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Modification Agreement - SkyMall Inc., Durham & Co. and Imperial Bank

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                             MODIFICATION AGREEMENT


          BY THIS MODIFICATION AGREEMENT,  made  and  entered into as of the 1st
day of September, 1999, SKYMALL, INC., a Nevada corporation,  skymall.com, inc.,
a Nevada  corporation,  and DURHAM & COMPANY, a Utah corporation  (severally and
collectively,   the  "Borrower"),   and  IMPERIAL  BANK,  a  California  banking
corporation (the "Lender"), confirm and agree as follows:

SECTION 1. RECITALS.

          1.1  Borrower and Lender entered into a Credit and Security  Agreement
dated June 30, 1999 (as  amended  from time to time,  the  "Credit  Agreement"),
which  provides for a revolving line of credit (the "RLC") by Lender to Borrower
in the amount of $10,000,000.00 upon the terms and conditions contained therein.
All undefined capitalized terms used herein shall have the meaning given them in
the Credit Agreement.

          1.2  The RLC is  evidenced by a Revolving  Promissory  Note dated June
30, 1999, executed by Borrower, payable to the order of Lender, in the principal
amount of $10,000,000.00 (the "RLC Note").

          1.3  The RLC is secured by the Security Documents.

          1.4  Borrower has requested that Lender  temporarily modify the Credit
Agreement until the Invested  Capital  Condition has been satisfied or until the
conditions  contained  in Section  3.6  herein  have been  satisfied.  Lender is
willing to  temporarily  modify the  Credit  Agreement  subject to the terms and
conditions contained herein.

SECTION 2. MODIFICATION OF CREDIT DOCUMENTS.

          2.1  From and after the date  hereof  through  and until the  Invested
Capital  Condition or the  conditions  contained in Section 3.6 herein have been
satisfied (the "Temporary Change Period"),  the following definitions in Section
1.1 of the Credit Agreement are hereby amended to read as follows:

               "RLC Commitment" means Ten Million Dollars ($10,000,000.00).

          2.2  During the  Temporary  Change  Period  only,  Section  1.1 of the
Credit   Agreement  is  hereby   amended  by  the  addition  of  the   following
definition(s):

               "Cash Collateral"  means an amount  equal to one hundred  percent
(100%) of the Trust's cash holdings that are subject to that Security  Agreement
dated August 23, 1999, executed by the Trust in favor of Lender.

               "Guarantor" means Robert M. and Christi M.  Worsley,  husband and
wife.

<PAGE>

               "Maximum Adjusted Cash Flow Loan Amount" means an amount equal to
the  lesser  of (i)  $5,000,000.00  and (ii) an  amount  not to  exceed  two and
one-half times (2.50x) Borrower's  Adjusted Cash Flow for the preceding four (4)
quarters, measured on a quarterly basis in advance.

               "Maximum  Guaranteed  Loan  Amount"  means an amount equal to the
lesser of (i)  $5,000,000.00 and (ii) an amount not to exceed the sum of (A) the
Stock Collateral, plus (B) the Cash Collateral.

               "Stock Collateral" means an amount equal to seventy-five  percent
(75%) of the  Trust's  stock  equity in stock that is  subject to that  Security
Agreement dated August 23, 1999, executed by the Trust in favor of Lender.

               "Trust" means  The  Robert  Merrill  Worsley  and  Christi  Marie
Worsley Family Revocable Trust dated July 28, 1998.

          2.3  During the  Temporary  Change  Period  only,  Section  2.1 of the
Credit Agreement is hereby amended to read as follows:

          Section 2.1 RLC COMMITMENT.  Lender  agrees  to  loan  to  or  for the
benefit of Borrower,  and Borrower  shall be entitled to draw upon and borrow in
the manner and upon the terms and  conditions  contained in this  Agreement,  an
amount,  (the  "Maximum  RLC Loan  Amount")  not to  exceed  the  lesser  of the
following:

               (a)  The RLC Commitment.

