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EXHIBIT 10.3
TWEETER TRUST SUBORDINATION AGREEMENT
This SUBORDINATION AGREEMENT, dated as of July 20, 1998, is entered
into by and among Tweeter Home Entertainment Group Financing Company Trust
("Tweeter Trust" or the "Subordinated Lender"), BANK BOSTON, N.A. ("Bank
Boston"), NEW ENGLAND AUDIO CO., INC. ("New England Audio") and NEA Delaware,
Inc., ("NEA Delaware") (each of New England Audio and NEA Delaware is referred
to herein as individually, as a "Borrower" and collectively as the "Borrowers").
WHEREAS, the Borrowers, have entered into an Amended and Restated
Credit Agreement, dated as of July 20, 1998 (as amended, modified or
supplemented from time to time, the "Credit Agreement") with the Agent and the
other lenders parties thereto (the "Lenders"), and Tweeter Home Entertainment
Group ("Tweeter") and Tweeter Trust as guarantors, and pursuant to which the
Lenders have agreed to make Revolving Credit Advances (as defined in the Credit
Agreement) to the Borrowers, upon the terms and subject to the conditions
contained therein; and
WHEREAS, in connection with the granting of the credits under the
Credit Agreement, the Agent is requiring the Subordinated Lender to execute and
deliver this Subordination Agreement.
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Definitions.
(a) Unless otherwise defined herein, terms defined in the
Senior Credit Agreement and used herein shall have the meanings given to them in
the Senior Credit Agreement.
(b) The following terms shall have the following meanings:
"Agent": (a) Bank Boston, as agent under the Senior Credit
Agreement and (b) any other Person acting as agent or representative of
the holders of Senior Obligations and so designated by notice to the
holders of Subordinated Obligations from the holders of Senior
Obligations holding not less than 50% of the outstanding amount of the
Senior Obligations.
"Agreement": this Subordination Agreement, as the same may be
amended, modified or otherwise supplemented from time to time.
"Blockage Notice": a written notice from the Agent to a
Borrower that an Event of Default has occurred and is continuing.
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"Blockage Period": any period commencing on the date a
Blockage Notice is given and ending on the date when the Agent notifies
the Subordinated Lender in writing that the Event of Default that was
the basis for such notice has been cured or waived (which such notice
the Agent shall be obligated to provide promptly upon such cure or
waiver).
"Collateral": the collective reference to any and all property
from time to time subject to security interests to secure payment or
performance of the Senior Obligations.
"Insolvency Event": (a) A Borrower commencing any case,
proceeding or other action (i) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, conservatorship or relief of debtors, seeking to have
an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (ii)
seeking appointment of a receiver, trustee, custodian, conservator or
other similar official for it or for all or any substantial part of its
assets, or a Borrower making a general assignment for the benefit of
its creditors; or (b) there being commenced against a Borrower any
case, proceeding or other action of a nature referred to in clause (a)
above which (i) results in the entry of an order for relief or any such
adjudication or appointment or (ii) remains undismissed, undischarged
or unbonded for a period of 60 days; or (c) there being commenced
against a Borrower any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar
process against all or substantially all of its assets which results in
the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within 60 days
from the entry thereof; or (d) a Borrower indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause
(a), (b) or (c) above.
"Senior Credit Agreement:" the Amended and Restated Credit
Agreement dated as of July 20, 1998, among the Borrowers, Tweeter Home
Entertainment Group, Inc., the Agent, the Senior Lenders and the
Subordinated Lender, as such Credit Agreement may be amended, modified
or supplemented from time to time, and any renewals or replacements
thereof in a transaction with an institutional lender on terms
customary for a transaction of the type the Senior Loans comprise.
"Senior Lenders": the Lenders under the Senior Credit
Agreement and any subsequent holders from time to time of the Senior
Notes and the other Senior Obligations.
"Senior Loan Documents": the collective reference to the
Senior Credit Agreement, the Senior Notes, the Senior Security
Documents and all other documents that from time to time evidence the
Senior Obligations or secure or support payment or
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performance thereof, and any renewals or replacements thereof with an
institutional lender on terms customary for a transaction of the type
the Senior Loans comprise.
"Senior Loans": the loans made by the Senior Lenders to the
Borrowers pursuant to the Senior Credit Agreement.
