AMENDMENT TO LOAN AGREEMENT
This Amendment to Loan Agreement (this "Agreement") is
executed as of June 25, 1997, by and among CAMPO ELECTRONICS,
APPLIANCES AND COMPUTERS, INC. (the "Borrower"), Debtor and
Debtor-in-Possession in that certain bankruptcy case (the
"Bankruptcy Case") under Chapter 11 of the United States
Bankruptcy Code entitled "In Re: Campo Electronics, Appliances
and Computers, Inc., Debtor", Case No. 97-13057 on the docket of
the United States Bankruptcy Court for the Eastern District of
Louisiana (the "Court"), 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, the Agent, and the Banks entered into
that certain Loan Agreement dated as of August 30, 1995 (as the
same may have been or may hereafter be amended from time to time,
the "Loan Agreement"), pursuant to which the Banks extended to
Borrower (i) a term loan (the "Term Loan") in the original
principal amount of $17,000,000.00, and (ii) a line of credit
(the "Line of Credit") in the original maximum aggregate
principal amount of $10,000,000.00, which maximum aggregate
principal amount has subsequently been reduced. The Term Loan
and the Line of Credit are sometimes collectively referred to
herein as the "Loan".
B. Borrower has commenced the Bankruptcy Case and, in
connection therewith, the Court has issued and entered that
certain Final Agreed Order Authorizing the Use of Cash Collateral
and Collateral, Approving Adequate Protection, and Granting
Additional Replacement Liens, signed on June 13, 1997, a copy of
which is annexed hereto (the "Order").
C. The Order provides, inter alia, that the Term Loan and
the Line of Credit and all other loans and extensions of credit
and any other indebtedness which may now or hereafter be owing by
Borrower, as either debtor or debtor-in-possession, to the Banks,
both prepetition and postpetition, other than the "Notes" (as
defined in the Order), shall be merged into and form a single
term indebtedness, which shall be subject to the terms and
conditions and secured in the manner set forth in the Order.
D. The Order also provides, inter alia, for the execution
by Borrower of certain "Notes" (as defined in the Order), which
shall be subject to the terms and conditions and secured in the
manner set forth in the Order.
E. The Order also contains numerous other terms and
provisions relating to the Loan.
F. The parties desire to amend the Loan Agreement so that
it will incorporate and reflect the relevant terms and provisions
of the Order.
G. Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Loan Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein and in the Order, the parties
hereto amend the Loan Agreement as follows, effective as of the
Effective Date as defined in the Order:
AGREEMENT
1. Section 1.02 (Certain Definitions) of the Loan
Agreement is hereby amended as follows:
(a) The definition of "Indebtedness" is restated to read in
its entirety as follows:
""Indebtedness" shall mean any and all amounts,
indebtedness, obligations, loans, advances, and
liabilities of every kind and nature from time to time
owing by the Borrower to any or all of the Banks in
their capacities as the "Banks" under this Agreement
(but excluding any amounts owed to any of the Banks in
any separate or unrelated capacity other than as one of
the "Banks" under this Agreement) or any of their
predecessors, successors, transferees, and/or assigns
in such capacity, whether liquidated or unliquidated
and whether now existing or hereafter arising,
including without limitation the "Term Loan", the "Line
of Credit", the "Term Notes", the "Loan", and the
"Indebtedness", all as defined in this Agreement, the
"Indebtedness" and the "Notes" as defined in the Order,
and any and all other amounts now or hereafter owed by
Borrower to the Banks in their capacity aforesaid,
however evidenced, incurred, or arising, including
principal, interest, attorneys' fees, court costs,
appraisal fees, expenses, charges, and other amounts
connected with the foregoing, whether the same were
incurred before or after the commencement of the
Bankruptcy Case, together with any and all amendments,
substitutions, supplements, renewals, extensions,
refinancings, and other modifications thereto or
thereof. The Borrower acknowledges that the
Indebtedness and all of its obligations, covenants,
duties, undertakings, assignments, grants, and
conveyances under the Loan Documents are absolute,
unconditional, due, owing, unpaid, and not subject to
any offset, cross-claim, demand, claim, suit, action,
proceeding, counterclaim, or other dispute or defense
of any kind or nature, all of which are hereby
expressly and irrevocably waived, relinquished and
released by the Borrower."
