AMENDMENT NO. 8 TO FINANCING AGREEMENTS
as of November 13, 1998
Xxxxxxx Radio Corp.
Majexco Imports, Inc.
0 Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Congress Financial Corporation ("Lender"), Xxxxxxx Radio Corp.
("Xxxxxxx") and Majexco Imports, Inc., ("Majexco"; and together with Xxxxxxx,
individually and collectively, the "Borrower") have entered into certain
financing arrangements pursuant to the Loan and Security Agreement, dated March
31, 1994, by and between Lender and Borrower, as amended by Amendment No. 1 to
Financing Agreements, dated August 24, 1995, Amendment No. 2 to Financing
Agreements, dated February 13, 1996, Amendment No. 3 to Financing Agreements,
dated August 20, 1996, Amendment No. 4 to Financing Agreements, dated November
14, 1996, Amendment No. 5 to Financing Agreements, dated February 18, 1997,
Amendment No. 6 to Financing Agreements, dated August 14, 1997 and Amendment No.
7 to Financing Agreements, dated as of March 31, 1998 (as amended, the "Loan
Agreement"), together with various other agreements, documents and instruments
at any time executed and/or delivered in connection therewith or related thereto
(as the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, collectively, the "Financing
Agreements"). All capitalized terms used herein and not herein defined shall
have the meanings given to them in the Loan Agreement.
Borrower has requested that Lender agree to certain amendments to the
Financing Agreements, and Lender is willing to agree to such amendments, subject
to the terms and conditions set forth herein.
In consideration of the foregoing, the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
1. Amendments.
(a) Working Capital Covenant. Section 9.13 of the Loan Agreement shall
be deleted in its entirety, effective as of September 30, 1998.
(b) Adjusted Net Worth Covenant. Section 9.14 of the Loan Agreement,
as previously amended, shall be deleted in its entirety and replaced with the
following, effective as of September 30, 1998:
"9.14 ADJUSTED NET WORTH. Xxxxxxx shall, at all times, maintain, on a
consolidated basis with its subsidiaries, Adjusted Net Worth of not less than
$20,000,000."
2. Conditions Precedent. The effectiveness of the other terms and
conditions contained herein shall be subject to:
(a) the receipt by Lender of an original of this Amendment, duly
authorized, executed and delivered by Borrower and consented and agreed to by
the other Obligors; and
(b) after giving effect to the amendments set forth in Section 1
hereof, no Event of Default shall exist or have occurred and be continuing, and
no event or condition, which with the giving of notice or passage of time, or
both, would constitute an Event of Default, shall exist or have occurred and be
continuing.
3. Fee. In consideration of Lender's entering into this Amendment,
Borrower shall pay Lender an amendment fee in the amount of $5,000, payable
simultaneously with the execution hereof, which fee is fully earned as of the
date hereof. Such fee may, at Lender's option, be charged directly to any of
Borrower's Revolving Loan accounts maintained by Lender under the Financing
Agreements.
4. Miscellaneous.
(a) Entire Agreement; Ratification and Confirmation of the Financing
Agreements. This Amendment contains the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior or contemporaneous
term sheets, proposals, discussions, negotiations, correspondence, commitments
and communications between or among the parties concerning the subject matter
hereof. This Amendment may not be modified or any provision waived, except in
writing signed by the party against whom such modification or waiver is sought
to be enforced. Except as specifically modified pursuant hereto, the Loan
Agreement and the other Financing Agreements are hereby ratified, restated and
confirmed by the parties hereto as of the effective date hereof. To the extent
of conflict between the terms of this Amendment, the Loan Agreement and the
other Financing Agreements, the terms of this Amendment shall control.
(b) Governing Law. This Amendment and the rights and obligations
hereunder of each of the parties hereto shall be governed by and interpreted and
determined in accordance with the laws of the State of New York.
(c) Binding Effect. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
(d) Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.
By the signatures hereto of each of their duly authorized officers,
all of the parties hereto mutually covenant and agree as set forth herein.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: /s/Xxxxxx Xxxxxxxx
Title: Assistant Vice President
[SIGNATURES CONTINUED ON THE NEXT PAGE]
[SIGNATURES CONTINUED FROM THE PREVIOUS PAGE]
AGREED AND ACCEPTED:
XXXXXXX RADIO CORP.
By: /s/ Xxxx Xxxxxx
Title EVP, CFO
MAJEXCO IMPORTS, INC.
By: /s/ Xxxx Xxxxxx
Title: SVP - Finance - Treasurer
CONSENTED TO AND AGREED:
X. X. XXXXX, INC.
XXXXXXX COMPUTER CORP.
By: /s/ Xxxx Xxxxxx
Title: SVP - Finance - Treasurer
XXXXXXX RADIO CANADA LTD.
By: /s/ Xxxx Xxxxxx
Title: Treasurer
XXXXXXX RADIO & TECHNOLOGIES N.V.
By: /s/ Xxxx Xxxxxx
Title: SVP - Finance - Treasurer