               (b)  An amount equal to the sum of (i) the Maximum  Adjusted Cash
Flow Loan Amount, plus (ii) the Maximum Guaranteed Loan Amount.

          2.4  During the  Temporary  Change  Period  only,  Section  7.1 of the
Credit Agreement is hereby amended by the addition of the following  sub-section
7.1(m):

               (m)  as soon as  possible,  and in any event  within  twenty (20)
days after the end of each month, a monthly  statement of Guarantor's  stock and
cash holdings,  in form and level of detail  reasonably  satisfactory to Lender;
and accompanied by a certificate of the chief financial officer of the Borrower,
substantially in the form of Exhibit D-1 hereto.

          2.5  During the  Temporary  Change  Period  only,  Section  9.1 of the
Credit Agreement is hereby amended to read as follows:

          Section 9.1  EVENTS OF  DEFAULT.  "Event of  Default",  wherever  used
herein, means any one of the following events:

               (a) Default in the payment of any interest on or principal of the
RLC Note when it becomes due and payable,  which default  continues for a period
of ten (10) days; or

                                      -2-
<PAGE>

               (b)  Default in the  payment of any fees,  commissions,  costs or
expenses required to be paid by the Borrower under this Agreement, which default
continues  for a period of thirty  (30) days after the Lender has given  written
notice thereof; or

               (c)  Default in the  performance,  or breach,  of any covenant or
agreement of the Borrower  contained in sections 7.12 through and including 7.16
of this Agreement; or

               (d)  Default in the  performance,  or breach,  of any covenant or
agreement of the Borrower  contained in this Agreement (other than sections 7.12
through and  including  7.16 which are covered in the prior  subsection),  which
default  continues  for a period of twenty  (20) days after the Lender has given
written notice thereof; or

               (e)  The Borrower or any guarantor shall be or become  insolvent,
or admit in writing its  inability to pay its debts as they  mature,  or make an
assignment for the benefit of creditors; or the Borrower or such guarantor shall
apply for or consent to the  appointment  of any receiver,  trustee,  or similar
officer  for it or for  all or any  substantial  part of its  property;  or such
receiver,  trustee or similar officer shall be appointed without the application
or  consent  of the  Borrower  or such  guarantor,  as the case  may be;  or the
Borrower or such guarantor  shall institute (by petition,  application,  answer,
consent or otherwise) any bankruptcy, insolvency,  reorganization,  arrangement,
readjustment of debt, dissolution, liquidation or similar proceeding relating to
it  under  the  laws  of any  jurisdiction;  or any  such  proceeding  shall  be
instituted (by petition,  application or otherwise) against the Borrower or such
guarantor;  or  any  judgment,  writ,  warrant  of  attachment,  garnishment  or
execution or similar  process  shall be issued or levied  against a  substantial
part of the property of the Borrower or such guarantor; or

               (f)  A petition  shall be filed by or against the Borrower or any
guarantor  under the United States  Bankruptcy  Code naming the Borrower or such
guarantor as debtor; or

               (g)  Any  representation or warranty made by the Borrower in this
Agreement,  or by  the  Borrower  (or  any of its  officers)  in any  agreement,
certificate,  instrument or financial statement or other statement  contemplated
by or made or delivered  pursuant to or in connection  with this Agreement shall
prove  to  have  been  incorrect  in any  material  respect  when  deemed  to be
effective; or

               (h)  The  rendering  against the  Borrower or any  guarantor of a
final  judgment,  decree  or order  for the  payment  of money in excess of Five
Hundred Thousand Dollars ($500,000) and the continuance of such judgment, decree
or order  unsatisfied  and in effect for any period of thirty  (30)  consecutive
days without a stay of execution; or

               (i)  A material default under any bond, debenture,  note or other
evidence of  indebtedness  of the Borrower or any  guarantor  owed to any Person
other than the Lender,  or under any indenture or other  instrument  under which
any such evidence of indebtedness has been issued or by which it is governed, or


