Exhibit 10.19
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement is made as of this 30th day of
August, 2003 by and among
NEW ENGLAND AUDIO CO., INC., a Massachusetts corporation, having its
principal place of business at 00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx
00000, as Lead Borrower for the Borrowers, being
said NEW ENGLAND AUDIO CO., INC., and
SOUND ADVICE OF ARIZONA INC., a Florida corporation, having a mailing
address at 00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and
NEA DELAWARE, INC., a Delaware corporation, having a mailing address
at 00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and
THEG USA, L.P., a Delaware limited partnership, having a mailing
address at 00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and
HILLCREST HIGH FIDELITY, INC., a Texas corporation, having a mailing
address at 00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and
SOUND ADVICE, INC., a Florida corporation, having a mailing address at
00 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and
the LENDERS party hereto; and
FLEET NATIONAL BANK, a national banking association having a place of
business at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as Issuing
Bank; and
FLEET NATIONAL BANK, a national banking association having a place of
business at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as
Administrative Agent for the Lenders, and
FLEET NATIONAL BANK, a national banking association having a place of
business at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and FLEET
RETAIL FINANCE INC., a Delaware corporation, having its principal place of
business at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as Collateral
Agents for the Lenders
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
WITNESSETH
A. Reference is made to the Credit Agreement (as amended and in effect,
the "Credit Agreement") dated as of April 16, 2003 by and among the Lead
Borrower, the Borrowers, the
Lenders, the Issuing Bank, the Administrative Agent and the Collateral Agents.
B. The parties to the Credit Agreement desire to modify and amend certain
provisions of the Credit Agreement, as provided herein.
Accordingly, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
2. Amendment to Section 2.02 of the Credit Agreement. The provisions of
Section 2.02 of the Credit Agreement are hereby amended as follows:
a) Section 2.02(a)(iv) of the Credit Agreement is hereby amended by
deleting the words "Five Million Dollars ($5,000,000.00)" and
substituting the words "Eleven Million Dollars ($11,000,000)" in its
stead.
b) Section 2.02(b) of the Credit Agreement is hereby amended by deleting
the word "initial" in the second proviso thereto.
c) Section 2.02(c) of the Credit Agreement is hereby deleted in its
entirety.
3. Amendment to Section 6.11 of the Credit Agreement. The provisions of
Section 6.11 of the Credit Agreement are hereby deleted in their entirety.
4. Amendment Fee. In consideration of the Lenders' entering into this
Third Amendment, the Borrowers shall pay the Administrative Agent for the pro
rata accounts of the Lenders, an amendment fee in an amount equal to
$137,500.00. The amendment fee shall be paid upon the execution hereof, shall
not be subject to refund or rebate, and shall be retained as a fee and not
applied in reduction of the principal, interest or other amounts due in
connection with the Loan Documents.
5. Miscellaneous.
a. This Third Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed
and delivered shall be an original, and all of which together shall
constitute one instrument.
b. This Third Amendment expresses the entire understanding of the parties
with respect to the transactions contemplated hereby. No prior
negotiations or discussions shall limit, modify, or otherwise affect
the provisions hereof.
c. Any determination that any provision of this Third Amendment or any
application hereof is invalid, illegal or unenforceable in any respect
and in any instance shall not effect the validity, legality, or
enforceability of such provision in any other instance,
or the validity, legality or enforceability of any other provisions of
this Third Amendment.
d. The Borrowers shall pay on demand all costs and expenses of the
Agents, including, without limitation, reasonable attorneys' fees in
connection with the preparation, negotiation, execution and delivery
of this Third Amendment.
e. The Borrowers warrant and represent that the Borrowers have consulted
with independent legal counsel of the Borrowers' selection in
connection with this Third Amendment and are not relying on any
representations or warranties of the Agents, the Lenders or their
counsel in entering into this Third Amendment.
[SIGNATURE PAGES FOLLOWS]
IN WITNESS WHEREOF, the parties have duly executed this Third Amendment as
of the day and year first above written.
NEW ENGLAND AUDIO CO., INC., as
Lead Borrower and Borrower
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
SOUND ADVICE OF ARIZONA INC., as
Borrower
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
NEA DELAWARE, INC., as Borrower
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
THEG USA, L.P., as Borrower
By: New England Audio Co.,
Inc., its General Partner
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
HILLCREST HIGH FIDELITY, INC., as
Borrower
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
SOUND ADVICE, INC., as Borrower
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
TWEETER HOME ENTERTAINMENT GROUP
FINANCING COMPANY TRUST, as Facility
Guarantor
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
TWEETER HOME ENTERTAINMENT GROUP, INC.,
as Facility Guarantor
By: /s/ Xxxxxx XxXxxxx
-------------------------------------
Name: Xxxxxx XxXxxxx
Title: Vice President and Chief
Financial Officer
FLEET RETAIL FINANCE INC.,
As Collateral Agent, as Swingline Lender
and as Lender
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
FLEET NATIONAL BANK,
as Administrative Agent, as Collateral
Agent and as Issuing Bank
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By:
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
NATIONAL CITY COMMERCIAL
FINANCE, INC., as Lender
By:
---------------------------
Name:
-------------------------
Title:
------------------------
FLEET RETAIL FINANCE INC.,
As Collateral Agent, as Swingline Lender
and as Lender
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
FLEET NATIONAL BANK,
as Administrative Agent, as Collateral
Agent and as Issuing Bank
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
NATIONAL CITY COMMERCIAL
FINANCE, INC., as Lender
By:
---------------------------
Name:
-------------------------
Title:
------------------------
FLEET RETAIL FINANCE INC.,
As Collateral Agent, as Swingline Lender
and as Lender
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
FLEET NATIONAL BANK,
as Administrative Agent, as Collateral
Agent and as Issuing Bank
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By:
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
NATIONAL CITY COMMERCIAL
FINANCE, INC., as Lender
By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
-------------------------
Title: Officer
------------------------
CONGRESS FINANCIAL
CORPORATION (CENTRAL), as Lender
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxxx
---------------------------
Title: Vice President
--------------------------
XXXXX FARGO FOOTHILL, INC. (f/k/a
Foothill Capital Corporation),
as Lender
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
CONGRESS FINANCIAL
CORPORATION (CENTRAL), as Lender
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
XXXXX FARGO FOOTHILL, INC. (f/k/a
Foothill Capital Corporation),
as Lender
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx
---------------------------
Title: Assistant VP
--------------------------
