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Exhibit 10.24
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of June 21, 1996, by and between CENTRAL CONSUMER FINANCE COMPANY, a
Delaware corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION
("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of December 14, 1993, as amended from time to time ("Credit Agreement");
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and the promissory notes
executed in connection therewith and have agreed to amend the Credit Agreement
and such promissory notes to reflect said changes;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
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A. Subject to the satisfaction of each of the conditions precedent
set forth in Paragraph 1 of Section C of this Amendment, the Credit Agreement,
the Line of Credit Note and the Line of Credit Note No. 2 are hereby amended as
follows:
1. Section 1.1(a) of the Credit Agreement is hereby amended by
deleting "July 1, 1996" as the last day on which Bank will make advances under
the Line of Credit, and by substituting for said date "December 31, 1996."
2. Subparagraph (a) of Section 1.1A of the Credit Agreement is
hereby amended by deleting "July 1, 1996" as the last day on which Bank will
make advances under the Line of Credit No. 2, and by substituting for said date
"the earlier of (1) December 31, 1996, or (2) the date an initial public
offering is first made by Borrower or any parent company of Borrower".
3. The last sentence of subparagraph (a) of the section entitled
"BORROWING AND REPAYMENT" of the Line of Credit Note is amended and restated in
its entirety to read as follows:
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"The outstanding principal balance of this Note shall be due and
payable in full on December 31, 1996."
4. The last sentence of subparagraph (a) of the section entitled
"BORROWING AND REPAYMENT" of the Line of Credit Note No. 2 is amended and
restated in its entirety to read as follows:
"The outstanding principal balance of this Note shall be due and
payable in full on the earlier of (1) December 31, 1996, or (2) the
date an initial public offering is first made by Borrower or any parent
company of Borrower."
B. Subject to the satisfaction of each of the conditions precedent
set forth in Paragraphs 1 and 2 of Section C of this Amendment, the Credit
Agreement is hereby further amended as follows:
1. Sections 1.2(a) and (b) of the Credit Agreement are hereby
amended in their entirety to read as follows:
"(a) Interest. The outstanding principal balance of
the Line of Credit shall bear interest at the rate of interest
set forth in the Line of Credit Note.
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(b) Computation and Payment. Interest shall be computed on
the basis of a 360-day year, actual days elapsed. Interest shall be
payable at the times and place set forth in the Line of Credit Note."
2. Section 1.3. of the Credit Agreement is hereby amended in its
entirety to read as follows:
"SECTION 1.3. COLLECTION OF PAYMENTS. Borrower authorizes Bank to
collect all interest and fees due under the Line of Credit (the
"Credit") by charging Borrower's demand deposit account number
4600183859 with Bank, or any other demand deposit account maintained by
Borrower with Bank, for the full amount thereof. Should there be
insufficient funds in any such demand deposit account to pay all such
sums when due, the full amount of such deficiency shall be immediately
due and payable by Borrower."
3. Section 1.4 of the Credit Agreement is amended by deleting the
first sentence thereof (which begins with the words "As security for") and
replacing such sentence with the following:
"As security for all indebtedness of Borrower to Bank pursuant
to this Agreement, including without limitation the Line of Credit,
Borrower grants to Bank security interests of first priority in all
Borrower's present and future accounts, general intangibles, contract
rights, rights to payment, instruments, documents, chattel paper and
equipment, including without limitation all Contracts, all guarantees
related to Contracts, and all collateral for each Contract."
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4. The second sentence of Section 2.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"One hundred percent (100%) of the common stock of Borrower is owned
directly by Central Financial Acceptance Corporation ("CFAC"), a
Delaware corporation. At least seventy percent (70%) of the common stock
of CFAC is owned directly by Banner Central Electric, Inc., a Delaware
corporation ("Banner Central Electric"). One hundred percent (100%) of
the common stock of Banner Central Electric is owned directly by Banner
Holdings, Inc., a Delaware corporation ("Holdings"). At least seventy
percent (70%) of the common stock of Holdings is owned directly by West
Coast Private Equity Partners, L.P. ("WCP")."
5. The parenthetical clause in the fifth through seventh lines of the
first paragraph of Section 4.9 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(for purposes of this Section 4.9, the financial condition of Borrower
shall not be consolidated with Holdings, WCP, CFAC, Banner Central
Electric or any other owner of affiliate of Borrower)."
