Circuit City 2011 Annual Report Download - page 103

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3. Amendment to the Security Agreement
. Subject to satisfaction of the conditions precedent set forth in Section 8 below, the Security
Agreement is hereby amended as follows:
(a) The definition of “Grantor” and “Grantors”
set forth in the Security Agreement are hereby amended to include each New
Subsidiary.
(b) Section 4.14 of the Security Agreement is hereby amended in its entirety to provide as follows:
“ Control Agreements . Each Grantor will provide to the US Administrative Agent promptly upon the US Administrative Agent’
s
request, a Deposit Account Control Agreement (a “DACA”)
duly executed on behalf of each financial institution holding a deposit
account of such Grantor as set forth in this Security Agreement, provided that (i) no DACA shall be required with respect to
deposit accounts for retail store locations in which sums on deposit therein (or in the aggregate with respect to all deposit accounts
for any such store) do not exceed $250,000 at any time for such store, (ii) no DACA shall be required with respect to payroll or
other disbursement type deposit accounts maintained by the Grantors in the ordinary course of business consistent with past
practices and as intended to constitute “zero balance”
accounts, and (iii) the US Administrative Agent may, in its discretion, defer
delivery of any such DACA.”
(a) Exhibit B of the Security Agreement is hereby replaced with Exhibit B attached hereto.
(b) Exhibit G of the Security Agreement is hereby replaced with Exhibit G-
I attached hereto which shall become Exhibit G to the
Security Agreement.
4. Consent to Reorganization and Waiver .
Subject to satisfaction of the conditions precedent set forth in Section 8 below,
notwithstanding anything to the contrary contained in the Credit Agreement, Administrative Agent and Lenders hereby (a) consent (to the extent
necessary) to the transfers of ownership, mergers and dissolutions of the Loan Parties and their Subsidiaries as set forth on Schedule I (the
“Reorganization”),
whether consummated prior to, on or after the Amendment No. 1 Effective Date and regardless of whether any Default is
continuing at the time of consummation and (b) waive any Event of Default which may have occurred and any rights to an increase in interest under
Section 2.13(e) of the Credit Agreement as a result of the Reorganization. Borrowing Representative shall promptly notify US Administrative Agent
of the completion of the Reorganization.
5. Landlord Waiver
. US Borrowers shall deliver to US Administrative Agent, on or before January 15, 2012, a Landlord Waiver with
respect to the Georgia Lease which is satisfactory in form and substance to US Administrative Agent.
6. Equity Certificates; Instruments .
(a) As soon as practicable but in any event not later than ten (10) Business Days following the date on which Misco UK Limited has
received the share certificate of Misco UK Limited currently registered in the name of, and held by, the UK Administrative Agent (or such later date as
the US Administrative Agent shall agree to in its sole discretion), SYX shall deliver to US Administrative Agent an original stock certificate issued to
SYX together with an original stock power executed in blank, with respect to the Equity Interests of Misco UK Limited which are pledged to US
Administrative Agent pursuant to the Security Agreement.
8