                                       -3-
<PAGE>

under any lease of any of the Premises,  and the  expiration  of the  applicable
period of grace, if any, specified in such evidence of indebtedness,  indenture,
other instrument or lease,  which default  continues for a period of thirty (30)
days; or

               (j)  Any Reportable  Event,  which the Lender  determines in good
faith  might  constitute  grounds  for the  termination  of any  Plan or for the
appointment  by the  appropriate  United States  District  Court of a trustee to
administer any Plan, shall have occurred and be continuing 30 days after written
notice to such effect shall have been given to the Borrower by the Lender;  or a
trustee shall have been appointed by an appropriate United States District Court
to administer any Plan; or the Pension Benefit Guaranty  Corporation  shall have
instituted  proceedings  to  terminate  any  Plan or to  appoint  a  trustee  to
administer any Plan; or the Borrower shall have filed for a distress termination
of any Plan under Title IV of ERISA;  or the Borrower  shall have failed to make
any  quarterly  contribution  required  with  respect to any Plan under  Section
412(m) of the  Internal  Revenue  Code of 1986,  as  amended,  which the  Lender
determines in good faith may by itself, or in combination with any such failures
that the Lender may determine  are likely to occur in the future,  result in the
imposition of a lien on the assets of the Borrower in favor of the Plan; or

               (k)  An event of default shall occur under any Security  Document
or under any other security agreement,  mortgage,  deed of trust,  assignment or
other instrument or agreement securing any obligations of the Borrower hereunder
or under any note (other than any  obligations  to pay  principal  and  interest
under the RLC Note, which are covered in subsection (a) above),  which continues
for a period of twenty  (20) days  after the  Lender  has given  written  notice
thereof; or

               (l)  The Borrower or any  guarantor  shall  liquidate,  dissolve,
terminate or suspend its business  operations  or otherwise  fail to operate its
business in the ordinary course, or sell all or substantially all of its assets,
without the prior written consent of the Lender; or

               (m)  The Borrower or any guarantor  shall fail to pay,  withhold,
collect or remit any tax or tax deficiency  when assessed or due (other than any
tax deficiency which is being contested in good faith and by proper  proceedings
and for which it shall have set aside on its books adequate  reserves  therefor)
except as  allowed by  Section  7.5 or notice of any state or federal  tax liens
shall be filed or issued, which continues for a period of thirty (30) days after
any such event has occurred; or

               (n)  Default in the payment of any amount owed by the Borrower or
any guarantor to the Lender other than any indebtedness  arising hereunder,  and
the  expiration  of the  applicable  period of grace,  if any,  specified in the
evidence of indebtedness; or

               (o)  Any breach,  default or event of default by or  attributable
to any Affiliate under any agreement between such Affiliate and the Lender,  and
the  expiration of the  applicable  period of grace,  if any,  specified in such
agreement; or

               (p)  Any default under that certain  Continuing  Guarantee  dated
August 23, 1999, executed by Guarantor for the benefit of Lender or that certain
Security Agreement dated August 23, 1999,  executed by the Trust for the benefit
of Lender.

                                      -4-
<PAGE>



          2.6  During the Temporary  Change Period only, The Credit Agreement is
amended by the addition of Exhibit D-1 as attached hereto.

SECTION 3. OTHER MODIFICATIONS, RATIFICATIONS AND AGREEMENTS.

          3.1  All references to the Credit Agreement in the RLC Note and in the
Security Documents are hereby amended to refer to the Credit Agreement as hereby
amended.

          3.2  Borrower acknowledges that the indebtedness  evidenced by the RLC
Note is just and owing,  that the balance thereof in the amount of $4,925,250.00
on August 23,  1999 is  correctly  shown in the records of Lender as of the date
hereof,  and Borrower agrees to pay the  indebtedness  evidenced by the RLC Note
and the indebtedness  secured by the Security Documents,  according to the terms
thereof, as herein modified.

