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EXHIBIT 10(r)
SECOND AMENDMENT AGREEMENT
SECOND AMENDMENT AGREEMENT, dated as of March 10, 1997, (the
"Amendment"), between Sun Television and Appliances, Inc. (the "Borrower"), The
CIT Group/Business Credit, Inc., as Administrative Agent, and a Lender,
National City Commercial Finance, Inc., as Co-Agent and a Lender, IBJ ▇▇▇▇▇▇▇▇
Bank & Trust Company (collectively, the "Lenders").
WHEREAS, the Borrower, the Administrative Agent and the Co-Agent are
parties to that certain Revolving Credit Agreement dated as of December 19,
1996, as amended (the "Loan Agreement"); and
WHEREAS, Borrower and Lender have agreed to clarify the definition of
"Borrowing Base" to make it consistent with the Borrowing Base Certificate
required to be delivered by the Borrower under the Loan Agreement, to clarify
the manner in which the Letter of Credit Fee is calculated.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Borrowing Base" shall be amended in its entirety:
"Borrowing Base" shall mean an amount equal to the difference between
(A) the sum of (i) eighty-five percent (85%) of Eligible Receivables, (ii) for
the period from January 1 through October 31 of each year, fifty-five percent
(55%) of the Book Value of Eligible Inventory and (iii) for the period from
November 1 through December 31 of each year, sixty percent (60%) of the Book
Value of Eligible Inventory and, (B) the sum of (i) Unreimbursed Draws and
Undrawn Letter of Credit Availability (in each case in the aggregate with
respect to all such unreimbursed or undrawn letters of credit) and (ii) such
reserves as the Administrative Agent, in its sole discretion, exercised
reasonably may deem appropriate.
2. The first two sentences of Section 2.08(f) shall be deleted and
replaced by the following sentence to read in its entirety as follows:
"(f) From and after the Closing Date until the Termination Date,
the Borrower shall pay to the Administrative Agent, a letter of credit
fee (the "Letter of Credit Fee") at a rate equal to one and one-half
percent (1 1/2%) per annum on the average daily outstanding balance of
issued and outstanding Letters of Credit for the immediately preceding
month payable in arrears and outstanding Letters of Credit for the
immediately preceding month payable in arrears on the first day of each
succeeding month."
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3. This Amendment may be executed by the parties hereto individually or
in combination, in one or more counterparts, each of which shall be an original
and all of which shall constitute one and the same agreement.
4. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
SUN TELEVISION AND APPLIANCES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President/
Chief Financial Officer
THE CIT GROUP/BUSINESS CREDIT, INC.,
individually and as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NATIONAL CITY COMMERCIAL FINANCE,
INC., individually and as Co-Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
By: /s/ Wing ▇. ▇▇▇▇▇
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Name: Wing ▇. ▇▇▇▇▇
Title: Vice President
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SIGNET BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKAMERICA BUSINESS CREDIT
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Account Executive
