AMENDMENT NO. 5 TO FINANCING AGREEMENTS
February 18, 1997
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; 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, currently
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 and Amendment No. 4 to Financing Agreements, dated November 14, 1996
(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 Financing Agreements.
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. WORKING CAPITAL COVENANT. Section 9.13 of the Loan Agreement shall be
deleted in its entirety and replaced with the following, effective as of
December 31, 1996:
"9.13 WORKING CAPITAL. Xxxxxxx shall, as of the end of each fiscal
quarter of Xxxxxxx, maintain, on a consolidated basis with its
subsidiaries, Working Capital of not less than $10,000,000."
2. ADJUSTED NET WORTH COVENANT. Section 9.14(a) of the Loan Agreement,
as previously amended through Amendment No. 4 to Loan Agreement, shall be
further amended by deleting the last sentence thereof and replacing it with the
following, effective as of December 31, 1996:
"As used herein, the `Base Amount" shall mean the amount of
$17,000,000."
3. FEE. In consideration of Lender's entering into this Amendment,
Borrower shall pay Lender a facility amendment fee in an amount equal to
$25,000, 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 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 and the 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/ Xxxxxxx X. Xxxxxxx
Title: Vice President
AGREED AND ACCEPTED:
XXXXXXX RADIO CORP.
By: /s/ Xxxx Xxxxxx
Title: EVP & CFO
MAJEXCO IMPORTS, INC.
By: /s/ Xxxx Xxxxxx
Title:
CONSENTED TO AND AGREED:
X.X. XXXXX, INC.
XXXXXXX COMPUTER CORP.
By: /s/ Xxxx Xxxxxx
Title:
XXXXXXX RADIO CANADA LTD.
By: /s/ Xxxx Xxxxxx
Title:
XXXXXXX RADIO & TECHNOLOGIES N.V.
By: /s/ Xxxx Xxxxxx
Title:
