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AMENDMENT NUMBER THREE AND WAIVER TO THIRD
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDMENT NUMBER THREE TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
(herein this "Amendment"), dated as of April 30, 1997, 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 as
amended by Amendment Number One dated as of August, 1996, and Amendment Number
Two dated as of December 31, 1996 (as amended, the "Loan Agreement"). This
Amendment further 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) May 31,
1997, and (b) such earlier date of termination if the entire
Commitment is terminated pursuant to the terms of Section 2.11
hereof."
(b) In the last sentence of Section 5.9, the date "April 30,
1997" is amended to read "May 31, 1997."
3. Waiver. Subject to the terms hereof, the Agent and the Banks
hereby waive the failure of the Obligor to comply with the following covenants
of the Loan Agreement during the periods described herein:
(a) the failure of the Obligor to comply in a timely manner
with Sections 5.2(b), 5.2(d), and 5.2(h) for the months ended January
31, 1997, and February 28, 1997.
(b) the failure of the Obligor to comply with Section 5.2(r)
with respect to projections for the fiscal year ending December 31,
1997.
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(c) the failure of the Obligor to comply with Section 6.6(i)
for the months ended December 31, 1996, January 31, 1997, and February
28, 1997.
Nothing contained herein shall be deemed a waiver of (or otherwise affect the
Agent's or the Banks' ability to enforce) any other default or Event of Default,
including without limitation any default or Event of Default as may now or
hereafter exist and arise from or otherwise be related to the breached covenants
waived herein.
4. 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.
5. 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.
(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 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
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(iii) require termination of any Contractual Obligation of the Borrower or BCE.
(d) No Event of Default or Unmatured Event of Default
exists.
6. 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
----------------------------------
Title: President
-------------------------------
BANNER'S CENTRAL ELECTRIC, INC.,
a California corporation
By: /s/ XXXX XXXXXX
----------------------------------
Title: President
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:
----------------------------------
Title:
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, in its
individual capacity as a Bank
By:
----------------------------------
Title:
-------------------------------
(signatures continue)
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(iii) require termination of any Contractual Obligation of the Borrower or BCE.
(d) No Event of Default or Unmatured Event of Default
exists.
6. 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:
----------------------------------
Title:
-------------------------------
BANNER'S CENTRAL ELECTRIC, INC.,
a California corporation
By:
----------------------------------
Title:
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: /s/ XXXXX XXXXXX
----------------------------------
Xxxxx Xxxxxx
Title: Vice President
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, in its
individual capacity as a Bank
By:
----------------------------------
Title:
-------------------------------
(signatures continue)
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(iii) require termination of any Contractual Obligation of the Borrower or BCE.
(d) No Event of Default or Unmatured Event of Default
exists.
6. 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:
----------------------------------
Title:
-------------------------------
BANNER'S CENTRAL ELECTRIC, INC.,
a California corporation
By:
----------------------------------
Title:
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:
----------------------------------
Title:
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, in its
individual capacity as a Bank
By: /s/ XXXX X. XXXXXXXXX
----------------------------------
Xxxx X. Xxxxxxxxx
Title: Vice President
-------------------------------
(signatures continue)
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SUMITOMO BANK OF CALIFORNIA,
as a Bank
By:
----------------------------------
Title:
-------------------------------
SANWA BANK CALIFORNIA, as a Bank
By: /s/ XXXXXX X. ARCO
----------------------------------
Xxxxxx X. Arco
Title: Vice President
-------------------------------
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SUMITOMO BANK OF CALIFORNIA,
as a Bank
By: /s/ Xxxxx Xxxxx
----------------------------------
Title: VP
-------------------------------
SANWA BANK CALIFORNIA, as a Bank
By:
----------------------------------
Title:
-------------------------------
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