AMENDMENT NO. 3 TO FINANCING AGREEMENTS
August 20, 1996
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 and Amendment No. 2 to Financing Agreements,
dated February 13, 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. ADJUSTED NET WORTH COVENANT. Section 9.14 of the Loan Agreement shall
be deleted in its entirety and replaced with the following, effective as of June
30, 1996:
"9.14 ADJUSTED NET WORTH. As of the end of each fiscal
quarter of Xxxxxxx, Xxxxxxx shall maintain, on a consolidated
basis with its subsidiaries, Adjusted Net Worth of not less than
the sum of (i) the Base Amount, plus (ii) all proceeds received by
Xxxxxxx or its subsidiaries after June 30, 1996 from the sale of
any equity securities (including any equity securities issued
pursuant to the Rights Offering or the exercise of Warrants issued
pursuant to the Plan), plus (iii) subject to the provisions
hereof, all proceeds received by Xxxxxxx or its subsidiaries after
June 30, 1996 from the sale by Xxxxxxx or its subsidiaries of debt
securities subordinated to the extent required under Section
1.2(b), plus (iv) all extraordinary gains or non-operating gains
realized by Xxxxxxx or its subsidiaries after June 30, 1996. As
used herein, "Base Amount" shall mean the amount of $30,000,000."
2. 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.
3. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall be
subject to the satisfaction of the following conditions:
(a) the receipt by Lender of an original of this Amendment, duly
authorized, executed and delivered by Borrower, consented and agreed to by
Obligors; and
(b) after giving effect to the amendments set forth in Section 1
hereof, no Event of Default shall exist or have occurred and be continuing and
no condition shall exist or event shall have occurred and be continuing which,
with notice or passage of time, or both, would constitute an Event of Default.
4. EFFECT OF THIS AMENDMENT.
(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.
(c) 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 signature hereto of each of the 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: Assistant Vice President
AGREED AND ACCEPTED:
XXXXXXX RADIO CORP.
By: /s/ Xxxx X. Xxxxxx
Title: EVP & CFO
MAJEXCO IMPORTS, INC.
By: /s/ Xxxx X. Xxxxxx
Title: EVP & CFO
CONSENTED TO AND AGREED:
X.X. XXXXX, INC.
XXXXXXX COMPUTER CORP.
XXXXXXX TECHNOLOGIES AND
DEVELOPMENT CORP.
By: /s/ Xxxx X. Xxxxxx
Title: EVP & CFO
XXXXXXX TECHNOLOGIES, L.P.
By: XXXXXXX TECHNOLOGIES AND
DEVELOPMENT CORP., its
general partner
By: /s/ Xxxx X. Xxxxxx
Title: EVP & CFO
XXXXXXX RADIO CANADA LTD.
By: /s/ Xxxx X. Xxxxxx
Title: EVP & CFO
XXXXXXX RADIO & TECHNOLOGIES N.V.
By: /s/ Xxxx X. Xxxxxx
Title: EVP & CFO
