FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of January 22, 2010 by and between JRAS, LLC, a Georgia limited liability company (“Borrower”), PERIMETER INVESTMENT SOLUTIONS, LLC (“Perimeter”), JJG, LLC (“JJG”), SOUTHERN CRESCENT FINANCE, LLC (“Southern”), JRAS OF SOUTH CAROLINA, LLC (“JRAS South Carolina”), JRAS OF TENNESSEE, LLC (“JRAS Tennessee”), JRAS OF FLORIDA, LLC (“JRAS Florida”), JRAS OF ALABAMA, LLC (“JRAS Alabama”) and JAMES SCHRULL (“Schrull”, and together with Perimeter, JJG, Southern, JRAS South Carolina, JRAS Tennessee, JRAS Florida and JRAS Alabama, the “Guarantors”) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“CapitalSource”), as agent for CAPITALSOURCE BANK, a California industrial bank (the “Lender”).
W I T N E S S E T H:
WHEREAS, Borrower, Guarantors and CapitalSource entered into that certain Amended and Restated Loan and Security Agreement dated as of November 19, 2007 (as heretofore amended, the “Original Loan Agreement”), for the purposes and consideration therein expressed, pursuant to which CapitalSource agreed to make loans to Borrower as therein provided;
WHEREAS, Borrower, Guarantors and CapitalSource, as agent for the Lender, desire to amend the Original Loan Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Loan Agreement, in consideration of the loans which may hereafter be made by Lender to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE 1
Definitions and References
Section 1.1 Terms Defined in the Original Loan Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Loan Agreement shall have the same meanings whenever used in this Amendment.
Section 1.2 Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.
“Amendment” means this Fourth Amendment to Loan and Security Agreement.
“Amendment Documents” means, collectively, this Amendment and any other document, instrument or agreement required to be delivered pursuant to Article III hereof.
“Loan Agreement” means the Original Loan Agreement, as amended hereby.
ARTICLE 2
Amendments to Original Loan Agreement
Section 2.1 Definitions.
(a) The definition of “Applicable Margin” in Section 1 of the Original Loan Agreement is hereby amended in its entirety to read as follows:
“APPLICABLE MARGIN. The term ‘Applicable Margin’ shall mean (a) with respect to a Prime Rate Loan, four percent (4.00%), and (b) with respect to a LIBOR Loan, seven percent (7.00%); provided, however, the “Applicable Margin” for the Prime Rate Loan after a Prime Rate Conversion shall be an amount needed for the initial interest rate to accrue on the Prime Rate Loan after the Prime Rate Conversion to be equal to the interest rate accruing on the LIBOR Loan on the effective date of the Prime Rate Conversion, as determined from time to time by Lender in its sole discretion.”
(b) The definition of “Collateral Recovery Rate” in Section 1 of the Original Loan Agreement is hereby amended in its entirety to read as follows:
“COLLATERAL RECOVERY RATE. The term “Collateral Recovery Rate’ shall mean, as of the date of determination, (a) the sum of that portion of all payments received during the preceding 12 months, in respect of principal and interest on all Consumer Loans, whether active (non-charged off) or previously charged off, divided by (b) the sum of the principal and interest chargeoffs and rebated finance charges for liquidations on all Consumer Loans during the preceding 12-month period.”
(c) The definition of “Collection Percentage” in Section 1 of the Original Loan Agreement is hereby amended in its entirety to read as follows:
“COLLECTION PERCENTAGE. The term ‘Collection Percentage’ shall mean as of the date of determination, (a) the total of cash collections of principal and interest on Receivables during the immediately preceding six (6) months (excluding any insurance proceeds related thereto), divided by (b) the aggregate principal balance of all Receivables on the first day of such month.”
(d) The definition of “LIBOR Rate” in Section 1 of the Original Loan Agreement is hereby amended in its entirety to read as follows:
“LIBOR RATE. The term “LIBOR Rate” shall mean a rate per annum rounded upwards, if necessary, to the nearest 1/1000 of 1% (5 decimal places). The LIBOR Rate is equal to the rate of interest which is identified and normally published by Bloomberg Professional Service page USD-LIBOR-BBA (BBAM) as the offered rate for loans in United States dollars for a one (1) month period. The rate is set by the British Bankers Association as of 11:00 a.m. (London time) as adjusted on a daily basis and effective on the second full Business Day after each such day (unless such date is not a Business Day, in which event the next succeeding Business Day will be used). If Bloomberg Professional Service (or another nationally-recognized rate reporting source acceptable to Lender) no longer reports the LIBOR or Lender determines in good faith that the rate so reported no longer accurately reflects the rate available to Lender in the London Interbank Market or if such index no longer exists or if page USD-LIBOR-BBA (BBAM) no longer exists or accurately reflects the rate available to Lender in the London Interbank Market, Lender may select a replacement index or replacement page, as the case may be.”
Section 2.2 Schedule A. Schedule A to the Original Loan Agreement is hereby restated in its entirety to read as set forth in Schedule A attached to this Agreement.
ARTICLE 3
Conditions of Effectiveness
Section 3.1 Effective Date. This Amendment shall be effective as of January 4, 2010 when and only when Lender shall have received, at Lender’s office,
(a) a duly executed counterpart of this Amendment, and
(b) each other document to be executed and delivered by Borrower and/or each Guarantor pursuant hereto or thereto.
ARTICLE 4
Representations and Warranties
Section 4.1 Representations and Warranties. In order to induce Lender to enter into this Amendment, Borrower and each Guarantor represents and warrants to Lender that:
(a) The representations and warranties contained in the Original Loan Agreement are true and correct at and as of the time of the effectiveness hereof, except to the extent that such representations and warranties expressly relate to (i) a specific date, in which case they shall have been accurate in all material respects as of such specified date, or (ii) an existing Default or Event of Default for which the Lender has provided written notice thereof to the Borrower and each Guarantor pursuant to (A) the Reservation of Rights letter dated as of December 2, 2009, or (B) Section 5.2 hereof;
(b) Each Related Party is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized
to perform its obligations under the Loan Documents. Each Related Party has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of such Related Party hereunder and thereunder;
(c) The execution and delivery by each Related Party of this Amendment and the other Amendment Documents, the performance by such Related Party of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the organizational and governing documents of such Related Party, or of any material agreement, judgment, license, order or permit applicable to or binding upon such Related Party, or result in the creation of any lien, charge or encumbrance upon any assets or properties of such Related Party. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by any Related Party of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; and
(d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower and each Guarantor which is a party thereto, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors’ rights generally and by principles of equity applying to creditors’ rights generally.
ARTICLE 5
Miscellaneous
Section 5.1 Ratification of Agreement. The Original Loan Agreement as hereby amended is hereby ratified and confirmed in all respects. Any reference to the Loan Agreement in any Loan Document shall be deemed to refer to this Amendment also. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under the Loan Agreement or any other Loan Document nor constitute a waiver of any provision of the Loan Agreement or any other Loan Document.
Section 5.2 Notification of Defaults; Reservation of Rights.
(a) By their signatures below, the Borrower and each Guarantor hereby acknowledge that this Amendment constitutes notice of the following Events of Default under the Loan Agreement:
| (i) | Borrower has failed to maintain a Debt Service Coverage Ratio of less than 1.25 to 1.00 for the months ending November 30, 2009 and December 31, 2009, as required pursuant to Section 6.2(m) of the Loan Agreement and Section 6.2.D of Schedule A to the Loan |
Agreement and such failure constitutes an Event of Default under Section 7.1(b) of the Loan Agreement;
| (ii) | Borrower has failed to maintain a Minimum Tangible Net Worth of at least $40,000,000 for the months ending November 30, 2009 and December 31, 2009, as required pursuant to Section 6.2(k) of the Loan Agreement and Section 6.2.B of Schedule A to the Loan Agreement and such failure constitutes an Event of Default under Section 7.1(b) of the Loan Agreement; |
| (iii) | Borrower has failed to comply with the portfolio requirements for the months ending November 30, 2009 and December 31, 2009, as required pursuant to Section 6.1(l) of the Loan Agreement and Section 6.1.I of Schedule A to the Loan Agreement and such failure constitutes an Event of Default under Section 7.1(b) of the Loan Agreement; |
(b) Although Lender has decided at this time not to exercise or enforce any right or remedy available to it under the Loan Agreement, Borrower and Guarantors are further notified that Lender has all rights and remedies detailed in the Loan Agreement (including the right to charge interest on the outstanding Indebtedness owing under the Loan Documents at the Default Rate of interest set forth in the Loan Agreement), each guaranty and in any other Loan Documents which arise upon the occurrence of an Event of Default and Lender expressly reserves the right, to exercise any or all other rights and remedies at any time upon one (1) Business Day advance notice to Borrower and Guarantors of Lender’s right to exercise such rights and remedies.