"Senior Notes": the promissory notes of the Borrowers
outstanding from time to time under the Senior Credit Agreement, and
any renewals or replacements thereof evidencing a transaction with an
institutional lender on terms customary for a transaction of the type
the Senior Loans comprise.
"Senior Obligations": the collective reference to the unpaid
principal of and interest on the Senior Notes including, without
limitation, interest accruing at the then applicable rate provided in
the Senior Credit Agreement after the maturity of the Senior Loans and
interest accruing at the then applicable rate provided in the Senior
Credit Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding,
relating to a Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceedings, whether direct
or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in
connection with, the Senior Credit Agreement, the Senior Notes, this
Agreement, the other Senior Loan Documents or any other document made,
delivered or given in connection therewith, in each case whether on
account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Agent and any
Senior Lender that are required to be paid by the Borrowers pursuant to
the terms of the Senior Credit Agreement or this Agreement or any other
Senior Loan Document) and any renewals or replacements of part or all
of the foregoing obligations in a transaction with an institutional
lender on terms customary for a transaction of the type the Senior
Loans comprise.
"Senior Security Documents": the collective reference to all
documents and instruments, now existing or hereafter arising, which
create or purport to create a security interest in property to secure
payment or performance of the Senior Obligations, or any renewals or
replacements thereof in a transaction with an institutional lender on
terms customary for a transaction of the type the Senior Loans
comprise.
"Subordinated Loans": all loans made by the Subordinated
Lender to the Borrowers from time to time.
"Subordinated Notes": any promissory notes of the Borrowers
outstanding from time to time evidencing the Subordinated Loans.
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"Subordinated Obligations": the collective reference to the
unpaid principal of and interest on the Subordinated Notes and all
other obligations and liabilities of the Borrowers to the Subordinated
Lender under the Subordinated Loans including, without limitation,
interest accruing at the then applicable rate provided in the
Subordinated Loans whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may
arise under, out of, or in connection with, the Subordinated Loans, the
Subordinated Notes, this Agreement, or any other instrument, in each
case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise.
(c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section and
paragraph references are to this Agreement unless otherwise specified.
(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
2. Subordination.
(a) The Borrowers and the Subordinated Lender, for itself and
each future holder of the Subordinated Obligations, agree that the Subordinated
Obligations are expressly "subordinate and junior in right of payment" (as that
phrase is defined in paragraph 2(b)) to all Senior Obligations.
(b) "subordinate and junior in right of payments" means that:
(i) no part of the Subordinated Obligations shall
have any claim to the assets of a Borrower on a parity with or prior to
the claim of the Senior Obligations;
(ii) unless and until the Senior Obligations have
been paid in full and the Senior Lenders' commitments to make loans
under the Senior Credit Agreement have been terminated, without the
express prior written consent of the Senior Lenders, the Subordinated
Lender will not take, demand, or receive from a Borrower, and a
Borrower will not make, give or permit, directly or indirectly, by
set-off, redemption, purchase or in any other manner, any payment of or
security for the whole or any part of the Subordinated Obligations,
including, without limitation, any letter of credit or similar credit
support facility to support payment of the Subordinated Obligations;
notwithstanding the foregoing, at any time, except during a Blockage
Period, a Borrower may make, and the Subordinated Lender may receive,
payments on account of principal and interest on the Subordinated
Loans;
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(iii) unless and until the Senior Obligations have
been paid in full and the Senior Lenders' commitments to make loans
under the Senior Credit Agreement have been terminated, the
Subordinated Lender will not commence or participate in any suit or
action to enforce payment of any part or all of the Subordinated
Obligations;
(iv) none of the provisions of subsections 2(b)(iii)
or (iv) above or elsewhere in this Agreement shall in any way derogate
from or diminish the absolute subordination provided under items
2(b)(i) and (ii) above or under Section 3 below.
(c) Upon the termination of any Blockage Period, the
Subordinated Lender's rights to receive principal and interest payments as
provided in subsection 2(b)(ii) above shall be reinstated, and a Borrower may
resume making such payments to the Subordinated Lender to the extent provided in
such subsection 2(b)(ii).
(d) The Agent shall be entitled to deliver a separate Blockage
Notice with respect to any or all Events of Default and each such Blockage
Notice shall be effective as provided in this Agreement.
