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EXHIBIT 10.18
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment is entered into as of February 28, 1997, among
Bank of America National Trust and Savings Association ("BofA"), The Union Bank
of California, N.A., as successor by merger to the Bank of California N.A.
("UBOC") and The Good Guys - California, Inc., a California corporation
("Borrower"). BofA and UBOC are sometimes referred to as "Banks" and each is a
"Bank."
RECITALS
A. The Banks and the Borrower entered into a certain Amended
and Restated Credit Agreement dated as of December 27, 1996 (the "Credit
Agreement").
B. The Banks and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Agreement shall have the meaning given to them in the Credit Agreement.
2. Amendments. The Credit Agreement is hereby amended as
follows:
2.1 Paragraph 6.4 is hereby amended to read as
follows:
6.4 Adjusted Tangible Net Worth. Maintain on
a consolidated basis Adjusted Tangible Net Worth of at least
One Hundred Thirty Million Dollars ($130,000,000) as of the
end of each calendar quarter. "Adjusted Tangible Net Worth"
means Tangible Net Worth minus the proceeds of any public or
private offering of stock of the Guarantor on or after
September 30, 1996, including stock sold under the Employee
Stock Purchase Plan.
3. Representations and Warranties. When the Borrower signs
this Amendment, the Borrower represents and warrants to the Banks that:
(a) There is no event which is, or with notice or
lapse of time or both would be, an Event of Default under the
Agreement;
(b) The representations and warranties in the
Agreement are true and correct as of the date of this Amendment as
if made on the date of this Amendment;
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(c) This Amendment is within the Borrower's powers,
has been duly authorized, and does not conflict with any of the
Borrower's organizational papers; and
(d) This Amendment does not conflict with any law,
agreement, or obligation by which the Borrower is bound.
4. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Agreement shall remain
in full force and effect.
5. Counterparts. This Amendment may be executed in
counterparts, each of which when so executed shall be deemed an original,
but all such counterparts together shall constitute but one and the same
instrument.
This Amendment is executed as of the date first stated above.
BANK OF AMERICA NATIONAL THE GOOD GUYS - CALIFORNIA,
TRUST AND SAVINGS ASSOCIATION INC.
By ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title Vice President Title CFO
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By By
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Title Title
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THE UNION BANK OF CALIFORNIA
N.A.
By ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title Vice President
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By
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Title
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Guarantor's Acknowledgment and Agreement
The Guarantor acknowledges the covenants applicable to it as set forth in the
foregoing Amendment and agrees to comply with them until full and final payment
of all of the Borrower's obligations under the Credit Agreement and any
instrument or agreement required under the Credit Agreement.
Date: February 28, 1997
THE GOOD GUYS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title CFO
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By
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Title
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