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AMENDMENT NUMBER ONE TO THIRD
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
(herein this "Amendment"), dated as of August 31, 1996, is entered into among
CENTRAL INSTALLMENT CREDIT CORPORATION, a California corporation ("Borrower")
and BANNER'S CENTRAL ELECTRIC, INC., a California corporation ("BCE"), on the
one hand, and, on the other hand, the financial institutions that are
signatories hereto (collectively referred to as the "Banks" and individually as
a "Bank"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent
(hereinafter, in such capacity, together with any successors thereto in such
capacity, referred to as the "Agent") for the Banks hereunder. This Amendment
is made with reference to that certain Third Amended and Restated Loan
Agreement dated as of June 24, 1996 among the Borrower, BCE, the Agent, and the
Banks (the "Loan Agreement"). This Amendment amends the Loan Agreement in the
manner and to the extent expressly set forth herein.
1. DEFINITIONS OF TERMS USED HEREIN. All terms defined in the Loan
Agreement, as amended hereby, and not otherwise defined herein, shall have the
meaning defined in the Loan Agreement, as amended hereby, when used herein.
2. AMENDMENTS.
(a) The definition of "Maturity Date" in Section 1.1 is
amended in full to read as follows:
"'MATURITY DATE' shall mean the earlier of (a) December
31, 1996, and (b) such earlier date of termination if the entire
Commitment is terminated pursuant to the terms of SECTION 2.11
hereof."
3. CONDITIONS. This Amendment shall become effective (the
"Effective Date") when the following condition is satisfied or waived by the
parties to whose benefit such condition runs:
a. Each party hereto shall have signed and delivered to the
Agent six original counterpart signatures (which may be provided by
facsimile followed promptly by the executed original) to this Amendment.
4. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent
and each Bank to enter into this Amendment, the Borrower and BCE each make the
following representations and warranties, which shall be true, correct, and
complete in all respects as of the Effective Date:
a. The Borrower and BCE each have all requisite corporate
power to execute and deliver this Amendment.
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(b) This Amendment has been executed and delivered by the
Borrower and BCE and constitutes the legal, valid, and binding
obligations of the Borrower and BCE, enforceable against the Borrower
and BCE in accordance with its terms, except as the enforceability
hereof or thereof may be affected by: (i) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting the
enforcement of creditors' rights generally; (ii) the limitation of
certain remedies by certain equitable principles of general
applicability; and (iii) the fact that the rights to indemnification and
thereunder or hereunder may be limited by federal or state securities
laws.
(c) The execution, delivery, and performance by the Borrower
and BCE of this Amendment does not and will not: (i) violate (A) any
provision of any material federal (including the Exchange Act), state,
or local law, rule, or regulation (including Regulations G, T, U, and X
of the Federal Reserve Board) binding on Borrower or BCE, or (B) any
order of any domestic governmental authority, court, arbitration board,
or tribunal binding on the Borrower or BCE, or (C) the articles of
incorporation or bylaws of the Borrower or BCE; or (ii) contravene any
provisions of, result in a breach of, constitute (with the giving of
notice or the lapse of time) a material default under, or result in the
creation of any Lien (other than a Permitted Lien) upon any of the
Assets of the Borrower or BCE pursuant to any Contractual Obligation of
Borrower or BCE; or (iii) require termination of any Contractual
Obligation of the Borrower or BCE.
d. No Event of Default or Unmatured Event of Default
exists.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an
original. All of such counterparts, taken together, shall constitute but one
and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.
CENTRAL INSTALLMENT CREDIT CORPORATION
By: /s/ Xxxx Xxxxxx
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Title: Chairman of the Board
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(signatures continue)
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BANNER'S CENTRAL ELECTRIC, INC.
a California corporation
By: /s/ XXXX XXXXXX
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Title: President & CEO
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BANK OF AMERICAN NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: /s/ XXXXX XXXXXX
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Title: Vice President
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, in its
individual capacity as a Bank
By: /s/ XXXXXX X. FAR
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Title: Vice President
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SUMITOMO BANK OF CALIFORNIA,
as a Bank
By: /s/ XXXXXX XXXXX
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Title: Vice President
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SANWA BANK CALIFORNIA, as a Bank
By: /s/ XXXXXX X. XXXX
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Title: Vice President
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