(e) A Blockage Period shall be effective without the delivery
of a Blockage Notice if (i) the events which would have been set forth in the
Blockage Notice have occurred and (ii) such Blockage Notice may not be given
because of the automatic stay under 11 U.S.C. 362 or any successor statute, or
the Subordinated Lender has actual notice of an Event of Default.
(f) The expressions "prior payment in full," "payment in
full," "paid in full" and any other similar terms or phrases when used herein
with respect to the Senior Obligations shall mean the payment in full, in
immediately available funds, of all of the Senior Obligations.
(g) The Subordinated Lender hereby represents and warrant that
as of the date hereof, the Borrowers have no obligations to the Subordinated
Lender.
3. Additional Provisions Concerning Subordination.
(a) The Subordinated Lender and the Borrowers agree that upon
the occurrence of any Insolvency Event:
(i) all Senior Obligations shall be paid in full
before any payment or distribution (other than a distribution of
securities which are subordinate to the payment of all Senior
Obligations then outstanding) is made with respect to the Subordinated
Obligations; and
(ii) any payment or distribution of assets of a
Borrower, whether in cash, property or securities (other than a
distribution of securities which are subordinate
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to the payment of all Senior Obligations then outstanding), to which
the Subordinated Lender would be entitled except for the provisions
hereof, shall be paid or delivered by such Borrower, or any receiver,
trustee in bankruptcy, liquidating trustee, disbursing agent or other
Person making such payment or distribution, directly to the Agent, to
the extent necessary to pay in full all Senior Obligations, before any
payment or distribution shall be made to the Subordinated Lender.
(b) The Subordinated Lender will not commence or join with any
other creditor or creditors of a Borrower in commencing any bankruptcy,
reorganization or insolvency proceedings against a Borrower. At any meeting of
creditors of a Borrower or in the event of any proceeding, voluntary or
involuntary, for the distribution, division or application of all or part of the
assets of a Borrower or the proceeds thereof, whether such proceeding be for the
liquidation, dissolution or winding up of a Borrower or its business, a
receivership, insolvency or bankruptcy proceeding, an assignment for the benefit
of creditors or a proceeding by or against a Borrower for relief under any
bankruptcy, reorganization or insolvency law or any law relating to the relief
of debtors, readjustment of indebtedness, reorganization, arrangement,
composition or extension or otherwise, if all Senior Obligations have not been
paid in full at the time, the Agent is hereby irrevocably authorized at any such
meeting or in any such proceeding:
(i) To enforce claims comprising Subordinated
Obligations either in its own name or the name or names the
Subordinated Lender, by proof of debt, proof of claim, suit or
otherwise;
(ii) To collect any assets of a Borrower distributed,
divided or applied by way of dividend or payment, or any such
securities issued, on account of Subordinated Obligations and apply the
same, or the proceeds of any realization upon the same that the Agent
in its discretion elects to effect, to Senior Obligations until all
Senior Obligations shall have been paid in full, rendering any surplus
to the Subordinated Lender, pro rata;
(iii) To vote claims comprising Subordinated
Obligations to accept or reject any plan of partial or complete
liquidation, reorganization, arrangement, composition, extension or
otherwise; and
(iv) To take generally any action in connection with
any such meeting or proceeding which the Subordinated Lender might
otherwise take.
(c) If any payment from a Borrower shall be collected or
received by the Subordinated Lender in respect of the Subordinated Obligations,
except payments permitted to be made at the time of payment as provided in this
Agreement, the Subordinated Lender forthwith shall deliver the same to the
Agent, in the form received, duly endorsed to the Agent, if required, to be
applied to the payment or prepayment of the Senior Obligations until the Senior
Obligations are paid in full. Until so delivered, such payment or distribution
shall
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be held in trust by the Subordinated Lender as the property of the Agent,
segregated from other funds and property held by the Subordinated Lender. Until
the Senior Obligations are paid in full, the Subordinated Lender shall not have
any right of subrogation, reimbursement, restitution, contribution or indemnity
whatsoever from any assets of a Borrower or any guarantor or provider of
collateral security for the Senior Obligations.
4. Legend. The Subordinated Lender shall cause a conspicuous
legend to be placed on each Subordinated Note to the following effect:
"This Note, and the indebtedness evidenced hereby, is
subordinate and junior in right of payment in the manner and to the
extent set forth in an agreement (the "Subordination Agreement") dated
as of July 20, 1998 originally made by the maker and payee of this Note
in favor of the Senior Lenders to all indebtedness at any time owed by
the maker of this Note to such Bank (or to its successor and assigns or
subsequent holder of "Senior Obligations" as defined in the
Subordination Agreement), and each holder of this Note, by its
acceptance hereof, shall be bound by the Subordination Agreement, and
this Note may be sold or otherwise transferred only in compliance with
the conditions specified in the Subordination Agreement."
