SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Loan Agreement (this "Second Amendment") is
executed as of May 31, 1996, by and among Campo Electronics, Appliances and
Computers, Inc. (the "Borrower") and Hibernia National Bank, as agent for the
Banks (in such capacity, the "Agent"), and Central Bank, Hibernia National Bank
and Liberty Bank & Trust Company of Tulsa, N.A. (the "Banks").
RECITALS
A. The Borrower and the Banks entered into that certain Loan Agreement
dated as of August 30, 1995 (as amended, the "Loan Agreement"), pursuant to
which the Banks extended to Borrower a term loan in the principal amount of
$17,000,000 and a line of credit in the maximum aggregate principal amount of
$10,000,000.
B. The Borrower has requested that the Banks waive certain affirmative
covenants imposed upon the Borrower by the Loan Agreement for the period through
May 31, 1996, and the Banks are willing to do so on the terms and conditions set
forth below.
C. Terms used herein and not otherwise defined herein shall have the
meanings given to them in the Loan Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, the parties hereto amend the Loan Agreement as follows:
AGREEMENT
1. Section 2.03(a) of the Loan Agreement is hereby amended to read as
follows:
Section 2.03 Interest Rate; Fees. (a) Interest Rate. The term
loan and the line of credit shall bear interest at the Prime Rate, effective as
of June 1, 1996.
2. The Borrower hereby reaffirms all the representations and warranties
contained in the Loan Agreement and certifies that all such representations and
warranties are true and correct as of the date of this Second Amendment.
3. The Borrower further certifies that no Default [(other than as
relates to the financial covenants set forth in Sections 4.03(a), 4.03(d) and
4.03(e)] has occurred and is continuing under the Loan Agreement as of the date
of this Second Amendment. Under separate letter the Banks have waived such
Defaults through May 31, 1996.
4. The Borrower hereby specifically reaffirms the mortgage, pledge,
assignment, security agreement and other hypothecation of all collateral as
security for the Loan, including, without limitation, the following:
Mortgage by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in Jefferson County, Alabama.
Mortgage by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in Houston County, Alabama.
Mortgage by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in Mobile County, Alabama.
Mortgage by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in East Baton Rouge Parish,
Louisiana.
Mortgage by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in Jefferson Parish, Louisiana.
Mortgage by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in Ouachita Parish, Louisiana.
Mortgage by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in Caddo Parish, Louisiana.
Deed of Trust by the Borrower in favor of the Agent dated
August 30, 1995, covering certain immovable property of
the Borrower located in Hamilton County, Tennessee.
The Borrower acknowledges and agrees that the Borrower may, from time to time,
one or more times, enter into additional mortgages, pledges, assignments,
security agreements and other hypothecations with the Banks under which the
Borrower may mortgage, pledge, assign, grant a security interest in and
hypothecate the same collateral. The Borrower further acknowledges and agrees
that the execution of such additional agreements will not have the effect of
cancelling, novating or otherwise modifying said agreements, it being the
Borrower's intent that all such agreements shall be cumulative in nature and
shall each and all remain in full force and effect until expressly cancelled by
the Banks under written cancellation instrument delivered to the Borrower.
5. Except as modified and amended hereby, the Loan Agreement shall
remain in full force and effect.
6. The effectiveness of this Second Amendment shall be conditioned upon
the satisfaction of the following conditions:
a. Second Amendment. The Borrower and the Required Banks shall
have executed this Second Amendment.
b. Resolutions. The Borrower shall have adopted corporate
resolutions regarding the authorization of execution of this Second Amendment
and all documents related thereto, certified correct by the secretary or
assistant secretary of the Borrower.
c. No Adverse Change. There shall have occurred no material
adverse changes, either individually or in the aggregate, in the assets,
liabilities, financial conditions, business operations, affairs or circumstances
of the Borrower from those reflected in the most recent financial statements
furnished to the Banks prior to the date of this Second Amendment, except to the
extent that such changes are permitted by the Loan Agreement as amended by this
Second Amendment. Furthermore, immediately following the execution of this
Second Amendment, no Default under the Loan Agreement shall have occurred and be
continuing.
