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AMENDMENT NO. 7
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 7 ("Amendment") is entered into as of December 1,
1999, by and among Let's Talk Cellular & Wireless, Inc., a corporation organized
under the laws of the State of Florida ("LTC"), Telephone Warehouse, Inc., a
corporation organized under the laws of the State of Delaware ("TWI"), National
Cellular, Incorporated, a corporation organized under the laws of the State of
Texas ("NCI"), Cellular USA, a corporation organized under the laws of the State
of Nevada ("USA") and Sosebee Enterprises, Inc., a corporation organized under
the laws of the State of Georgia ("SEI") (LTC, TWI, NCI, USA and SEI, each a
"Borrower" and jointly and severally, the "Borrowers"), the undersigned
financial institutions (each, a "Lender" and collectively, the "Lenders") and
The Chase Manhattan Bank, a corporation organized under the laws of the State of
New York ("Chase") as agent for Lenders (Chase in such capacity, the "Agent").
BACKGROUND
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Borrowers, Agent and Lenders are parties to a Loan and Security
Agreement dated as of April 2, 1998 (as amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement") pursuant to which
Agent and Lenders provide Borrowers with certain financial accommodations.
Borrowers have requested that Agent and Lenders amend certain
provisions of the Loan Agreement and Agent and Lenders are willing to do so on
the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. AMENDMENTS TO LOAN AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, Section 2.1(y)(iii) of the
Loan Agreement is hereby amended in its entirety to provide as follows:
"(iii) up to $3,000,000 for the period commencing on
November 2, 1999 and ending December 31, 1999;"
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3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
upon satisfaction of the following conditions precedent: Agent shall have
received (i) four (4) copies of this Amendment executed by each Borrower and
each Lender and consented to by Guarantor and (ii) such other certificates,
instruments, documents, agreements and opinions of counsel as may be required by
Agent, Lenders or their counsel, each of which shall be in form and substance
satisfactory to Agent, Lenders and their counsel.
4. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and
warrant as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrowers and are enforceable
against Borrowers in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, Borrowers hereby
reaffirm all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.
(d) Borrowers have no defense, counterclaim or offset with
respect to the Loan Agreement.
5. EFFECT ON THE LOAN AGREEMENT.
(a) Upon the effectiveness of this Amendment, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or any Lender, nor constitute a waiver of any provision of the Loan Agreement,
or any other documents, instruments or agreements executed and/or delivered
under or in connection therewith.
6. GOVERNING LAW. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.
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7. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
8. COUNTERPARTS. This Amendment may be executed by the parties hereto
in one or more counterparts, each of which shall be deemed an original and all
of which when taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
LET'S TALK CELLULAR & WIRELESS, INC.
By: /s/ Daniel Cammarata
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Name: Daniel Cammarata
Title: CFO
TELEPHONE WAREHOUSE, INC.
By: /s/ Daniel Cammarata
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Name: Daniel Cammarata
Title: CFO
NATIONAL CELLULAR INCORPORATED
By: /s/ Daniel Cammarata
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Name: Daniel Cammarata
Title: CFO
CELLULAR USA
By: /s/ Daniel Cammarata
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Name: Daniel Cammarata
Title: CFO
SOSEBEE ENTERPRISES, INC.
By: /s/ Daniel Cammarata
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Name: Daniel Cammarata
Title: CFO
(Signatures Continued On Following Page)
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THE CHASE MANHATTAN BANK, as Agent and
a Lender
By: /s/ Paula C. Cummings
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Name: Paula C. Cummings
Title: Vice President
Commitment Percentage: 25%
NATIONSBANK, N.A., Lender
By: /s/ Larry L. Ross
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Name: Larry L. Ross
Title: Senior Vice President
Commitment Percentage: 25%
IBJ WHITEHALL BANK & TRUST COMPANY,
Lender
By: /s/ Patricia G. McCormack
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Name: Patricia G. McCormack
Title: Director
Commitment Percentage: 25%
MERRILL LYNCH BUSINESS FINANCIAL
SERVICES, Lender
By: /s/ Hugh E. Johnson
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Name: Hugh E. Johnson
Title: Vice President
Commitment Percentage: 25%
Consented and Agreed to:
HIG CAPITAL LLC
By: /s/ Douglas Berman
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Name: Douglas Berman
Title: Managing Director
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