5. Liens. The Subordinated Lender shall not have or claim any
security interest, lien, claim, right or other encumbrance in or on any property
of a Borrower on account of the Subordinated Obligations. The Subordinated
Lender hereby agrees, upon request of the Senior Lender at any time and from
time to time, to execute such other documents or instruments as may be requested
by the Agent further to evidence of public record or otherwise the senior
priority of the Senior Obligations as contemplated by this Agreement, and to
execute a subordination agreement on similar terms in favor of any successors or
assigns of the Agent or other lender extending credit to a Borrower in exchange
or replacement of the Senior Obligations.
6. Consent of Subordinated Lender.
(a) The Subordinated Lender consents that, without the
necessity of any reservation of rights and without notice to or further assent:
(i) any demand for payment of any Senior Obligations
made by the Agent or the Senior Lenders may be rescinded in whole or in
part by the Agent or the Senior Lenders, and any Senior Obligation may
be continued, and the Senior Obligations, or the liability of a
Borrower or any guarantor or any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, or any obligation or liability of a
Borrower or any other party under the Senior Credit Agreement or any
other agreement, may, from time to time, in whole or in part, be
renewed, extended, modified, accelerated, compromised, waived,
surrendered, or released by the Agent or the Senior Lenders; and
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(ii) the Senior Credit Agreement, the Senior Notes, any
other Senior Loan Document and the Senior Obligations may be amended,
modified, supplemented or terminated, in whole or in part, as the Agent
or the Senior Lenders may deem advisable from time to time, and any
collateral security at any time held by the Agent or the Senior Lenders
for the payment of any of the Senior Obligations may be sold,
exchanged, waived, surrendered or released,
in each case all without notice to or further assent by the Subordinated Lender,
which will remain bound under this Agreement, and all without impairing,
abridging, releasing or affecting the subordination provided for herein.
(b) The Subordinated Lender waives any and all notice of the
creation, renewal, extension or accrual of any of the Senior Obligations and
notice of or proof of reliance by the Agent or the Senior Lenders upon this
Agreement. The Senior Obligations, and any of them, shall be deemed conclusively
to have been created, contracted or incurred in reliance upon this Agreement,
and all dealings between a Borrower and the Agent or the Senior Lenders shall be
deemed to have been consummated in reliance upon this Agreement. The
Subordinated Lender acknowledges and agrees that the Agent and the Senior
Lenders have relied upon the subordination provided for herein in entering into
the Senior Credit Agreement and in making funds available to a Borrower
thereunder. The Subordinated Lender waives notice of or proof of reliance on
this Agreement and protest, demand for payment and notice of default.
7. Senior Obligations Unconditional. All rights and interests of
the Agent and the Senior Lenders hereunder, and all agreements and obligations
of the Subordinated Lender and the Borrowers hereunder, shall remain in full
force and effect irrespective of:
(a) any lack of validity or enforceability of any Senior
Security Documents or any other Senior Loan Documents;
(b) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Senior Obligations, or any
amendment or waiver or other modification, whether by course of conduct
or otherwise, of the terms of the Senior Credit Agreement or any other
Senior Security Document;
(c) any exchange, release or nonperfection of any security
interest in any Collateral, or any release, amendment, waiver or other
modification, whether in writing or by course of conduct or otherwise,
of all or any of the Senior Obligations or any guarantee thereof, or
(d) any other circumstances which otherwise might constitute a
defense available to, or a discharge of, a Borrower in respect of the
Senior Obligations, or of either any Subordinated Lender or a Borrower
in respect of this Agreement.
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8. Waiver of Claims. To the maximum extent permitted by law, the
Subordinated Lender waives any claim it might have against the Agent or the
Senior Lenders with respect to, or arising out of, any action or failure to act
or any error of judgment, negligence, or mistake or oversight whatsoever on the
part of the Agent or the Senior Lenders or their respective directors, officers,
employees or agents with respect to any exercise of rights or remedies under the
Senior Loan Documents or any transaction relating to the Collateral. Neither the
Agent or the Senior Lenders nor any of their directors, officers, employees or
agents shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of a Borrower or the
Subordinated Lender or any other Person or to take any other action whatsoever
with regard to the Collateral or any part thereof.
