EXHIBIT 10.11.2
As of October 29, 1997
CONGRESS FINANCIAL CORPORATION
(CENTRAL)
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Amendment No. 2 to Financing Agreements
Gentlemen:
Reference is made to the financing arrangements between CONGRESS
FINANCIAL CORPORATION (CENTRAL) ("Lender") and NAVARRE CORPORATION ("Borrower"),
pursuant to which Lender may extend loans, advances and other financial
accommodations to Borrower pursuant to the terms and provisions of the Loan and
Security Agreement dated June 12, 1997 between Borrower and Lender (as amended
pursuant to Amendment No. 1 to Financing Agreements dated as of September 29,
1997 (the "First Amendment"), the "Loan Agreement"). All capitalized terms used
herein and not otherwise defined herein shall have their respective meanings as
defined in the Loan Agreement.
Borrower has requested that the Lender amend the Loan Agreement
which Lender is willing to do, on and subject to the terms and conditions of the
Loan Agreement and the terms and conditions set forth in this Letter Re:
Amendment No. 2 to Financing Agreements ("Amendment"). In consideration of the
foregoing, the parties hereto hereby agree as follows:
1. Notwithstanding anything to the contrary contained in Section
1.24 of the Loan Agreement, from October 29, 1997 up to and including December
31, 1997, "Maximum Credit" shall mean the amount of $48,000,000. From and after
January 1, 1998, and at all times thereafter, "Maximum Credit" shall have the
meaning set forth in Section 1.24 of the Loan Agreement (i.e., "Maximum Credit"
shall mean the amount of $45,000,000).
2. Paragraph 1 of the First Amendment is hereby deleted in its
entirety effective as of the date hereof.
3. This Amendment shall not constitute a waiver or amendment of any
provision of the Loan Agreement not expressly referred to herein. Except as
expressly set forth herein, no other changes or modifications to the Loan
Agreement are intended or implied and the Loan Agreement shall remain in full
force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts, each of which,
when executed, shall be deemed to constitute one and the same Amendment.
5. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Illinois.
Very truly yours,
NAVARRE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Title: Executive Vice President and CFO
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ACCEPTED AND AGREED TO:
CONGRESS FINANCIAL CORPORATION
(CENTRAL)
By: /s/ Xxxxx Xxxxxxx
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Title: Vice President
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ACKNOWLEDGED AND AGREED TO:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx