, (b) the MCEV Acquisition Agreement, executed by MCEV and the other parties to the MCEV Acquisition Agreement and (c) the MCRU Acquisition Agreement, executed by MCRU and the other parties to the MCRU Acquisition Agreement, in each case substantially in the form of Exhibit I, as the same may be amended, supplemented or otherwise modified from time to time.”

 

(f) The definition of “Eligible Accounts” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the words “90 days” in clauses (d) and (o) thereof in their entirety and inserting, in lieu thereof, the words “100 days”.

 

(g) The definition of “Loan Parties” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

““Loan Parties”: MCEI and MCEV as Borrower, MCRU in its capacity as Revolving Credit Borrower and as Corporate Guarantor under the Term Loan, Merisel, Merisel Americas, MC24 and each of their present and future Subsidiaries as Corporate Guarantors.”

 

(h) The definition of “MC24” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

MC24”: COMP 24 LLC (f/k/a MC24, LLC), a Delaware limited liability company, and a Corporate Guarantor under this Agreement.”

 

2


(i) The definition of “MCEI” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

MCEI”: Color Edge LLC (f/k/a MCEI, LLC), a Delaware limited liability company, and a Borrower under this Agreement.”

 

(j) The definition of “MCEV” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

MCEV”: Color Edge Visual LLC (f/k/a MCEV, LLC), a Delaware limited liability company, and a Borrower under this Agreement.”

 

(k) The definition of “Obligations” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following:

 

““Obligations”: collectively, the Term Loan Obligations and the Revolving Credit Obligations.”

 

(l) The definition of “Revolving Credit Commitment” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting (x) the word “Borrowers” in the first sentence thereof in its entirety and inserting, in lieu thereof, the words “Revolving Credit Borrowers” and (y) by inserting the following immediately preceding the end thereof: “The aggregate amount of the Revolving Credit Commitment as of August 8, 2005 is $14,000,000.”

 

(m) The definition of “Term Loan Commitment” in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the word “Borrowers” in the first sentence thereof in its entirety and inserting, in lieu thereof, the words “Term Loan Borrowers”.

 

(n) The following definitions are added to Section 1.1 of the Existing Credit Agreement:

 

“““Crush Creative”: Crush Creative, Inc., a California corporation.”

 

“““Existing Crush Creative Credit Agreement”: the Credit Agreement, dated as of September 15, 2004, as amended by the December 15, 2004 Amendment and as extended by the March 25, 2005 Amendment, between Crush Creative and the Existing Crush Creative Creditor, the Promissory Note, dated November 26, 2003, made by Crush Creative in favor of the Existing Crush Creative Creditor, the Promissory Note, dated May 26, 2004, made by Crush Creative in favor of the Existing Crush Creative Creditor, the Promissory Note, dated December 13, 2004, made by Crush Creative in favor of the Existing Crush Creative Creditor, and the Promissory Note, dated May 20, 2002, between Crush Creative and the Existing

 

3


Crush Creative Creditor, each as further amended, supplemented, restated or otherwise modified.”

 

““Existing Crush Creative Creditor”: Mellon 1st Business Bank, as lender under the Existing Crush Creative Credit Agreement, together with all successors, assigns, participants thereof or therewith and other Persons to which any amounts are owed pursuant to the Existing Financing Documents.”

 

““Existing Crush Creative Financing Documents”: the Existing Crush Creative Credit Agreement, all “Loan Documents” (as defined therein), and all other agreements, instruments or documents entered into in connection therewith or pursuant thereto.”

End of Preview