Circuit City 2005 Annual Report Download - page 68

located in Buford, Georgia (the “Georgia Lease”) in order to continue the business transactions presently conducted in
the Suwanee Real Property. Borrowers have requested Lenders to (x) consent to the Suwanee Sale, notwithstanding the
provisions of Section 6.05 of the Credit Agreement, and (b) amend Section 6.16 of the Credit Agreement, to permit
GEC to enter into the Georgia Lease. Lenders are willing to consent to the Suwanee Sale and amend the Credit
Agreement on the terms and conditions hereafter set forth.
NOW , THEREFORE , in consideration of any Loans or grant of credit heretofore or hereafter made to or for
the account of Borrowers by 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 Credit Agreement.
2. Amendments to Credit Agreement . Subject to satisfaction of the conditions precedent set forth in
Section 5 below, the Credit Agreement is hereby amended as follows:
3. Waiver . Subject to satisfaction of the conditions precedent set forth in Section 5 below, Administrative
Agents and Lenders hereby waive the Financial Statements Default. Such waiver is limited precisely to the Financial
Statements Default and shall not be deemed a waiver to or modification of any other Default, Event of Default or other
provision of the Credit Agreement. Borrowers hereby agree that the failure of US Administrative Agent to receive the
Overdue Monthly Financial Statements on or prior to December 31, 2005 shall constitute a new Event of Default and
nothing contained herein shall constitute any agreement or inference that such a subsequent Event of Default would be
waived or such date extended.
4. Consent . Subject to satisfaction of each and all of the conditions set forth in Section 5 below,
Administrative Agents and Lenders hereby consent to the Suwanee Sale.
5. Conditions of Effectiveness . This Amendment No. 1, Waiver and Consent shall become effective as of
the date upon which Agent shall have received six (6) copies of this Amendment No. 1, Waiver and Consent executed
by Borrowers, Required Lenders and each Guarantor. Notwithstanding such effectiveness, the Amendments set forth in
Section 2 hereof, and the Consent set forth in Section 4 hereof, shall not become effective until the date upon which all
of the following further conditions have been satisfied:
(a) US Administrative Agent shall have received a true and complete copy of the agreement providing
for the Suwanee Sale, which shall be in form and substance satisfactory to US Administrative Agent in its reasonable
discretion;
(b) US Administrative Agent shall have received a true and complete copy of (i) the Georgia Lease and
(ii) a Landlord’s Consent and Waiver in favor of US Administrative Agent executed by the lessor of the Georgia
Leasehold Property, each of which shall be in form and substance satisfactory to US Administrative Agent in its
reasonable discretion;
(a) New definitions for the terms “Georgia Lease” and “Georgia Leasehold Property” are hereby
inserted into Section 1.01 of the Credit Agreement where each would appear in correct alphabetical order:
“ Georgia Lease ” means the lease dated as of December __, 2005, pursuant to which GEC
leases the Georgia Leasehold Property for a term commencing on or about May 1, 2006.
“ Georgia Leasehold Property ” means that certain Real Property, leased by GEC, which is
located at 2505 Mill Center Parkway, Suite 100, Buford, Georgia.
(b) Section 6.16 of the Credit Agreement is hereby amended by (a) deleting the word “and”
appearing at the end of clause “(ii)", (b) changing the period appearing at the end of clause “(iii)” to “; and”
and (c) inserting a new clause
“
(
iv)
”
as follows:
(iv) the Georgia Lease.