(b) The following new definitions are hereby added to
Section 1.02 of the Loan Agreement in alphabetical order:
""Bankruptcy Case" shall mean that certain
bankruptcy case under Chapter 11 of the United States
Bankruptcy Code entitled "In Re: Campo Electronics,
Appliances and Computers, Inc., Debtor", Case No. 97-
13057 on the docket of the Court."
""Court" shall mean the United States Bankruptcy
Court for the Eastern District of Louisiana."
""Loan Documents" shall mean and include this
Agreement (as the same may have been or may hereafter
be amended from time to time), any and all promissory
notes, mortgages, deeds of trust, assignments,
collateral assignments of leases and rents, pledges,
security agreements, and any and all other documents,
agreements, and instruments executed in connection
therewith or as security therefor and any and all
amendments, substitutions, supplements, renewals,
extensions, refinancings, and other modifications
thereto or thereof."
""Order" shall mean that certain Final Agreed
Order Authorizing the Use of Cash Collateral and
Collateral, Approving Adequate Protection, and Granting
Additional Replacement Liens, signed on June 13, 1997
by the Court in the Bankruptcy Case."
2. Section 2.01 (Term Loan) of the Loan Agreement is
hereby amended to provide that, from and after the Effective Date
as defined in the Order, the principal amount of the Term Loan
shall be $17,861,653.54, representing the total of (i) the
principal amount owed under the Term Loan immediately prior to
the execution of this Agreement, plus (ii) the principal amount
owed under the Line of Credit immediately prior to the execution
of this Agreement. The accrued but unpaid interest due and owing
on the above principal amount was $68,067.64 as of June 17, 1997,
representing the total of (i) all accrued but unpaid interest due
and owing on the Term Loan as of June 17, 1997, and (ii) all
accrued but unpaid interest due and owing on the Line of Credit
as of June 17, 1997. Interest has continued to accrue on the
above principal amount in the sum of $4,217.33 per diem from June
17, 1997 through the Effective Date of the Order, such per diem
interest figure representing the total of the per diem interest
figure for the Term Loan plus the per diem interest figure for
the Line of Credit. From and after the Effective Date of the
Order, the Term Loan shall bear interest at the rate of 9.0% per
annum as set forth below. Interest on the Term Loan shall be
payable quarterly in arrears on the first day of each December,
March, June, and September beginning on September 1, 1997.
Interest for the quarterly payment due on September 1, 1997 shall
be calculated based on interest having accrued at the rate of
8.5% per annum through the Effective Date of the Order and at the
rate of 9.0% per annum from and after the Effective Date of the
Order. Principal on the Term Loan shall be payable in nine equal
quarterly installments of $223,270.67 on the first day of each
December, March, June, and September beginning on June 1, 1998
and continuing through June 1, 2000, with the balance of all
outstanding principal and all accrued and unpaid interest being
due and payable at maturity on June 27, 2000 (the "Maturity
Date"). Contemporaneously with this Agreement, Borrower and each
Bank have executed a separate Second Note Modification Agreement
(collectively, the "Note Modification Agreements") pursuant to
which the term note held by each Bank, evidencing each Bank's
respective portion of the Term Loan, has been modified and
amended to reflect the new principal balance of such term note as
contemplated by the Order, as well as the other provisions of the
Order relating to the term notes. Except as otherwise set forth
in the Order, all payments made by the Borrower or received by
the Banks with respect to the Indebtedness may be applied in such
manner or order as the Banks may determine in their sole
discretion.
3. Section 2.02 (Line of Credit) of the Loan Agreement is
hereby deleted in its entirety. Pursuant to the Order, the
entire outstanding principal balance of the Line of Credit is
hereby merged into and shall hereafter form part of the Term Loan
and shall be payable in the manner set forth in paragraph 1 above
and in the Note Modification Agreements. The Banks shall have no
obligation to extend Line of Credit Advances or any other
advances to Borrower.
