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EXHIBIT 10.31
AMENDMENT ONE TO FINANCING AGREEMENT
This Amendment One to Financing Agreement (this "Amendment") is dated
as of July 1, 1996 among Central Installment Credit Corporation, a California
corporation ("Central") and a wholly-owned subsidiary of Central Financial
Acceptance Corporation ("CFAC"), Banner's Central Electric, Inc., a California
corporation ("BCE"), Central Ram, Inc., a Delaware corporation ("Ram" and with
BCE collectively referred to as "Banner") and Banner Holdings, Inc., a Delaware
corporation ("Holdings").
RECITALS
WHEREAS, in connection with CFAC's initial public offering, CFAC, BCE
and Holdings entered into a Reorganization Agreement dated as of June 24, 1996
pursuant to which CFAC acquired the capital stock of certain subsidiaries of
BCE and Holdings (the "Reorganization");
WHEREAS, concurrent with the Reorganization, Central, Banner and
Holdings entered into that certain Financing Agreement dated as of June 24,
1996 (the "Financing Agreement") pursuant to which Banner granted Central the
exclusive right to purchase consumer finance receivables generated by sales at
Banner stores;
WHEREAS, Central, Banner and Holdings have agreed to certain changes
in the terms and conditions of the Financing Agreement and have agreed to amend
the Financing Agreement to reflect such changes;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Financing Agreement is hereby amended as follows:
1. Section 1(b) of the Financing Agreement is hereby amended in
full as follows:
"(b) As long as Banner shall originate Consumer Finance
Receivables, Central shall have the right to purchase such
receivables at their net amount (i.e., the amount of the gross
receivable balance less deferred interest and any deferred
charges), less a transaction fee which shall initially be set
at 2.5% and shall be subject to renegotiation at six month
intervals, or if Central shall originate such Consumer Finance
Receivables, Banner shall pay Central a transaction fee in an
amount to be initially established by the parties and subject
to renegotiation at six month intervals."
2. Section 1(d) is added to the Financing Agreement as follows:
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"(d) Obligation to Purchase Consumer Finance Receivables.
Notwithstanding anything to the contrary in the Financing
Agreement, Central shall have the right to require Banner to
purchase, and Banner shall purchase if requested by Central,
at face value Consumer Finance Receivables which were either
contributed by Banner to Central or purchased by Central in an
aggregate amount of up to $1,500,000 in each of the years
ending December 31, 1996 and 1997. In such case, Central will
continue to collect such receivables, on behalf of Banner, in
accordance with its standard practices."
3. Section 5 is hereby amended by deleting the last sentence of
Section 5 and substituting the following sentence in its
place:
"This Agreement may not be assigned or delegated by any party
without the consent of the other parties hereto, except that
Central may, without the consent of the other parties hereto,
assign or delegate this Agreement to any direct or indirect
wholly-owned subsidiary of CFAC."
Except as specifically provided herein, all terms and conditions of
the Financing Agreement remain in full force and effect, without waiver or
modification. Except as specifically defined herein, all terms defined in the
Financing Agreement shall have the same meaning when used in this Amendment.
This Amendment and the Financing Agreement shall be read together, as one
document.
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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 INSTALLMENT CREDIT
CORPORATION
By: /s/ XXXX XXXXXX
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Xxxx X. Xxxxxx, Chief Executive
Officer and President
BANNER'S CENTRAL ELECTRIC, INC.
By: /s/ XXXX XXXXXX
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Xxxx X. Xxxxxx, Chief Executive
Officer and President
CENTRAL RAM, INC.
By: /s/ XXXX XXXXXX
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Xxxx X. Xxxxxx, Chief Executive
Officer and President
BANNER HOLDINGS, INC.
By: /s/ XXXX XXXXXX
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Xxxx X. Xxxxxx, Chief Executive
Officer and President
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