(c) Lender hereby reserves all of its respective rights, privileges and remedies under the Loan Agreement, any Loan Document or other contract or instrument executed by Borrower or any Guarantor for the benefit of the Lender, and all of the terms, provisions and conditions of the Loan Agreement, any Loan Document and any such contracts or instruments shall remain and continue in full force and effect. The failure of Lender to exercise all or any of its rights or remedies at any time shall not constitute a waiver of any other right or remedy, nor shall this Section 5.2 constitute a waiver of any other Default, Event of Default or pending Event of Default not addressed herein.
Section 5.3 Survival of Agreements. All representations, warranties, covenants and agreements of Borrower and each Guarantor herein shall survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Indebtedness is paid in full. All statements and agreements contained in any certificate or instrument delivered by Borrower or any Guarantor hereunder or under the Loan Agreement to Lender shall be deemed to constitute representations and warranties by, or agreements and covenants of, such party under this Amendment and under the Loan Agreement.
Section 5.4 Guarantor Ratification. Each Guarantor hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms
the respective Guaranty dated as of November 19, 2007, made by the respective Guarantor for the benefit of Lender pursuant to the Loan Agreement, (iii) ratifies and confirms all other Loan Documents, (iv) agrees that all of Guarantor’s respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, (v) all references in the Guaranty to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended by this Amendment, and (vi) agrees that such Guaranty and such other Loan Documents shall remain in full force and effect.
Section 5.5 Loan Documents. This Amendment and the other Amendment Documents are each a Loan Document, and all provisions in the Loan Agreement pertaining to Loan Documents apply hereto and thereto.
Section 5.6 Governing Law. This Amendment shall be construed in accordance with the substantive laws of the State of Maryland (without regard to conflict of law principles) and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such laws.
Section 5.7 Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be duly executed by facsimile or other electronic transmission.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.
BORROWER:
JRAS, LLC
By: /s/ James Schrull
Name: James Schrull
Title: Managing Director
By: /s/ Jeff Howard
Name: Jeff Howard
Title: Manager
GUARANTOR:
By: /s/ James Schrull
Name: James Schrull
PERIMETER INVESTMENT SOLUTIONS, LLC
By: /s/ Mark Long
Name: Mark Long
Title: Secretary
JJG, LLC
By: /s/ James Schrull
Name: James Schrull
Title: President
By: /s/ Jeff Howard
Name: Jeff Howard
Title: Manager
JRAS OF SOUTH CAROLINA, LLC JRAS, LLC
By: /s/ James Schrull
Name: James Schrull
Title: President
By: /s/ Jeff Howard
Name: Jeff Howard
Title: Manager
JRAS OF TENNESSEE, LLC
By: /s/ James Schrull
Name: James Schrull
Title: President
By: /s/ Jeff Howard
Name: Jeff Howard
Title: Manager
JRAS OF FLORIDA, LLC
By: /s/ James Schrull
Name: James Schrull
Title: President
By: /s/ Jeff Howard
Name: Jeff Howard
Title: Manager
JRAS OF ALABAMA, LLC
By: /s/ James Schrull
Name: James Schrull
Title: President
By: /s/ Jeff Howard
Name: Jeff Howard
Title: Manager
SOUTHERN CRESCENT FINANCE, LLC
By: /s/ James Schrull
Name: James Schrull
Title: President
By: /s/ Jeff Howard
Name: Jeff Howard
CAPITALSOURCE FINANCE, LLC, as agent
By: /s/ Sue J. Choi
Name: Sue J. Choi
Title: Senior Counsel
SCHEDULE A TO
LOAN AND SECURITY AGREEMENT
Reference is made to that certain Amended and Restated Loan and Security Agreement (as amended, supplemented or otherwise modified, the “Loan Agreement”), dated November 19, 2007, by and between CapitalSource Bank, as Lender, JRAS, LLC, as Borrower, and James Schrull, Perimeter Investment Solutions, LLC, JJG, LLC, Southern Crescent Finance, LLC, JRAS of South Carolina, LLC, JRAS of Tennessee, LLC, JRAS of Florida, LLC, and JRAS of Alabama, LLC, each as a guarantor. All references to Section numbers herein refer to Sections in the Loan Agreement. Terms used and not otherwise defined herein shall have the meaning given to such terms in the Loan Agreement.