7. This Second Amendment may be executed in two or more counterparts,
and it shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof; each counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the date first above written.
BORROWER: CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
By: /s/ Anthony P. Campo
----------------------------------
Name: Anthony P. Campo
Title: Chairman of the Board, Chief Executive
Officer and President
AGENT: HIBERNIA NATIONAL BANK
By: /s/ S. John Castellano
----------------------------------
Name: S. John Castellano
Title: Vice President
BANKS: CENTRAL BANK
By: /s/ Fenton Davidson
----------------------------------
Name: Fenton Davidson
Title: Senior Vice President
Percent: 29.6296%
HIBERNIA NATIONAL BANK
By: /s/ S. John Castellano
----------------------------------
Name: S. John Castellano
Title: Vice President
Percent: 37.0370%
LIBERTY BANK & TRUST COMPANY OF TULSA, N.A.
By: /s/ Gary King
----------------------------------
Name: Gary King
Title: Assistant Vice President
Percent: 33.3333%
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NOTE MODIFICATION AGREEMENT
This Note Modification Agreement (this "Agreement") dated as
of May 31, 1996, is made between CAMPO ELECTRONICS, APPLIANCES AND
COMPUTERS, INC. ("Borrower") and HIBERNIA NATIONAL BANK ("Lender").
RECITALS
WHEREAS, Borrower has executed a term note dated August 30,
1995, payable to the order of Lender in the original principal
amount of $6,296,296, having a final maturity of August 31, 1998
(the "Note"); and
WHEREAS, Borrower and Lender desire to eliminate the LIBO Rate
and Commercial Paper Rate options, leaving the Note to bear
interest at the Prime Rate.
NOW, THEREFORE, the parties hereto hereby agree as follows:
AGREEMENT
1. Effective June 1, 1996, the Note is modified to provide
that it shall bear interest at the Prime Rate (as defined in the
Note), and all references in the Note to the LIBO Rate or the
Commercial Paper Rate are deleted.
2. Except as expressly modified by this Agreement, all terms
and provisions of the Note, and all terms and provisions of the
Loan Agreement dated as of August 30, 1995, executed by the
Borrower and the Lender (as amended, the "Loan Agreement") and all
terms and provisions of all other documents securing or evidencing
the obligations under the Note, are hereby ratified and confirmed
and shall be and shall remain in full force and effect, enforceable
in accordance with their terms.
3. Borrower hereby agrees, acknowledges and confirms that
Borrower is truly indebted to Lender pursuant to the terms of the
Note, as modified hereby, and the Loan Agreement. Borrower hereby
promises to pay the Note to Lender in accordance with the terms
thereof, as modified hereby, and hereby agrees to observe, comply
with and perform all of the obligations, terms and conditions under
or in connection with the Note, the Loan Agreement and any and all
other documents and instruments pertaining or relating to the
indebtedness represented by the Note.
4. Borrower hereby represents and warrants that no default
(other than as relates to the financial covenants set forth in
Section 4.03(a), 4.03(d) and 4.03(e)) has occurred and is
continuing as of the date hereof, and Borrower hereby further
represents and warrants that all of the representations, warranties
and covenants made in the Note, the Loan Agreement and all other
documents pertaining or relating to the indebtedness represented by
the Note are, as of the date hereof, true and correct in all
material respects.
5. Borrower represents and warrants that there is no
defense, offset, compensation, counterclaim or reconventional
demand with respect to amounts due under, or performance of, the
terms of the Note, and to the extent any such defense, offset,
compensation, counterclaim or reconventional demand or other causes
of action might exist, whether known or unknown, such items are
hereby waived by Borrower.
6. Nothing in this Agreement shall constitute the
satisfaction or extinguishment of the amount owed under the Note,
nor shall it be a novation of the amount owed under the Note.
BORROWER: CAMPO ELECTRONICS,
APPLIANCES AND COMPUTERS, INC.
By: ________________________________
Name: William M. Golden, Jr.
Title: Vice President and
Chief Financial Officer
LENDER: HIBERNIA NATIONAL BANK
By: ________________________________
Name: S. John Castellano
Title: Vice President