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EXHIBIT 10.19
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment is entered into as of April 28, 1997, among
Bank of America National Trust and Savings Association ("BofA"), The Union Bank
of California, N.A., as successor by merger to the Bank of California N.A.
("UBOC") and The Good Guys - California, Inc., a California corporation
("Borrower"). BofA and UBOC are sometimes referred to as "Banks" and each is a
"Bank."
RECITALS
A. The Banks and the Borrower entered into a certain Amended and
Restated Credit Agreement dated as of December 27, 1996 (as previously amended,
the "Credit Agreement").
B. The Banks and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Agreement shall have the meaning given to them in the Credit Agreement.
2. Amendments. The Credit Agreement is hereby amended as follows:
2.1 The definition of "Spread" in paragraph 1.1 of the
Agreement is hereby amended to read as follows:
"Spread" means one and three-quarters (1.75)
percentage points.
2.2 The first sentence of paragraph 2.4(b) of the Agreement is
hereby amended to read as follows:
Except as provided below, advances made by BofA under
this Agreement shall bear interest at a rate per annum equal
to BofA's Reference Rate plus one-quarter of one (0.25)
percentage point, and advances made by UBOC under this
Agreement shall bear interest at a rate per annum equal to
UBOC's Prime Rate plus one-quarter of one (0.25) percentage
point.
2.3 Paragraph 2.9 is hereby amended to read as follows:
2.9 Default Rate. Upon the occurrence and during the
continuation of any Event of Default under Paragraph 6.4, 6.5,
6.7, or 7.1 below and without
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constituting a waiver of any such Event of Default, advances
under this Agreement from either Bank shall at the option of
such Bank bear interest at a rate per annum which is two
percentage points (2.00%) higher than the rate of interest
otherwise provided under this Agreement. Upon the expiration
of any Interest Period, the relevant Portion shall thereafter
bear interest at BofA's Reference Rate plus two and
one-quarter percentage points (2.25%) or UBOC's Prime Rate
plus two and one-quarter percentage points (2.25%).
3. Representations and Warranties. When the Borrower signs
this Amendment, the Borrower represents and warrants to the Banks that:
(a) Other than the violation of Paragraph 6.4 as of March
31, 1997, which has been waived by the Banks by waivers dated April
21 and April 22, 1997, there is no event which is, or with notice or
lapse of time or both would be, an Event of Default under the
Agreement;
(b) The representations and warranties in the Agreement are
true and correct as of the date of this Amendment as if made on the
date of this Amendment;
(c) This Amendment is within the Borrower's powers, has
been duly authorized, and does not conflict with any of the Borrower's
organizational papers; and
(d) This Amendment does not conflict with any law,
agreement, or obligation by which the Borrower is bound.
4. Effect of Amendment. Except as provided in this Amendment,
all of the terms and conditions of the Agreement shall remain in full force
and effect.
5. Counterparts. This Amendment may be executed in
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts together shall constitute but
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one and the same instrument.
This Amendment is executed as of the date first stated above.
BANK OF AMERICA NATIONAL TRUST AND THE GOOD GUYS - CALIFORNIA, INC.
SAVINGS ASSOCIATION
By /s/ Xxxxxx X. Xxxxxxx
By /s/ Xxxxx Xxxxxxxxxxx -------------------------------
---------------------------- Title CHIEF FINANCIAL OFFICER
Title VICE PRESIDENT -----------------------------------
---------------------------- By
By ---------------------------------
---------------------------- Title
Title ------------------------------
----------------------------
THE UNION BANK OF CALIFORNIA N.A.
By /s/ Xxxxx Xxxxxxxx
----------------------------
Title VICE PRESIDENT
----------------------------
By
----------------------------
Title
----------------------------
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