1.A. Additional Eligibility Requirements (SECTION 1)
| | 1. | The original term of the Consumer Loan Documents underlying such Receivable does not exceed forty two (42) months, unless otherwise approved in writing by Lender; provided, however, that up to 5% of the aggregate outstanding Eligible Receivables may have an original term exceeding forty two (42) months, so long as the original term of any such Receivable exceeding such threshold does not exceed forty eight (48) months. |
| | 2. | The maximum original principal balance of such Receivable must not exceed twelve thousand five hundred dollars ($12,500); provided, however, that up to 10% of the aggregate outstanding Eligible Receivables may have a maximum original principal balance greater than $12,500, so long as the maximum original principal balance of any such Receivable exceeding such threshold does not exceed thirteen thousand dollars ($13,000). |
| | 3. | There are at least thirty (30) days remaining until the maturity date of the Consumer Loan Documents underlying such Receivable. |
| | 4. | The transaction giving rise to the Consumer Loan was consummated in an Approved State. |
| | 5. | Such Receivable is not sixty-one (61) days or more contractually past the due date set forth in the underlying Consumer Loan Documents. |
| | 6. | The minimum interest rate on the Consumer Loan Documents underlying such Receivable is at least twenty percent (20%) per annum payable monthly. |
| | 7. | The underlying automobile securing such Receivable shall not have been more than eight (8) model years old at the time of sale by a Related Party; provided, however, that up to 10% of the aggregate outstanding Eligible Receivables may be secured by an underlying automobile that was more than eight (8) model years old at the time of sale by a Related Party so long as the underlying automobile securing any such Receivable exceeding such threshold is not more than nine (9) model years old at the time of sale by a Related Party. |
| | 8. | Such Receivable has been reported to the Lender in compliance with the following Aging Procedures: |
| | (a) | No payment missed or due | = | Current |
(b) 1 to 30 days past due = “30 day Account”
(c) 31 to 60 days past due = “60 day Account”
(d) 61 to 90 days past due = “90 day Account”
(e) 91 or more days past due = “90 + day Account”
| | 9. | The mileage on the underlying automobile securing such Receivable shall not be more than one hundred twenty thousand (120,000) miles at the time of sale by a Related Party; provided, however, that up to 10% of the aggregate outstanding Eligible Receivables maybe secured by an underlying automobile with mileage in excess of one hundred twenty thousand (120,000) miles at the time of sale by a Related Party, so long as the mileage on the underlying automobile securing any such Receivable exceeding such threshold does not exceed one hundred thirty thousand (130,000) miles at the time of sale by a Related Party. |
| | 10. | Payment on such Receivable shall not have been (nor shall it be) extended by Borrower or any Corporate Guarantor more than two (2) times in any year. |
| | 11. | With respect to any Receivable originated subsequent to April 18,2008, (i) a down payment in cash was made on the date of sale of the automobile securing such Receivable in an amount not less than five percent (5%) of the total sales price of such automobile, and (ii) any down payments in excess of 5% which are deferred, must be paid in full prior to the due date of the first scheduled payment on such Receivable. |
| | 12. | With respect to any Receivable originated subsequent to April 18,2008, the first scheduled payment on such Receivable shall be paid in full no later than forty-five (45) days from the date such Receivable was originated. |
1.B. Guarantors (SECTION 1).
