Laser Pacific Media Corp – ‘10-K’ for 12/31/96 – EX-10

As of:  Monday, 4/14/97   ·   For:  12/31/96   ·   Accession #:  875738-97-4   ·   File #:  0-19407

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 2: 10-K        Annual Report for Period Ended 12/31/96               48±   207K 
 4: EX-10       Exhibit 10.17                                          3±    14K 
 3: EX-10       Exhibit 10.7E                                          3±    12K 
 1: EX-27     ƒ Financial Data Schedule                                1      7K 

EX-10   —   Exhibit 10.7E

April 10, 1997                                                                  

Laser-Pacific Media Corporation                                                 
Laser Edit Inc.                                                                 
Laser Edit East, Inc.                                                           
PDS Video Productions, Inc.                                                     
Spectra Film Laboratories, Inc.                                                 
Pacific Video, Inc.                                                             
809 North Cahuenga Blvd.                                                        
Los Angeles, California 90038                                                   

RE:      Loan and Security Agreements with The CIT Group/Credit Finance, Inc.   

Gentlemen:                                                                      

Reference is made to your respective Loan and Security Agreements wherein each  
of you is a 'Borrower' and the CIT Group/Credit Finance, Inc. Is the 'Lender',  
all of which Loan and Security Agreements are dated August 3, 1992 (the         
'Agreements').  Lender and each Borrower have agreed to amend the Agreements as 
follows:                                                                        

1.       The last sentence of Section 5.2 or each Agreement is hereby amended   
to read as follows:                                                             

        'In computing interest charges, the loan account of Borrower
maintained by Lender will be credited with remittances and other payments three 
(3)  business days after Lender's receipt of advice from its Bank that such     
remittances and other payments have been credited to Lender's account at        
Lender's Bank.'                                                                 

2.       Section 6.11 of each Agreement is hereby amended in its entirety to    
read as follows:                                                                

       'If the net worth (in accordance with GAAP and as otherwise
determined by CIT) of Borrower and its Affiliates, as reported monthly to CIT,  
falls below   $4,000,000.00, interest on all unpaid Obligations including,      
without limitation, any and all Term Loans, shall accrue at the rate equal to   
0.5% per annum in excess of the interest rate otherwise payable by Borrower.    
If the net worth equals or exceeds $4,000,000.00 in any month, interest on all  
unpaid Obligations shall accrue at the contractual interest rate.'              

3.       Section 6.12 (c) is hereby amended to add the following to the         
parenthetical:                                                                  
          'and provided Borrower is not in default to Lender, other than
scheduled interest payments pursuant to a promissory note executed by Borrower  
in favor of James Parks and/or Parks, Palmer, Turner and Yeminidjian;'          
Page 2 of 4                                                                     

4.       Section 7.1 (b) is hereby amended to delete Robert Seidenglanz,        
Gregory Biller and Ralph Walters and add James Parks and Robert McClain.        

5.       Section 9.1 of each Agreement is hereby amended to read as follows:    

           'This Agreement shall continue in full force and effect through
August 1997 and shall be deemed automatically renewed for successive terms of   
two (2) years thereafter unless terminated as of August 3, 1997 or as of the    
end of any renewal term (each a 'term') by either party giving the other        
written notice at least sixty (60) days prior to the end of the then-current    
Term.'                                                                          

6.       Section 9.2 of each Agreement is hereby amended to read as follows:    

             '(a) one percent (1%) of the Maximum Credit if termination occurs
during the current Term or any renewal term of the Agreement.'                  

7.       Section 10.1 (a) of each Agreement is hereby amended to decrease the   
Maximum Credit from $13,000,000.00 to $9,000,000.00.

8.       Section 10.1 (e) of each Agreement is hereby amended to decrease the   
 Minimum Borrowing from $5,000,000.00 to $4,000,000.00

9.       Section 10.4 (a) of each Agreement is hereby amended to read as        
follows:                                                                        

'(a)(1)  Interest Rate for Revolving Loans:         
Prime Rate plus 2.0% over a 360-day year                                        

(a)(2)  Interest Rate for Term Loan:                
Prime Rate plus 3% (to be reduced to 2% on May 1,                               
1995) over a 360-day year'                                                      

10.      Section 10.4(b) of each Agreement is hereby amended to read as follows:

'(b)  Facility Fee:$90,000.00                       

11.      Section 10.5 (a), (b) and (c) are hereby deleted in their entirety.    

This shall also conform that since Laser Edit East, Inc.; has disposed of all   
its assets and is now a 'shell' corporation, Lender has no further obligation   
to advance to Laser Edit East, Inc.                                             

Page 3 of 4                                                                     

If there shall be any conflict between the terms and provisions of the          
Agreements and this letter agreement, the terms and provisions of this letter   
agreement shall govern.  In all other respects, the terms and provisions of the 
Agreements remain in full force and effect.                                     

If all of the foregoing correctly sets forth our understanding, will each of    
you please sign a copy of this letter where indicated below and return the      
original of this document to the undersigned.                                   

Very truly yours,                                                               

The CIT Group/                                                                  
Credit Finance, Inc.                                                        

Gregory Badura                                                                  
Vice President                                                                  

All of the foregoing is hereby agreed to.                                       

Laser-Pacific Media Corporation                      Laser Edit, Inc.           

By                                                            By                
Title                                                         Title             

PDS Video Productions, Inc.                               Spectra Systems, Inc. 

By                                                            By                
Title                                                         Title             

Pacific Film Laboratories, Inc.                      Pacific Video, Inc.        

By                                                            By                
Title                                                         Title             

Page 4 of 4                                                                     

Laser Edit East, Inc.                                                           
Now known as American Food Distribution Company               

PDS Video Productions, Inc.                               Spectra Systems, Inc. 

By                                                                              
Title                                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		8/3/97
Filed on:		4/14/97
		4/10/97
For Period End:		12/31/96		DEF 14A,  NT 10-K
		5/1/95
		8/3/92
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