AMENDMENT NO. 9 TO FINANCING AGREEMENTS
June 16, 1999
Emerson Radio Corp.
Majexco Imports, Inc.
9 Entin Road
Parsippany, New Jersey 07054
Gentlemen:
Congress Financial Corporation ("Lender"), Emerson
Radio Corp. ("Emerson") and Majexco Imports, Inc.
("Majexco", and together with Emerson, individually and
collectively, the "Borrower") have entered into certain
financing arrangements pursuant to the Loan and Security
Agreement, dated March 31, 1994, by and between Lender and
Borrower, as amended by Amendment No. 1 to Financing
Agreements, dated August 24, 1995, Amendment No. 2 to
Financing Agreements, dated February 13, 1996, Amendment No.
3 to Financing Agreements, dated August 20, 1996, Amendment
No. 4 to Financing Agreements, dated November 14, 1996,
Amendment No. 5 to Financing Agreements, dated February 18,
1997, Amendment No. 6 to Financing Agreements, dated August
14, 1997, Amendment No. 7 to Financing Agreements, dated as
of March 31, 1998, and Amendment No. 8 to Financing
Agreements, dated as of November 13, 1998, (as amended, 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 Loan Agreement.
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 in this Amendment No. 9 to Financing
Agreements (the "Amendment").
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. ELIGIBLE ACCOUNTS. The last sentence of Section 1.17
of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"Without limiting the generality of the foregoing, Accounts
owed by Wal-Mart Stores, Inc. or its Affiliates, Fred Meyer, Inc.
and Target, a division of Dayton Hudson Corporation, shall not
be deemed Eligible Accounts."
2. LOANS ON NET AMOUNT OF ELIGIBLE ACCOUNTS. Section 2.1
(a)(i)(A) of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
"(A) the lesser of:
(1) $1,500,000; or
(2) seventy (70%) percent of the Net Amount of Eligible
Accounts of Emerson; PLUS"
3. CONDITIONS PRECEDENT. The effectiveness of the other
terms and conditions contained herein shall be subject to:
(a) the receipt by Lender of an original of this Amendment, duly
authorized, executed and delivered by Borrower and consented
and agreed to by the other Obligors; and
(b) no Event of Default shall exist or have occurred, and
no event or condition, which with the giving of notice or passage of time,
or both, would constitute an Event of Default, shall exist or have
occurred.
4. FEE. In consideration of Lender entering into this
Amendment, Borrower shall pay Lender an amendment fee in the
amount of $5,000, payable simultaneously with the execution
hereof, which fee is fully earned as of the date hereof.
Such fee may, at Lender's option, be charged directly to any of
Borrower's loan accounts maintained by Lender under the Financing
Agreements.
5. Miscellaneous.
(a) ENTIRE AGREEMENT; RATIFICATION AND CONFIRMATION OF THE
FINANCING
AGREEMENTS. This Amendment contains the entire agreement of
the parties with repect 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 Loan Agreement
and the other 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, the Loan Agreement and the
other 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 signatures hereto of each of their duly authorized
officers, all of the parties hereto mutually covenant and
agree as set forth herein.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: /s/ Thomas Grabosky
Title: Assistant Vice President
AGREED AND ACCEPTED:
EMERSON RADIO CORP.
By: /s/ John P. Walker
Title: EXE. CFO
MAJEXCO IMPORTS, INC.
By: /s/ John P. Walker
Title: S.V.P. Finance - Treasurer
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CONSENTED TO AND AGREED:
H.H. SCOTT, INC.
EMERSON COMPUTER CORP.
By: /s/ John P. Walker
Title: S.V.P. Finance - Treasurer
EMERSON RADIO CANADA LTD.
By: /s/ John P. Walker
Title: Treasurer
EMERSON RADIO & TECHNOLOGIES N.V.
By: /s/ John P. Walker
Title: S.V.P. Finance - Treasurer