EXHIBIT 10(c)
AMENDMENT NO. 2 TO FINANCING AGREEMENTS
February 13, 1996
Xxxxxxx Radio Corp.
Majexco Imports, Inc.
0 Xxxxx xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Congress Financial Corporation ("Lender'), Xxxxxxx Radio Corp.
("Xxxxxxx") and Majexco Imports, Inc. ("Majexco"; together with Xxxxxxx,
individually and collectively, the "Borrower") have entered into certain
financing arrangements pursuant to the Loan and Security Agreement, dated
March 31, 1994, currently between Lender and Borrower, as amended by Amendment
No. 1 to Financing Agreements, dated August 24, 1995 (the "Loan Agreement"),
together with various other agreements, documents and instruments at any
time executed and/or delivered in connection therewith or related thereto
(as the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, collectively, the "Financing
Agreements"). All capitalized terms used herein and not herein defined shall
have the meanings given to them in the Financing Agreements.
Borrower has requested that Lender agree to certain amendments
to the Financing Agreements, and lender is willing to agree to such amendments,
subject to the terms and conditions set forth herein.
In consideration of the foregoing, the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
1. Adjusted Net Worth Covenant.
(a) Section 1.2(b) of the Loan Agreement is hereby deleted
in its entirety and replaced with the following effective with respect to
the calculation of Adjusted Net Worth as of December 31, 1995 and at any
time thereafter:
"(b) indebtedness of such Person and its
subsidiaries incurred after December 31, 1995
which is subordinated in right of payment to the
full and final payment of all of the Obligations
on terms and conditions acceptable to Lender."
(b) Section 9.14 of the Loan Agreement shall be deleted in
its entirety and replaced with the following effective with respect to the
calculation of Adjusted Net Worth as of December 31, 1995 and at any time
thereafter:
"9.14 Adjusted Net Worth. As of the end of
each fiscal quarter of Xxxxxxx, Xxxxxxx shall
maintain, on a consolidated basis with its
subsidiaries, Adjusted Net Worth of not less
than the sum of (i) the Base Amount, plus
(ii) any proceeds received by Xxxxxxx or its
subsidiaries after December 31, 1995 from the
sale of any equity securities (including any
equity securities issued pursuant to the Rights
Offering or the exercise of Warrants issued
pursuant to the Plan, plus (iii) subject to
the provisions hereof, any proceeds received
by Xxxxxxx or its subsidiaries after December
31, 1995 from the sale by Xxxxxxx or its
subsidiaries of debt securities subordinated
to the extent required under Section 1.2(b).
As used herein, "Base Amount" shall mean
(i) the amount of $38,000,000 as at December 31,
1995 and for the period from January 1, 1996
through and including September 30, 1996,
(ii) the amount of $40,000,000 from October 1,
1996 through and including March 31, 1997, and
(iii) the amount of $45,000,000 from and after
April 1, 1997. If the dates upon which Xxxxxxx'x
fiscal quarters end are not the same as the dates
upon which calendar year quarters end, then the
dates referred to above shall be deemed to
refer to the end of Xxxxxxx'x fiscal quarters
ending closest to such dates (whether before
or after such dates)."
2. Working Capital Covenant. Section 9.13 of the Loan Agreement
shall be deleted in its entirety and replaced with the following:
"9.13 Working Capital. As of the end of
each fiscal quarter of Xxxxxxx, Xxxxxxx shall
maintain, on a consolidated basis with its
subsidiaries, Working Capital of not less
than (i) the amount of $20,000,000 from April
1 through and including September 30 in each
year, commencing April 1, 1995 and (ii) the
amount of $35,000,000 from October 1 in each
year through March 31 in the following year,
commencing October 1, 1995. If the dates
upon which Xxxxxxx'x fiscal quarters end
are not the same as the dates upon which
calendar year quarters end, then the dates
referred to above shall be deemed to refer
to the end of Xxxxxxx'x fiscal quarters
ending closest to such dates (whether
before or after such dates)."
3. Conditions Precedent. The effectiveness of this Amendment
shall be subject to the satisfaction of the following conditions:
(a) the receipt by Lender of an original of this Amendment,
duly authorized, executed and delivered by Borrower, consented and agreed to
by Obligors; and
(b) after giving affect to the amendments set forth in
Section 1 hereof, no Event of Default shall exist or have occurred and be
continuing and no condition shall exist or event shall have occurred and be
continuing which, with notice or passage of time, or both, would constitute
an Event of Default.
4. Effect of this Amendment.
(a) Entire Agreement; Ratification and Confirmation of
the Financing Agreements. This Amendment contains the entire agreement of
the parties with respect to the subject matter hereof and supersedes all
prior or contemporaneous term sheets, proposals, discussions, negotiations,
correspondence, commitments and communications between or among the parties
concerning the subject matter hereof. This Amendment may not be modified or
any provision waived, except in writing signed by the party against whom such
modification or waiver is sought to be enforced. Except as specifically
modified pursuant hereto, the Financing Agreements are hereby ratified,
restated and confirmed by the parties hereto as of the effective date hereof.
To the extent of conflict between the terms of this Amendment and the
Financing Agreements, the terms of this Amendment shall control.
(b) Governing Law. This Amendment and the rights and
obligations hereunder of each of the parties hereto shall be governed by and
interpreted and determined in accordance with the laws of the State of New
York.
(c) Binding Effect. This Amendment shall be binding upon
and inure to the benefit of each of the parties hereto and their respective
successors and assigns.
(d) Counterparts. This Amendment may be executed in any
number of counterparts, but all of such counterparts shall together constitute
but one and the same agreement. In making proof of this Amendment it shall
not be necessary to produce or account for more than one counterpart thereof
signed by each of the parties hereto.
By the signature hereto of each of the duly authorized officers, all of
the parties hereto mutually covenant and agree as set forth herein.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
AGREED AND ACCEPTED:
XXXXXXX RADIO CORP.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: President
MAJEXCO IMPORTS, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: President
CONSENTED TO AND AGREED:
X.X. XXXXX, INC.
XXXXXXX COMPUTER CORP.
XXXXXXX TECHNOLOGIES AND
DEVELOPMENT CORP.
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: President
XXXXXXX TECHNOLOGIES, L.P.
By: XXXXXXX TECHNOLOGIES
AND DEVELOPMENTS CORP.,
its general partner
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: President
XXXXXXX RADIO CANADA LTD.
By:/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXXX RADIO & TECHNOLOGIES N.V.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: Director