Jim Schrull
Perimeter
JRAS of South Carolina, LLC
JRAS of Tennessee, LLC
JRAS of Florida, LLC
JRAS of Alabama, LLC
JJG, LLC
Southern Crescent Finance, LLC
1.D. Subordinated Creditors (SECTION 1).
CompuCredit Corporation
Valued Services Acquisition Company, LLC
2.1. Limits on Advances (SECTION 2.1).
Borrower may request advances hereunder no more than two (2) times each calendar week.
2.1.A. Maximum Amount of Revolving Credit Line (SECTION 2.1).
Thirty Million Dollars ($30,000,000); provided that Lender may elect, in its sole discretion, to increase the Maximum Amount of Revolving Credit Line in increments of $5,000,000 so long as Borrower has paid any Additional Commitment Fee associated therewith.
2.1.B. Availability on Eligible Receivables (SECTION 2.1).
The “Availability on Eligible Receivables” shall be an amount equal to the lesser of(i) 5 0.00% of the outstanding principal balance of all Eligible Receivables, and (ii) 3 5.00% of the outstanding balance (principal and interest) of all Eligible Receivables.
2.2. Stated Interest Rate (SECTION 2.2).
The term “Stated Interest Rate” shall mean the greater of(i) (a) with respect to a Prime Rate Loan, the sum of the Applicable Margin for the subject Loan plus the Prime Rate, and (b) with respect to a LIBOR Loan, the sum of the Applicable Margin for the subject Loan plus the LIBOR Rate, and (ii) 10.50%.
2.3. Maturity Date (SECTION 2.3(c)).
The term of this Agreement shall expire on June 4, 2010; provided that the Maturity Date may be extended for successive one year terms at Lender’s sole discretion.
2.6. Liquidated Damages (SECTION 2.6).
The amount of “Liquidated Damages” shall be as follows:
if Borrower pays the balance of the Indebtedness in full, and Borrower terminates financing under this Agreement and requests Lender to terminate Lender’s security interest in the Collateral after August 4,2009 and prior to January 4,2010, the amount of “Liquidated Damages” shall be an amount equal to two percent (2.0%) of the Maximum Amount of Revolving Credit Line.
2.11. Unused Line Fee (SECTION 2.11).
The “Unused Line Fee” shall accrue from the date hereof until the Maturity Date at a rate equal to 0.50% per annum (calculated on the basis of a year of 360 days for the actual number of days elapsed) of the Unused Portion (hereinafter defined). The Unused Line Fee shall be due and payable monthly in arrears beginning on the first Business Day of the calendar month immediately following the date hereof and on the first Business Day of each month thereafter.
4.1. Commitment Fee (SECTION 4.1(h)).
A “Commitment Fee” in the amount of fifty thousand dollars ($50,000) was paid by Borrower to Lender upon execution of the Agreement. Additionally, upon the increase, if any, of the Maximum Amount of Revolving Credit Line, an additional commitment fee shall be due and payable by Borrower to Lender and earned by Lender on the date of such increase in an amount equal to one percent (1.00%) multiplied by the amount of such increase (each an “Additional Commitment Fee”).
5.1.A. Borrower’s Tradenames (whether one or more) (SECTION 5.1.(b)).
Just Right Auto Finance
Just Right Auto Sales
Horton Automotive
5.1.B. Business Locations of Borrower (SECTIONS 3.7, 5.1.(n)and 6.2(h)).
1998 Iris Drive SW
Conyers, GA 30094
208 South Broad St.
Monroe, GA 30655
5465 Peachtree Industrial Blvd.
Chamblee, GA 30341
2630 Memorial Dr.
Waycross, GA 31503
5.1.C. Material Litigation (SECTION 5.1(w))
None.
5.1.D. INTELLECTUAL PROPERTY (SECTION 5.1(x))
None.