4. In place of former Section 2.02 (Line of Credit) of the
Loan Agreement, the following provision is hereby added as new
Section 2.02:
"Section 2.02 Additional Notes. As
additional adequate protection for the Banks'
allowing Borrower to use the Banks' cash
collateral and the Banks' release of their
Liens on the Inventory as set forth in
paragraph 20 of the Order, and pursuant to
paragraph 3 of the Order, Borrower shall
execute one certain promissory note payable
to the order of Central Bank in the original
principal amount of $159,999.84, bearing no
interest except default interest at the rate
of nine (9.0%) percent per annum during the
existence of an Event of Default, payable in
full at maturity 36 months following the
Effective Date of the Order in a single
payment of the entire outstanding balance of
principal, together with all accrued but
unpaid default interest, if any, and all
costs, fees, and other charges that may then
be outstanding; one certain promissory note
payable to the order of Hibernia National
Bank in the original principal amount of
$199,999.80, bearing no interest except
default interest at the rate of nine (9.0%)
percent per annum during the existence of an
Event of Default, payable in full at maturity
36 months following the Effective Date of the
Order in a single payment of the entire
outstanding balance of principal, together
with all accrued but unpaid default interest,
if any, and all costs, fees, and other
charges that may then be outstanding; and one
certain promissory note payable to the order
of Liberty Bank & Trust Company of Tulsa,
N.A. in the original principal amount of
$179,999.82, bearing no interest except
default interest at the rate of nine (9.0%)
percent per annum during the existence of an
Event of Default, payable in full at maturity
36 months following the Effective Date of the
Order in a single payment of the entire
outstanding balance of principal, together
with all accrued but unpaid default interest,
if any, and all costs, fees, and other
charges that may then be outstanding
(collectively, the "Notes"). The Notes shall
be secured by the same first priority and
paramount mortgages and deeds of trust
described in Subsection 2.09(a) hereof
encumbering the Real Properties, and by the
same first priority and paramount security
interest in all of the inventory of Borrower
described in Subsection 2.09(b) hereof. The
Notes shall be deemed to be part of the
"Loan" and the "Indebtedness" for all
purposes and such terms, whenever used
herein, shall include the Notes.".
5. Section 2.03 (Interest Rate; Fees) of the Loan
Agreement is hereby amended to provide that the Term Loan shall
bear interest from the Effective Date of the Order until paid at
the rate of nine (9.0%) percent per annum. All references in the
Loan Agreement to the Prime Rate, the LIBO Rate, and the
Commercial Paper Rate are hereby deleted. Interest on the Term
Loan shall be computed on a 365/360 simple interest basis; that
is, by applying the ratio of the annual interest rate over a year
of 360 days times the outstanding principal balance, times the
actual number of days the principal balance is outstanding.
6. Section 2.09 (Security) of the Loan Agreement is hereby
amended as follows:
(a) Subsection 2.09(a) of the Loan Agreement is hereby
amended to read in its entirety as follows:
"Section 2.09 Security. (a) The
Indebtedness shall be secured by (i) a first
priority and paramount mortgage or deed of
trust on eight (8) properties owned by the
Borrower and located as set forth below (the
"Real Properties") and (ii) a first priority
and paramount collateral assignment of all
present and future leases and rents arising
from or relating to the Real Properties (the
"Leases and Rents"). The Real Properties are
more fully described in said mortgages or
deeds of trust and are generally located as
follows:
Birmingham, Alabama
Dothan, Alabama
Mobile, Alabama
Baton Rouge, Louisiana
Harahan, Louisiana
Monroe, Louisiana
Shreveport, Louisiana
Chattanooga, Tennessee.
The foregoing are all of the real estate
properties currently owned by the Borrower.
All other of Borrower's remaining stores are
leased from unaffiliated third parties. At
the request of the Lender, the Borrower shall
execute such other instruments, including
amendments or supplements to the existing
mortgages, deeds of trust, and collateral
assignments of leases and rents as the Banks
may request to further evidence the
foregoing. The mortgages, deeds of trust,
and collateral assignments of leases and
rents on the Real Properties listed above
shall at all times be senior to the rights of
any entity or individual, including but not
limited to the "Junior Creditors" (as defined
in the Order), the Borrower, both as debtor
and debtor-in-possession, its estate, and all
trustees in the Bankruptcy Case or in any
subsequent case under the Bankruptcy Code,
including but not limited to any subsequent
Chapter 7 case. The Borrower hereby
acknowledges, reaffirms, and ratifies that
the entire Indebtedness, including the
amended term notes and the Notes, are
intended to be secured by the aforesaid
mortgages, deeds of trust, and collateral
assignments of leases and rents with a first
and paramount rank and priority to the same
extent as the promissory notes originally
secured by said instruments."