6. Subparagraphs (j), (k) and (l) of Section 6.1 of the Credit
Agreement are hereby amended in their entirety, and a new subsection (m) is
hereby added to such Section 6.1, each to read as follows:
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"(j) CFAC ceases to directly own 100% of the common stock of Borrower.
(k) Banner Central Electric ceases to directly own at least 70% of the
common stock of CFAC.
(l) Holdings ceases to directly own 100% of the common stock of Banner
Central Electric.
(m) WCP ceases to directly own at least 51% of the common stock of
Holdings."
C. Conditions Precedent.
1. It is a condition precedent to all of the accommodations granted
Borrower by Bank hereunder that each of the following conditions be satisfied
on or before June 28, 1996, and all of such accommodations shall be effective
only upon satisfaction in full of each such condition:
(a) This Amendment shall be executed by Borrower and delivered to Bank.
(b) Borrower shall pay to Bank the fee for the accommodations granted
hereunder in accordance with Paragraph 1 of Section D below.
(c) West Coast Private Equity Partners, L.P. shall execute and deliver
to Bank a new letter of understanding
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satisfactory to Bank regarding West Coast Private Equity Partners, L.P.'s
ability to inject equity into Borrower.
(d) Borrower shall reimburse Bank for all of its costs and expenses
(including, without limitation, attorneys fees of Bank's inside and outside
counsel) incurred in connection with the preparation, negotiation and
implementation of this Amendment.
2. It is a condition precedent to the accommodations granted
Borrower by Bank under Paragraphs 1 through 6 of Section B of this Amendment
that, in addition to the conditions precedent set forth in Paragraph 1 of this
Section C above, all of the following conditions also be satisfied on or
before July 31, 1996, and all of such accommodation shall be effective only
upon satisfaction in full of each such condition:
(a) The reorganization of Borrower's parent companies shall occur
in accordance with all applicable laws such that WCP directly owns at least 51%
of the common stock of Holdings, Holdings directly owns 100% of the common
stock of Banner Central Electric, Banner Central Electric directly owns at
least 70% of the common stock of CFAC, and CFAC directly owns 100% of the
common stock of Borrower.
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(b) CFAC shall complete its initial public offering pursuant to
which approximately 30% of its common stock will be sold to the public in
accordance with all applicable laws.
(c) Borrower shall repay all outstanding advances under the Line of
Credit No. 2 and acknowledge the termination of the Line of Credit No. 2.
(d) Borrower shall deliver to Bank a true and complete copy of each
document listed on the attached Schedule 1, which is incorporated by this
reference.
D. Miscellaneous.
1. Borrower shall pay to Bank a non-refundable commitment fee for
the renewal of the Line of Credit and the Line of Credit No. 2, and the other
accommodations granted Borrower hereunder, equal to $15,000.00, which
commitment fee shall be due and payable on the date this Amendment is executed
by Borrower and delivered to Bank.
2. The parties hereto acknowledge that notwithstanding the fact
that Bank may, for reasons of administrative convenience, decide not to take
possession of the original of each promissory note which evidences all or any
portion of any Eligible Contract Receivables, Bank reserves its right to do so
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at any time hereafter; if Bank requests hereafter, Borrower shall immediately
deliver such promissory notes to Bank (if Bank requests, endorsed to the order
of Bank); and such promissory notes remain subject to Bank's security interest
and Borrower is obligated to place a legend thereon in accordance with the
Credit Agreement.
3. Except as specifically provided herein, all terms and
conditions of the Credit Agreement remain in full force and effect, without
waiver or modification. Except as specifically defined herein, all terms
defined in the Credit Agreement shall have the same meaning when used in this
Amendment. This Amendment and the Credit Agreement shall be read together, as
one document.
4. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement (including as amended hereby) and reaffirms
all covenants set forth therein as same may be modified hereby. Borrower
further certifies that as of the date of this Amendment there exists no Event
of Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
CENTRAL CONSUMER FINANCE XXXXX FARGO BANK,
COMPANY NATIONAL ASSOCIATION
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX XXXXXX
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Title: S.V.P. Xxxxx Xxxxxx
------------------------ Vice President
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