EX-10.19 AMENDMENT TO CREDIT AGREEMENT

EX-10.19 4 b48623teexv10w19.txt EX-10.19 AMENDMENT TO CREDIT AGREEMENT Exhibit 10.19 THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement is made as of this 30th day of August, 2003 by and among NEW ENGLAND AUDIO CO., INC., a Massachusetts corporation, having its principal place of business at 40 Pequot Way, Canton, Massachusetts 02021, as Lead Borrower for the Borrowers, being said NEW ENGLAND AUDIO CO., INC., and SOUND ADVICE OF ARIZONA INC., a Florida corporation, having a mailing address at 40 Pequot Way, Canton, Massachusetts 02021, and NEA DELAWARE, INC., a Delaware corporation, having a mailing address at 40 Pequot Way, Canton, Massachusetts 02021, and THEG USA, L.P., a Delaware limited partnership, having a mailing address at 40 Pequot Way, Canton, Massachusetts 02021, and HILLCREST HIGH FIDELITY, INC., a Texas corporation, having a mailing address at 40 Pequot Way, Canton, Massachusetts 02021, and SOUND ADVICE, INC., a Florida corporation, having a mailing address at 40 Pequot Way, Canton, Massachusetts 02021, and the LENDERS party hereto; and FLEET NATIONAL BANK, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, as Issuing Bank; and FLEET NATIONAL BANK, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, as Administrative Agent for the Lenders, and FLEET NATIONAL BANK, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, and FLEET RETAIL FINANCE INC., a Delaware corporation, having its principal place of business at 40 Broad Street, Boston, Massachusetts 02109, as Collateral Agents for the Lenders in consideration of the mutual covenants herein contained and benefits to be derived herefrom. WITNESSETH A. Reference is made to the Credit Agreement (as amended and in effect, the "Credit Agreement") dated as of April 16, 2003 by and among the Lead Borrower, the Borrowers, the Lenders, the Issuing Bank, the Administrative Agent and the Collateral Agents. B. The parties to the Credit Agreement desire to modify and amend certain provisions of the Credit Agreement, as provided herein. Accordingly, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 2. Amendment to Section 2.02 of the Credit Agreement. The provisions of Section 2.02 of the Credit Agreement are hereby amended as follows: a) Section 2.02(a)(iv) of the Credit Agreement is hereby amended by deleting the words "Five Million Dollars ($5,000,000.00)" and substituting the words "Eleven Million Dollars ($11,000,000)" in its stead. b) Section 2.02(b) of the Credit Agreement is hereby amended by deleting the word "initial" in the second proviso thereto. c) Section 2.02(c) of the Credit Agreement is hereby deleted in its entirety. 3. Amendment to Section 6.11 of the Credit Agreement. The provisions of Section 6.11 of the Credit Agreement are hereby deleted in their entirety. 4. Amendment Fee. In consideration of the Lenders' entering into this Third Amendment, the Borrowers shall pay the Administrative Agent for the pro rata accounts of the Lenders, an amendment fee in an amount equal to $137,500.00. The amendment fee shall be paid upon the execution hereof, shall not be subject to refund or rebate, and shall be retained as a fee and not applied in reduction of the principal, interest or other amounts due in connection with the Loan Documents. 5. Miscellaneous. a. This Third Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. b. This Third Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. c. Any determination that any provision of this Third Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not effect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Third Amendment. d. The Borrowers shall pay on demand all costs and expenses of the Agents, including, without limitation, reasonable attorneys' fees in connection with the preparation, negotiation, execution and delivery of this Third Amendment. e. The Borrowers warrant and represent that the Borrowers have consulted with independent legal counsel of the Borrowers' selection in connection with this Third Amendment and are not relying on any representations or warranties of the Agents, the Lenders or their counsel in entering into this Third Amendment. [SIGNATURE PAGES FOLLOWS] IN WITNESS WHEREOF, the parties have duly executed this Third Amendment as of the day and year first above written. NEW ENGLAND AUDIO CO., INC., as Lead Borrower and Borrower By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer SOUND ADVICE OF ARIZONA INC., as Borrower By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer NEA DELAWARE, INC., as Borrower By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer THEG USA, L.P., as Borrower By: New England Audio Co., Inc., its General Partner By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer HILLCREST HIGH FIDELITY, INC., as Borrower By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer SOUND ADVICE, INC., as Borrower By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer TWEETER HOME ENTERTAINMENT GROUP FINANCING COMPANY TRUST, as Facility Guarantor By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer TWEETER HOME ENTERTAINMENT GROUP, INC., as Facility Guarantor By: /s/ Joseph McGuire ------------------------------------- Name: Joseph McGuire Title: Vice President and Chief Financial Officer FLEET RETAIL FINANCE INC., As Collateral Agent, as Swingline Lender and as Lender By: /s/ Sally A. Sheehan --------------------------- Name: Sally A. Sheehan Title: Managing Director FLEET NATIONAL BANK, as Administrative Agent, as Collateral Agent and as Issuing Bank By: /s/ Sally A. Sheehan --------------------------- Name: Sally A. Sheehan Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: --------------------------- Name: Stephen M. Metivier Title: Duly Authorized Signatory NATIONAL CITY COMMERCIAL FINANCE, INC., as Lender By: --------------------------- Name: ------------------------- Title: ------------------------ FLEET RETAIL FINANCE INC., As Collateral Agent, as Swingline Lender and as Lender By: --------------------------- Name: Sally A. Sheehan Title: Managing Director FLEET NATIONAL BANK, as Administrative Agent, as Collateral Agent and as Issuing Bank By: --------------------------- Name: Sally A. Sheehan Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: /s/ Stephen M. Metivier --------------------------- Name: Stephen M. Metivier Title: Duly Authorized Signatory NATIONAL CITY COMMERCIAL FINANCE, INC., as Lender By: --------------------------- Name: ------------------------- Title: ------------------------ FLEET RETAIL FINANCE INC., As Collateral Agent, as Swingline Lender and as Lender By: --------------------------- Name: Sally A. Sheehan Title: Managing Director FLEET NATIONAL BANK, as Administrative Agent, as Collateral Agent and as Issuing Bank By: --------------------------- Name: Sally A. Sheehan Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: --------------------------- Name: Stephen M. Metivier Title: Duly Authorized Signatory NATIONAL CITY COMMERCIAL FINANCE, INC., as Lender By: /s/ William E. Welsh, Jr. --------------------------- Name: William E. Welsh, Jr. ------------------------- Title: Officer ------------------------ CONGRESS FINANCIAL CORPORATION (CENTRAL), as Lender By: /s/ Laura P. Wheeland ----------------------------- Name: Laura Wheeland --------------------------- Title: Vice President -------------------------- WELLS FARGO FOOTHILL, INC. (f/k/a Foothill Capital Corporation), as Lender By: ----------------------------- Name: --------------------------- Title: -------------------------- CONGRESS FINANCIAL CORPORATION (CENTRAL), as Lender By: ----------------------------- Name: --------------------------- Title: -------------------------- WELLS FARGO FOOTHILL, INC. (f/k/a Foothill Capital Corporation), as Lender By: /s/ Claudia Hughes ----------------------------- Name: Claudia Hughes --------------------------- Title: Assistant VP --------------------------