(b) Subsection 2.09(b) of the Loan Agreement is hereby
amended to provide that the first priority and paramount security
interest presently held by the Banks as security for the Loan in
all of the inventory of Borrower described in the Loan Agreement
shall be subject to the obligation of the Banks, after the
Effective Date of the Order, to release such security interest in
the inventory pursuant to paragraph 20 of the Order.
7. Section 4.02 (Financial Statements and Reports) of the
Loan Agreement is hereby amended by redesignating such Section as
Section 4.02.1 (Financial Statements and Reports). The entire
text of said Section, except for the numerical designation, shall
remain in full force and effect as presently written.
8. The Loan Agreement is hereby amended by adding a new
Section 4.02.2 immediately after the redesignated Section 4.02.1,
which new Section 4.02.2 shall read in its entirety as follows:
"4.02.2 Additional Financial Statements
and Reporting Requirements. Without limiting
the reporting requirements imposed upon the
Borrower under the Loan Documents (including
but not limited to those under Section 4.02.1
of this Agreement), the Bankruptcy Code and
Rules, and under the Orders and Local Rules
of the Court, the Borrower shall strictly
account for all proceeds of, and income or
cash generated by or from, the prepetition or
postpetition inventory or any accounts
receivable generated therefrom and shall
furnish the Banks with such reports relative
thereto as the Banks, in their discretion,
shall request. Further, without in any way
limiting the foregoing, the Borrower shall
provide the Banks the following:
(a) until the Effective Date
of the Order, weekly prepetition
and postpetition inventory reports
in a form satisfactory to the
Banks; however the Banks may at
their option require daily
submissions of inventory reports;
notwithstanding the foregoing, if
the Order becomes effective, the
Borrower shall not be required to
provide the inventory reports
referred to in this subparagraph
(a) for any period (i) after the
Effective Date of the Order, or
(ii) for periods prior to the
Effective Date of the Order if such
reports were not delivered by the
Effective Date;
(b) monthly balance sheets
and income statements certified by
the Borrower's Chief Financial
Officer by the 15th day of the
following month (which will be
included in the U.S. Trustee
Reports);
(c) monthly source and
application of funds statements in
a form acceptable to the Banks by
the 15th day of the following month
(which will be included in the U.S.
Trustee Reports);
(d) monthly profit and loss
reports by store and consolidated
(which will be included in the U.S.
Trustee Reports);
(e) monthly and yearly cash
flow reports (which will be
included in the U.S. Trustee
Reports);
(f) yearly audited profit and
loss statement and audited balance
sheet; and
(g) any reporting (other than
daily sales reports) required by
any other lender.
The Banks may have a representative present
at any business location of the Borrower or
at any location where any of the Borrower's
assets are located during business hours but
shall not in any respect direct or
participate in the management of the day-to-
day business operations of the Borrower."
9. Section 4.05 (Taxes and Other Liens) of the Loan
Agreement is hereby amended to provide that on December 1, 1997,
Borrower shall establish and shall thereafter at all times
maintain with the Agent for the benefit of the Banks a tax escrow
account for the payment of real property taxes and assessments
with respect to the Real Properties. No later than the fifth
(5th) day of each calendar month commencing with December, 1997,
Borrower shall transmit to the Agent for deposit into the tax
escrow account an amount estimated by the Agent to be equal to
one-twelfth (1/12) of the aggregate amount of all real property
taxes and assessments estimated to be levied during the current
calendar year against the Real Properties, so as to enable the
Agent to pay, at least thirty (30) days before they become due,
all taxes, assessments, and other similar charges against the
Real Properties. Upon demand of the Agent, Borrower shall
deliver to the Agent such additional monies as are necessary to
make up any deficiency in the amount necessary to enable the
Agent to pay the foregoing items. Unless the Order ceases to be
in effect or is modified by the Court to so permit, the Banks
shall have no right to apply the funds in the tax escrow account
for any purpose other than the payment of real property taxes and
charges, provided that if the Order ceases to be in effect or is
modified to so permit, the Agent may, upon the occurrence of an
Event of Default, apply the funds in the tax escrow account
against the Loan in such manner as the Agent may determine. It
shall be the responsibility of Borrower to furnish the Agent with
tax bills in sufficient time to pay the taxes, assessments, and
other charges before the due date thereof. Notwithstanding the
above, Borrower shall remain liable for payment, before the same
becomes delinquent or any penalty attaches thereto for non-
payment, all taxes, assessments, and charges of any type or
nature, local or otherwise, to whomever assessed, which may be
levied on any of the Real Properties; and if the Agent permits
Borrower to pay such taxes, assessments, and charges directly,
Borrower shall furnish or cause to be furnished to the Agent,
evidence satisfactory to the Agent, of such payment before the
due date thereof.