5.1.E. Borrower Information (SECTION 5.1.(y)).
| | | | | |
| JRAS, LLC | Georgia | 61-1 529623 | 1998 Iris Drive SW Conyers, GA 30094 | N/A | 07008279 |
| JJG, LLC d/b/a Just Right Auto Sales | Georgia | 20-3761853 | 1998 Iris Drive SW Conyers, GA 30094 | N/A | 0559900 |
| | | | | | |
| Southern Crescent Finance | Georgia | 20-839 1723 | 1998 Iris Drive SW Conyers, GA 30094 | N/A | 07008285 |
| JRAS of South Carolina, LLC | Georgia | 39-2055272 | 1998 Iris Drive SW Conyers, GA 30094 | N/A | 07037109 |
| | | | | | |
| JRAS of Tennessee, LLC | Georgia | 39-2055275 | 1998 Iris Drive SW Conyers, GA 30094 | N/A | 07037106 |
| JRAS of Florida, LLC | Georgia | 39-2055274 | 1998 Iris Drive SW Conyers, GA 30094 | N/A | 07032780 |
| JRAS of Alabama, LLC | Georgia | 39-205527 1 | 1998 Iris Drive SW Conyers, GA 30094 | N/A | 07037107 |
6.1(h). Approved States (Section 6.1(h)).
Georgia
Florida
Alabama
Tennessee
South Carolina Ohio
Texas
6.1(l). Borrower’s Portfolio Requirements (Section 6.1(l)).
Borrower and each other Related Party shall, at all times prior to the Maturity Date, maintain its portfolio of Receivables in full compliance with the following requirements (all to be calculated, as of any date of determination, with respect to all Receivables of such date):
| | 1. | The average outstanding principal balance of all Receivables shall not exceed Ten Thousand Five Hundred Dollars ($10,500); |
| | 2. | The weighted average original term to maturity of all Receivables shall not exceed forty two (42) months. |
| | 3. | The weighed average interest rate on the Consumer Loan Documents underlying all of the Receivables is at least 22.00% per annum. |
| | 4. | The aggregate principal balance of all Receivables current to not more than thirty (30) day delinquent shall not be less than eighty percent (80%) of the aggregate principal balance of all Receivables. |
| | 5. | The weighted average down payment of all Receivables is not less than five percent (5%) of the total sales price, which shall include all taxes, commissions and fees associated therewith. |
6.2.A. Leverage Ratio Limit (SECTION 6.2.(j)).
The “Leverage Ratio Limit” shall be 2.0 to 1.00.
6.2.B. Minimum Tangible Net Worth (SECTION 6.2.(k)).
The “Minimum Tangible Net Worth” shall be $40,000,000.
6.2.D. Debt Service Coverage Ratio Limit (SECTION 6.2(m)).
The “Debt Service Coverage Ratio Limit” shall not be less than 1.25 to 1.00.
6.2.E. Minimum Collateral Recovery Rate (SECTION 6.2.(n)).
The “Minimum Collateral Recovery Rate” shall be fifty percent (5 0.00%).
6.2.F. Minimum Collection Percentage (SECTION 6.2(t)).
The “Minimum Collection Percentage” shall be three and one-half percent (3.5%).
9.1. Notices (SECTION 9.1).
Lender: CapitalSource Bank
4445 Willard Avenue
Chevy Chase, Maryland 20815
Attention: Credit Administration
With a copy to:
CapitalSource Finance LLC
4445 Willard Avenue, Twelfth Floor
Chevy Chase, Maryland 20815
Attention: SFG—Portfolio Manager
Telephone: (301) 841-2700
Telecopy No.: (301) 841-2370
With a courtesy copy to:
Greenberg Traurig, LLP
2200 Ross Avenue, Suite 5200
Dallas, Texas 75201
Attention: Heather Moulder
Telephone: (214) 665-3614
Telecopy No.: (214) 665-5914
Borrower: JRAS, LLC
1998 Iris Drive SW
Conyers, GA 30094
Attention: Jim Schrull
Telephone: (770) 761-7215
Telecopy No.: (770) 761-1539
With a Copy to:
600 Westpark Drive
Peachtree City, GA 30269
Attn: Robert P. Manning
Guarantors: 1998 Iris Drive SW
Conyers, GA 30094
Attention: Jim Schrull
Telephone: (770) 761-7215
Telecopy No.: (770) 761-1539
With a Copy to:
600 Westpark Drive
Peachtree City, GA 30269
Attn: Robert P. Manning