          3.3  Borrower hereby reaffirms to Lender each of the  representations,
warranties,  covenants and agreements of Borrower set forth in the RLC Note, the
Credit Agreement and all Security  Documents,  with the same force and effect as
if each were separately stated herein and made as of the date hereof.

          3.4  Borrower hereby  ratifies,  reaffirms,  acknowledges,  and agrees
that the RLC Note,  the Credit  Agreement and the Security  Documents  represent
valid,  enforceable and collectible  obligations of Borrower, and that there are
no  existing  claims,  defenses,  personal  or  otherwise,  or  rights of setoff
whatsoever with respect to any of these  documents or instruments.  In addition,
Borrower hereby expressly waives, releases and absolutely and forever discharges
Lender and its present and former shareholders,  directors,  officers, employees
and agents, and their separate and respective heirs,  personal  representatives,
successors and assigns, from any and all liabilities,  claims, demands, damages,
action and causes of action,  whether known or unknown and whether contingent or
matured,  that  Borrower may now have,  or has had prior to the date hereof,  or
that may  hereafter  arise with respect to acts,  omissions or events  occurring
prior to the date hereof and,  without limiting the generality of the foregoing,
from any and all liabilities,  claims, demands,  damages,  actions and causes of
action, known or unknown,  contingent or matured,  arising out of, or in any way
connected with, the RLC.  Borrower  further  acknowledges  and represents  that,
except as  acknowledged  above,  no event has occurred  and no condition  exists
that,  after notice or lapse of time, or both,  would constitute a default under
this Agreement, the RLC Note, the Credit Agreement or any Security Document.

          3.5  All terms,  conditions and provisions of the RLC Note, the Credit
Agreement and the Security  Documents are continued in full force and effect and
shall remain unaffected and unchanged except as specifically amended hereby. The
RLC Note, the Credit  Agreement and the Security  Documents,  as amended hereby,
are hereby  ratified  and  reaffirmed  by Borrower,  and  Borrower  specifically
acknowledges the validity and enforceability thereof.

          3.6  The Temporary Change Period shall terminate upon the satisfaction
of the following conditions precedent:

                                      -5-
<PAGE>

               (a)  Lender shall have received from Borrower  written  notice of
the requested  termination of the Temporary Change Period at least ten (10) days
before such termination.

               (b)  No Event of  Default  and no event  that with the  giving of
notice or the passage of time, or both, would be an Event of Default, shall have
occurred and be continuing on the date of Borrower's notice and on the effective
date of such termination; and

               (c)  The  outstanding  principal  balance of the Loan shall be an
amount not to exceed the lesser of:

                    (i)  The RLC Commitment ; and

                    (ii) An amount not to exceed two and one-half  times (2.50x)
     Borrower's Adjusted Cash Flow for the preceding four (4) quarters, measured
     on a quarterly basis in advance.

SECTION 4. GENERAL.

          4.1  This Agreement in no way acts as a release or  relinquishment  of
those  liens,  security  interests  and  rights  securing  payment  of the  RLC,
including, without limitation, the liens created by the Security Documents. Such
liens, security interests and rights are hereby ratified, confirmed, renewed and
extended by Borrower in all respects.

          4.2  The  modifications  contained  herein  shall not be binding  upon
Lender until Lender shall have received all of the following:

               (a)  An original of this Agreement fully executed by Borrower;

               (b)  An original  Continuing  Guarantee executed by Robert M. and
Christi M. Worsley, husband and wife;

               (c)  An original  Security  Agreement  executed by Robert Merrill
Worsley and Christi Marie Worsley, as Trustees of The Robert Merrill Worsley and
Christi Marie Worsley Family Revocable Trust dated July 28, 1998 ("Trust");

               (d)  An  original  Securities  Account  Control  Agreement  fully
executed by Borrower, Trust and Intermediary (as defined therein);

               (e)  The additional  non-refundable  commitment fee in the amount
of $50,000.00;

               (f)  A  Certification  of  Trust  Agreement  executed  by all the
trustees and/or settlors of the Trust; and

               (g)  Such other documents as Lender may reasonably require.