10. Section 5.02 (Liens) of the Loan Agreement is hereby
amended by adding the following as new Subsection 5.02(h)
thereof:
"(h) Junior and subordinate Liens on the
Real Properties after the Effective Date of
the Order in favor of the "Junior Creditors"
as defined in the Order, provided that (i)
all such Liens are permitted and provided for
by the Order and all requirements,
conditions, waivers, and releases set forth
in the Order for such Liens have been
satisfied, (ii) such Liens are junior and
subordinate to the Liens of the Banks on the
Real Properties with respect to all
indebtedness owed to the Banks; (iii) the
instruments creating such Liens have been
approved in writing in advance by the Banks;
(iv) if the Banks so require, each of the
Junior Creditors has executed an
intercreditor agreement with the Banks in
form and substance satisfactory to the Banks
in their sole discretion; and (v) the
instruments creating such Liens have been
authorized in advance by an order of the
Court."
11. Section 5.05(b) of the Loan Agreement is hereby deleted
in its entirety and the following provision is substituted in its
place:
"(b) All sales leases, refinancings,
and other dispositions of any or all of the
Real Properties shall be subject to the
approval of the Banks. All proceeds of all
sales, leases, refinancings, and other
dispositions of any or all of the Real
Properties shall be applied first to the
unpaid principal balance of the Term Loan
until paid in full, second to interest on the
Term Loan until paid in full, third to
attorney's fees, costs, expenses, appraisal
fees, and other amounts due hereunder until
paid in full, and fourth to the amount due on
the Notes, as defined in the Order. All
references herein or in any related documents
to minimum release prices are hereby
deleted."
12. Section 7.01 (Events of Default) of the Loan Agreement
is hereby amended as follows:
(a) The following Subsections 7.01(l) and (m) are
hereby added thereto as additional Events of Default:
"(l) Dismissal or Conversion of
Bankruptcy Case; Breach of Order; Appointment
of Trustee. The Bankruptcy Case is
dismissed, or Borrower breaches the terms of
the Order, or a trustee is appointed in the
Bankruptcy Case or any subsequent case under
the United States Bankruptcy Code in which
Borrower is a debtor, or the Bankruptcy Case
is converted to a Chapter 7 case under the
United States Bankruptcy Code."
"(m) Other Events of Default Under Loan
Documents. Any Event of Default occurs under
any Loan Document."
(b) Subsection 7.01(e) is hereby revised to read in its
entirety as follows:
"(e) Other Debt to Other Lenders. The
Borrower (i) defaults in the payment of any
amounts due to any Person (other than the
Banks or the Junior Creditors as defined in
Order) or in the observance or performance of
any of the covenants or agreements contained
in any credit or loan agreements, notes,
equipment lease, collateral or other
documents (excluding store leases) relating
to any Debt of the Borrower to any Person
(other than the Banks or the Junior Creditors
as defined in the Order) in excess of
$250,000.00 and such Debt has been
accelerated or otherwise becomes due and
payable, or (ii) defaults in any payment,
performance, or covenant owed to any of the
Junior Creditors (as defined in the Order)."
13. Section 7.02 (Remedies) of the Loan Agreement is hereby
amended by adding the following Subsection 7.02(c) thereto:
"(c) Upon the happening of any Event of
Default specified in Subsection (l) of the
preceding Section, the entire principal
amount of all obligations then outstanding
including interest accrued thereon shall,
without further order of the Court or notice
by the Agent or the Banks, be immediately due
and payable without presentment, demand,
protest, notice of protest or dishonor or
other notice of default of any kind, all of
which are hereby expressly waived by the
Borrower."
