Exhibit 10.1
EXECUTION COPY
FIRST AMENDMENT dated as of May 4, 2005 (this “Amendment”) to the Credit Agreement dated as of August 20, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BLOCKBUSTER INC. (the “Borrower”), the Lenders from time to time parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for such Lenders (in such capacity, the “Administrative Agent”).
WHEREAS, the Borrower and the Lenders have agreed, on the terms and subject to the conditions set forth herein, to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not defined herein have the meanings given to them in the Credit Agreement, as amended hereby.
SECTION 2. Amendment to the Credit Agreement. Effective as of the Effective Date (as defined in Section 4), the Credit Agreement is hereby amended as follows:
(a) the definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows:
“„Applicable Margin‟ means, for any day (a) with respect to any Tranche B Term Loan, (i) if the Leverage Ratio is less than 2.50 to 1.00, (A) 1.50% per annum, in the case of an ABR Loan, or (B) 2.50% per annum, in the case of a Eurodollar Loan, and (ii) if the Leverage Ratio is greater than or equal to 2.50 to 1.00 (Category 1), (A) 1.75% per annum, in the case of an ABR Loan, or (B) 2.75% per annum, in the case of a Eurodollar Loan, and (b) with respect to any ABR Loan or Eurodollar Loan that is a Revolving Loan or a Tranche A Term Loan the applicable rate per annum set forth below under the caption “Eurodollar Spread” or “ABR Spread”, as the case may be, based upon the Leverage Ratio as of the most recent determination date.
Eurodo llar Leverage Ratio: Spread
A B R S p re
a d
Category 1 Greater than or equal to 2.50 to 1.00 2.50% Category 2 Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00 2.25%
1. 5 0 % 1. 2 5 %
2
Category 3 Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00 Category 4 Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00 Category 5 Less than 1.00 to 1.00 1.5 0% 1.7 5% 2.0 0%
1 . 0 0 % 0 . 7 5 % 0 . 5 0 %
For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower‟s fiscal year based upon the Borrower‟s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (ii) each change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements accompanied by the compliance certificate required by S