9. Extension of Senior Obligations. Notwithstanding the foregoing
provisions of this Agreement and any extension by the Agent or the Senior
Lenders of the final maturity date of the Senior Obligations, provided that at
the time no Event of Default under the Senior Loan Documents is continuing, the
Subordinated Lender may receive timely payment of all unpaid principal and
accrued interest on the Subordinated Obligations. In the event an Event of
Default does then exist, the subordination of the Subordinated Obligations under
Section 2(b)(i), (ii) and (iii) and Section 3 shall remain in effect and
unimpaired.
10. Provisions Applicable After Bankruptcy. The provisions of this
Agreement shall continue in full force and effect notwithstanding the occurrence
of and from and after any "Insolvency Event."
11. Further Assurances. The Subordinated Lender and the Borrowers,
at their own expense and at any time from time to time, upon the written request
of the Agent or the Senior Lenders will promptly and duly execute and deliver
such further instruments and documents and take such further actions as any
Senior Lender or any successor lender reasonably may request for the purposes of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted.
12. Provisions Define Relative Rights. This Agreement is intended
solely for the purpose of defining the relative rights of the Agent or the
Senior Lenders or any successor lenders on the one hand and the Subordinated
Lender and the Borrowers, and no other Person shall have any right, benefit or
other interest under this Agreement.
13. Powers Coupled With An Interest. All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are
irrevocable until the Senior Obligations are paid in full and the Senior
Lenders' commitments to make loans to the Borrowers are terminated.
14. Notices. All notices, requests and demands to or upon the
Agent or the Senior Lenders or the Borrowers or the Subordinated Lender to be
effective shall be in writing (or by fax or similar electronic transfer
confirmed in writing) and shall be deemed to have been duly
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given or made (i) when delivered by hand or (ii) if given by mail, when
deposited in the mails by certified mail, return receipt requested, or (iii) if
by fax or similar electronic transfer, when sent and receipt has been confirmed,
addressed as follows:
If to the Agent or the
Senior Lenders: Bank Boston, N.A., as Agent
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Director
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., P.C.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Subordinated
Lender or the
Borrowers: New England Audio Co., Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Goulston & Storrs
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. and ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Subordinated Lender, at its address or transmission number
for notices set forth under its signature below.
The Senior Lenders, the Borrowers and the Subordinated Lender may
change their addresses and transmission numbers for notices by notice in the
manner provided in this Section.
15. Counterparts. This Agreement may be executed by one or more of
the parties on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
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16. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
17. Integration. This Agreement represents the agreement of the
Borrowers, the Agent, the Senior Lenders and the Subordinated Lender with
respect to the subject matter hereof and there are no promises or
representations by the Borrower, the Agent, the Senior Lenders or the
Subordinated Lender relative to the subject matter hereof not reflected herein.
18. Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Agent, the Borrowers and the Subordinated Lender;
provided that any provision of this Agreement may be waived by the Agent or the
Senior Lenders in a letter or agreement executed by the Agent or the Senior
Lenders or by telex or facsimile transmission from the Agent or the Senior
Lenders.
(b) No failure to exercise, nor any delay in exercising, on
the part of the Agent or the Senior Lenders, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
(c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.
19. Section Headings. The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
20. Successors and Assigns. This Agreement shall be binding upon
the successors and assigns of the Borrowers and the Subordinated Lender and any
subsequent holders of the Subordinated Obligations and shall inure to the
benefit of the Agent, the Senior Lenders and their successors and assigns and
any future holder of any renewals or replacements of the Senior Obligations.
21. Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the Commonwealth of
Massachusetts without regard to conflicts of law principles.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
BANKBOSTON, N.A. as Agent
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Director
NEW ENGLAND AUDIO CO., INC.
By:
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Title:
NEA DELAWARE, INC.
By:
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Title:
TWEETER HOME ENTERTAINMENT
GROUP FINANCING COMPANY
TRUST
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Trustee:
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
BANKBOSTON, N.A. as Agent
By:
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Title:
NEW ENGLAND AUDIO CO., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
NEA DELAWARE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
TWEETER HOME ENTERTAINMENT
GROUP FINANCING COMPANY
TRUST
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Trustee:
12