14. Section 8.01 (Sharing of Set-Offs) of the Loan
Agreement is hereby amended to provide that as of the Effective
Date of the Order and except with respect to the Real Properties
and the cash proceeds from any sale of any of the Real Properties
and leases, rents, and other income generated from the Real
Properties, the Banks waive their rights of setoff. This
provision does not apply to First National Bank of Commerce d/b/a
First Bankcard Center.
15. The Loan Agreement is hereby further amended by adding
the following additional provisions to Article 9 thereof:
"SECTION 9.19 WAIVER OF JURY TRIAL.
WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR IN CONNECTION WITH OR
RELATING TO THIS AGREEMENT, THE LOAN, ANY OF
THE LOAN DOCUMENTS, ANY GRANTS OF SECURITY
THEREFOR, OR THE RELATIONSHIP ESTABLISHED
THEREBY OR HEREBY, THE BORROWER IRREVOCABLY
WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THE FOREGOING
MATTERS INCLUDING WITHOUT LIMITATION IN THE
BANKRUPTCY CASE AND ANY ADVERSARY PROCEEDINGS
OR OTHER PROCEEDINGS RELATED OR ANCILLARY TO
THE BANKRUPTCY CASE.
"Section 9.20 Notice of Offers to
Purchase. Borrower will advise the Banks of
all bona fide offers to purchase any of the
Real Properties or to purchase in bulk any of
the inventory on which the Banks hold a lien
at the time of such offer within two days of
receipt of any such offer and shall transmit
to the Banks copies of any such written
offers within five days of their receipt. In
addition, Borrower shall provide the Banks
within five days following Borrower's signing
of the Order with copies of all written
offers to purchase any of the Real Properties
or to purchase in bulk any of the inventory
received by Borrower since January 1, 1997.
"Section 9.21 No Obligation to Make
Payments. The Banks and the Agent shall have
no obligation to make any payments, and shall
not have any liability for payment or
nonpayment, of any expenses or other
obligations of the Borrower, including
without limitation those relating to the Real
Properties and/or the inventory. Without
limitation of the foregoing, the Banks and
the Agent shall have no obligation or
liability for payment of payroll taxes or
other taxes, including but not limited to
taxes applicable to the Real Properties or
inventory, and Borrower shall pay all such
payroll and other taxes and charges when and
as they become due. Notwithstanding the
foregoing, unless the Agent permits Borrower
to pay property taxes directly, the Agent
shall apply whatever monies it holds in the
property tax escrow account with respect to
the Real Properties, limited strictly to the
extent of said funds, for the payment of
property taxes, assessments, and similar
charges. The Banks and the Agent shall have
no liability to Borrower for any act or
omission with regard to the subject matter
hereof, nor shall any act or omission of the
Banks or the Agent in good faith under this
Agreement or the Order give rise to any
defense, counterclaim, or right of setoff
under this Agreement or any other agreement.
Borrower expressly waives any such defense,
counterclaim, or right of setoff."
16. Borrower hereby agrees to observe, comply with, and
perform all of the obligations, terms, and conditions under or in
connection with the Loan Agreement as amended hereby, the term
notes, the Notes, any and all other documents and instruments
securing or pertaining or relating to the Loan, and the Order.
17. Borrower hereby ratifies, reaffirms, confirms, and
acknowledges the Indebtedness and all terms and provisions of,
and all obligations, covenants, duties, and undertakings under,
this Agreements, and the Loan Documents. Borrower acknowledges
that the Indebtedness and all of its obligations, covenants,
duties, and undertakings under this Agreement and the Loan
Documents are absolute, unconditional, due, owing, unpaid, and
not subject to any offset, cross-claim, demand, claim, suit,
action, proceeding, counterclaim, or other dispute or defense of
any kind or nature, all of which are hereby expressly and
irrevocably waived, relinquished and released by Borrower.
Without limitation of the generality of the foregoing, the
Borrower hereby specifically reaffirms the mortgage, pledge,
assignment, grant of security interest in, and other
hypothecation of all collateral as security for the Indebtedness,
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.
Security Agreement (Inventory and Proceeds) by the
Borrower in favor of the Agent dated December 4, 1996,
covering certain inventory and proceeds; however, the
Banks' liens with respect to said inventory shall be
released as provided by the Order on the Effective Date
of the Order.
