EXHIBIT 10.30
May 15, 2002
Good Guys California, Inc.
0000 Xxxxxx Xxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Chief Operating Officer
Re: Amendment of Loan and Security Agreement (Stated Termination
Date; Discontinuance of Certain Reserves)
Ladies and Gentlemen:
We refer to that certain Loan and Security Agreement dated as of
September 30, 1999, as amended by that certain First Amendment to Loan and
Security Agreement dated as of August 16, 2001, and by that certain letter
amendment dated as of March 27, 2002 (including all exhibits and schedules
thereto, and as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement"), by and among Good Guys
California, Inc. ("Borrower"), the lenders signatory thereto (collectively, the
"Lenders") Bank of America, NA., as administrative agent for Lenders
("Administrative Agent"), and General Electric Capital Corporation, as
documentation agent for Lenders ("Documentation Agent," Administrative Agent and
Documentation Agent being collectively referred to as "Co-Agents"). Capitalized
terms or matters of construction defined or established in the Loan Agreement
shall be applied herein as defined or established therein.
Borrower and Co-Agents hereby agree as follows:
1. Amendment of Loan Agreement. The Loan Agreement is hereby
amended as follows:
a. The definition of "Stated Termination Date" in Section 11
of the Loan Agreement is revised by deleting "September 30, 2002" and
substituting "May 31, 2003" therefor.
b. Section 9.28(c) of the Loan Agreement (pertaining to a
certain reserve against the Borrowing Base to address Accounts to Online
Venture) is deleted in its entirety.
Good Guys, California, Inc.
May 15, 2002
Page 2
c. Section 4.2 of the Loan Agreement is revised as follows:
i. The last row in the table set forth in Section 4.2
(commencing with the text "After the first Anniversary Date . . .") is deleted
and the following is substituted therefor:
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PERIOD DURING WHICH EARLY TERMINATION OCCURS EARLY TERMINATION FEE
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After the first Anniversary Date but on or one percent (1%) of the Average Facility
prior to May 30, 2003 Usage during the 180 days prior to the
date of termination.
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ii. The following is added as the last sentence of
Section 4.2:
"Notwithstanding the foregoing in this Section 4.2, no early
termination fee shall be payable if the termination of this agreement is by
reason of a renewal or extension by Co-Agents of the Total Facility or if the
termination of this Agreement prior to the Stated Termination Date occurs in the
absence of a Default or Event of Default, and with the written consent of
Co-Agents and Lenders (including termination by reason of a renewal or extension
of the Total Facility or restatement of the Loan Agreement)."
2. Discontinuance of Retail Sales Tax Reserve. Upon the
effectiveness of this Amendment, and without limiting Administrative Agent's and
Co-Agents' discretion to reimplement such reserve or to establish additional or
increased reserves in the exercise of their reasonable credit judgment, the
"Retail Sales Tax Reserve" described in that certain "Notice Concerning
Inventory Appraisals and Reserves" dated December 3, 2001 from Co-Agents to
Borrower is discontinued.
3. No Amendment or Waiver. Except as expressly provided herein, this
letter shall not constitute an amendment or waiver by Co-Agents of any provision
of the Loan Agreement or any other Loan Document, each of which shall remain in
full force and effect, and under which each of the Co-Agents and Lenders hereby
expressly reserves all of its respective rights.
4. Miscellaneous. This letter amendment may be executed in identical
counterpart copies, each of which shall be an original, but all of which shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page by facsimile transmission shall be effective as delivery of a
manually executed counterpart of this Amendment, and any person delivering this
letter amendment by facsimile shall send the original manually executed
counterpart to Documentation Agent promptly after such facsimile transmission.
The terms of this letter amendment may be incorporated in
Good Guys, California, Inc.
May 15, 2002
Page 3
a amendment to the Loan Agreement or an amended and restated loan and security
agreement at any time upon the request of Co-Agents. Except as specifically
provided in Section 1 above, all of the provisions of the Loan Agreement and the
Loan Documents remain in full force and effect.
5. Conditions to Effectiveness. This letter amendment shall become
effective upon Documentation Agent's receipt of copies of this letter amendment
bearing the signatures of each of the Co-Agents and Borrower, and bearing the
signature of Good Guys, Inc. under the acknowledgment set forth below.
Please indicate your acceptance of and agreement to the foregoing by
executing a copy of this letter where indicated below, arranging for Good Guys,
Inc. to execute a copy of this letter where indicated below, and returning the
executed copies to the undersigned.
Very truly yours,
BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ XXXXX XXXXX
----------------------------------------
Xxxxx Xxxxx
Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION, as
Documentation Agent
By: /s/ XXXX X. XXXXXXX
----------------------------------------
Xxxx X. Xxxxxxx
Duly Authorized Signatory
ACCEPTED AND AGREED this 15th day of May 2002.
GOOD GUYS CALIFORNIA, INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
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Title: COO
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Good Guys, California, Inc.
May 15, 2002
Page 4
ACKNOWLEDGMENT OF GOOD GUYS, INC.
The undersigned hereby acknowledges and consents to the execution
and delivery by Co-Agents and Borrower of the letter amendment set forth above,
and reaffirms each and every one of its obligations to Co-Agents and Lenders
under that certain Continuing Guaranty, Pledge and Security Agreement dated as
of September 30, 1999, as amended by that certain First Amendment to Continuing
Guaranty, Pledge and Security Agreement dated as of August 16, 2001.
GOOD GUYS, INC.
By: /s/ XXXXX X. XXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxx
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Title: COO
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Dated: May 15, 2002
cc: Xxxxxx Xxxx Nemerovski Xxxxxx Xxxx & Xxxxxx
Attention: Xxxxxxx X. Xxxxxx, Esq.