                                      -6-
<PAGE>

          4.3  Borrower shall execute and deliver such additional  documents and
do such other  acts as Lender may  reasonably  require  to fully  implement  the
intent of this Agreement.

          4.4  Borrower  shall pay all costs and  expenses,  including,  but not
limited  to,  reasonable  attorneys'  fees  incurred  by  Lender  in  connection
herewith,  whether or not all of the conditions described in Paragraph 4.2 above
are satisfied.  Lender, at its option,  but without any obligation to do so, may
advance funds to pay any such costs and expenses that are the  obligation of the
Borrower,  and all such funds  advanced  shall bear interest at the highest rate
provided  in the RLC Note,  shall be due and  payable  upon  demand and shall be
secured by all of the Security Documents.

          4.5  Notwithstanding  anything to the contrary  contained herein or in
any other instrument  executed by Borrower or Lender,  or in any other action or
conduct  undertaken  by  Borrower  or Lender on or before the date  hereof,  the
agreements,  covenants and provisions contained herein shall constitute the only
evidence of Lender's consent to modify the terms and provisions of the RLC Note,
the Credit  Agreement  or any  Security  Documents.  Accordingly,  no express or
implied  consent to any further  modifications  involving any of the matters set
forth in this  Agreement or  otherwise  shall be inferred or implied by Lender's
execution of this Agreement. Further, Lender's execution of this Agreement shall
not constitute a waiver (either express or implied) of the requirement  that any
further  modification of the RLC or of the RLC Note, the Credit Agreement or any
Security  Document shall require the express written approval of Lender; no such
approval (either express or implied) has been given as of the date hereof.

          4.6  Notwithstanding this or any prior forbearance, actual or implied,
of any nature by Lender, time is hereby declared to be of the essence hereof, of
the RLC, of the RLC Note, of the Credit Agreement and of all Security Documents,
and Lender  requires,  and Borrower  agrees to, strict  performance  of each and
every covenant,  condition,  provision and agreement hereof, of the RLC Note, of
the Credit Agreement and of all Security Documents.

          4.7  This  Agreement  shall be binding  upon,  and shall  inure to the
benefit  of, the  parties  hereto  and their  heirs,  personal  representatives,
successors and assigns.

          4.8  This Agreement is made for the sole protection and benefit of the
parties  hereto,  and no other  person or entity  shall have any right of action
hereon.


                                      -7-
<PAGE>

          4.9  This  Agreement  shall be governed by and construed  according to
the laws of the State of California.

         IN  WITNESS  WHEREOF,  these  presents  are  executed  as of  the  date
indicated above.

                                   SKYMALL, INC., a Nevada corporation


                                   By:  /s/ Stephen R. Peterson
                                        ----------------------------------------
                                   Name:  Stephen R. Peterson
                                          --------------------------------------
                                   Title: Chief Financial Officer
                                          --------------------------------------

                                   skymall.com, inc., a Nevada corporation


                                   By:  /s/ Stephen R. Peterson
                                        ----------------------------------------
                                   Name:  Stephen R. Peterson
                                          --------------------------------------
                                   Title: Chief Financial Officer
                                          --------------------------------------

                                   DURHAM & COMPANY, a Utah corporation


                                   By:  /s/ Stephen R. Peterson
                                        ----------------------------------------
                                   Name:  Stephen R. Peterson
                                          --------------------------------------
                                   Title: Chief Financial Officer
                                          --------------------------------------

                                                                        BORROWER


                                   IMPERIAL BANK, a California banking
                                   corporation


                                   By:  /s/ R. Mark Chambers
                                        ----------------------------------------
                                   Name:  R. Mark Chambers
                                          --------------------------------------
                                   Title: Vice President
                                          --------------------------------------


                                      -8-