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, releasing,
novating said obligations, indebtedness, and other agreements, it
being the Borrower's intent that all such obligations
indebtedness and other agreements shall be cumulative in nature
and shall each and all remain in full force and effect until
expressly cancelled by the Banks under a written cancellation
instrument delivered to the Borrower.
18. Nothing in this Agreement shall constitute the
satisfaction or extinguishment of the amounts owed under the Term
Loan, the Line of Credit, the Loan Agreement, or otherwise owed
to the Banks, nor shall it be a novation of all or any portion of
the Loan or any other amounts owed to the Banks.
19. Borrower, both as debtor and debtor-in-possession, and
its estate fully, finally, and forever release, acquit, waive,
settle, discharge, surrender, and cancel the Banks and the Agent
from any and all claims, rights, demands, actions, disputes,
controversies and/or causes of action of every kind and nature
(together with the expenses, interest, costs, attorneys' fees,
and/or other amounts of any nature whatsoever claimed or
otherwise arising therefrom or related thereto) howsoever
arising, including, but not limited to, in tort, negligence,
intentional tort, strict liability, law, contract, admiralty,
equity, bankruptcy, fraudulent conveyance, preference, avoidance,
warranty, worker's compensation, loss, damages, punitive damages,
injury to a person, damage to property or property interests,
indemnity, contribution, reimbursement, defense, offense, quasi-
offense, sanctions, fines, penalties, unjust enrichment,
subrogation, assignment, and/or arising in any other way
whatsoever, whether based on direct or indirect (vicarious)
liability, whether existing and/or arising from events, actions,
and/or omissions in the past or present (including but not
limited to claims for indemnity, contribution, reimbursement,
and/or based on a similar theory which have not yet arisen
because a claimant has not been cast in judgment or made payment
on the underlying liability), whether known or unknown,
liquidated or unliquidated, choate or inchoate, matured or
unmatured, asserted or unasserted, contingent or exigible,
anticipated or unanticipated; claims also means and includes but
is not limited to the term claim as defined in 11 U.S.C. Section
101(5).
20. Borrower acknowledges that there exist Events of
Default under the Loan, the Loan Agreement, and the other Loan
Documents. Nothing contained herein shall be construed as curing
or waiving any or all of the existing defaults or Events of
Default or as a relinquishment by the Banks of their rights and
remedies with respect thereto, and the Banks hereby reserve and
retain all of their rights and remedies with respect to any and
all present and future defaults and Events of Default under the
Loan and the Loan Agreement. Notwithstanding the foregoing, the
Banks shall not exercise any of their rights or remedies under
any of the Loan Documents unless, after the date hereof, an Event
of Default occurs under the Loan Agreement or the other Loan
Documents or any breach or default occurs under the Order.
21. Except as modified and amended hereby, the Loan
Agreement shall remain in full force and effect.
22. This Agreement shall be governed by and shall be
construed in accordance with the laws of the State of Louisiana
and the United States of America.
23. This Agreement 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, all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument be duly executed as of the date first above written.
WITNESSES: BORROWER:
CAMPO ELECTRONICS, APPLIANCES AND
COMPUTERS, INC., Debtor and Debtor-
in-Possession
/s/ Pearl G. James By: /s/ Wayne J. Usie
Name: Wayne J. Usie
/s/ Brenda G. Lahteine Title:Chief Financial Officer,
Vice President and
Secretary
AGENT:
HIBERNIA NATIONAL BANK
/s/ Pearl G. James By: /s/ Frank J. Crifasi
Name: Frank J. Crifasi
/s/ Brenda G. Lahteine Title: Vice President
BANKS:
CENTRAL BANK
/s/ David M. Hampton By: /s/ Michael A. Naquin
Name: Michael A. Naquin
/s/ Lynn B. Barbara Title: Executive Vice President
HIBERNIA NATIONAL BANK
/s/ Pearl G. James By: /s/ Frank J. Crifasi
Name: Frank J. Crifasi
/s/ Brenda G. Lahteine Title: Vice President
LIBERTY BANK & TRUST COMPANY OF
TULSA, N.A.
/s/ Rene Belford By: /s/ Tipton J. Burch
Name: Tipton J. Burch
/s/ Rene Belford Title: Vice President