Exhibit 10.7
NINTH AMENDMENT
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
NINTH AMENDMENT ("Ninth Amendment") dated as of April 26,
1996 to (i) Revolving Credit and Security Agreement dated as of
May 13, 1994 (as amended and waived to the date hereof and as may
be further amended, supplemented, modified or waived from time to
time, the "Loan Agreement") by and among ALLSTATE FINANCIAL
CORPORATION, a corporation organized under the laws of the
Commonwealth of Virginia ("Borrower"), IBJ SCHRODER BANK & TRUST
COMPANY ("IBJS"), the other lenders party to the Loan Agreement
(IBJS, and each of the other lenders which may now or in the
future be a party to the Loan Agreement, the "Lenders") and IBJS,
as agent for the Lenders (IBJS, in such capacity, the "Agent")
and (ii) Security Agreement dated as of May 13, 1994 (as amended
and waived to the date hereof and as may be further amended,
supplemented, modified or waived from time to time, the "Security
Agreement") by and among Agent and RECEIVABLE FINANCING
CORPORATION, LIFETIME OPTIONS, INC., A VIATICAL SETTLEMENT
COMPANY, BUSINESS FUNDING OF AMERICA, INC., PREMIUM SALES
NORTHEAST, INC., BUSINESS FUNDING OF FLORIDA, INC., SETTLEMENT
SOLUTIONS, INC. and AFC HOLDING CORPORATION (each of which
individually is referred to as a "Guarantor" and, collectively,
the "Guarantors").
BACKGROUND
Borrower has requested that Agent and Lenders amend certain
provisions of the Loan Agreement and the Agent and the Lenders
are willing to do so on the terms and conditions hereafter set
forth.
NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the
account of Borrower 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 Loan
Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of
the conditions precedent set forth in Section 4 below, the Loan
Agreement is hereby amended as follows:
(a) Section 1.2 of the Loan Agreement is hereby amended as
follows:
(i) the following defined terms are hereby added in their
appropriate alphabetical order:
"Additional Equipment Value Advances" shall mean the
Advances made pursuant to Section 2.2A(a) hereof.
"Additional Equipment Value Borrowing Period" shall have
the meaning set forth in Section 2.2A(a) hereof.
"Eligible Client Funded Inventory" shall have the
meaning set forth in Section 2.2B(a) hereof.
"Inventory Borrowing Base" shall have the meaning set
forth in Section 2.2B(a).
"Inventory Collateral Assignment of Security" shall mean
the agreement executed by Borrower in favor of Agent pursuant to
which all rights of Borrower under each Inventory Collateral
Funding Repayment Agreement and related documents (including all
UCC-1 Financing Statements) are collaterally assigned to Agent
for its benefit and the benefit of the Lenders.
"Inventory Collateral Funding Repayment Agreement" shall
mean an Inventory Collateral Funding Repayment Agreement and such
other agreements in substantially the forms attached hereto as
Exhibit 1.2(d) entered into between Borrower and a Client,
together with such modifications thereto as Borrower may from
time to time deem appropriate or desirable and such other
agreements to be approved by Agent in its sole reasonable
discretion; provided, however, that, no such modifications can be
made without Agent's approval following the occurrence and during
the continuance of an Event of Default, such approval not to be
unreasonably withheld.
"Inventory Value Advances" shall mean Advances made
pursuant to Section 2.2B(a) hereof.
"Inventory Value Borrowing Period" shall have the
meaning set forth in Section 2.2B(a) hereof.
"Maximum Additional Equipment Value Advance Amount"
shall mean (i) during the Additional Equipment Value Borrowing
Period, the sum of (x) $2,000,000 and (y) an amount equal to the
actual principal amount of Equipment Value Advances repaid (other
than regularly scheduled monthly amortization payments) or
prepaid during the Additional Equipment Value Borrowing Period
not to exceed $2,000,000 and (ii) on and after April 1, 1996, the
aggregate outstanding principal amount of Additional Equipment
Value Advances made pursuant to Section 2.2A.
"Maximum Inventory Value Advance Amount" shall mean
$2,500,000.
"Ninth Amendment" shall mean the Ninth Amendment to
Revolving Credit and Security Agreement dated as of April 26,
1996.
"Ninth Amendment Effective Date" shall mean the date on
which all of the conditions set forth in Section 4 of the Ninth
Amendment are satisfied or waived in writing by Agent.
(ii) the following defined terms are hereby amended in
their entirety to provide as follows:
"Advances" shall mean and include, without duplication,
the Revolving Advances, the Inventory Value Advances, the
Equipment Value Advances, the Additional Equipment Value Advances
and Letters of Credit.
"Maximum Revolving Advance Amount" shall mean
$25,000,000.00 less the sum of (x) outstanding Equipment Value
Advances, (y) outstanding Additional Equipment Value Advances and
(z) outstanding Inventory Value Advances.
"Other Documents" shall mean the Revolving Credit Note,
Stock Pledge Agreements, Guaranty, Security Agreement, Collateral
Assignment of Security, Equipment Collateral Assignment of
Security, Inventory Collateral Assignment of Security and any and
all other agreements, instruments and documents, including,
without limitation, guaranties, pledges, powers of attorney,
consents, and all other writings heretofore, now or hereafter
executed by Borrower and/or delivered to Agent or any Lender in
respect of the transactions contemplated by this Agreement.
"Revolving Advances" shall mean Advances made other than
Letters of Credit but inclusive of Equipment Value Advances,
Additional Equipment Value Advances and Inventory Value Advances.
(iii) Clause (p) of the definition of "Eligible
Receivables" is hereby amended by deleting the words "15% of
Tangible Net Worth" appearing therein and inserting in lieu
thereof the words "15% of the sum of Tangible Net Worth and the
aggregate principal amount of outstanding Convertible, Senior
Subordinated Notes".
(b) Section 2.1(a) of the Loan Agreement is hereby amended
by inserting "(other than Equipment Value Advances, Additional
Equipment Value Advances and Inventory Value Advances)" after the
words "Revolving Advances" appearing in the third line thereof.
(c) Section 2.2(a) of the Loan Agreement is hereby amended
by deleting the last sentence thereof in its entirety and
inserting the following in lieu thereof:
"Any repayment (other than regularly scheduled monthly
amortization payments) or prepayment of Equipment Value
Advances made after the end of the Equipment
Value Borrowing Period shall be applied in inverse order
of maturity to the then remaining monthly amortization
of Equipment Value Advances."
(d) Section 2.2(b) of the Loan Agreement is hereby amended
by (x) replacing clause (ii)(1) thereof in its entirety with "(i)
the aggregate principal amount of Equipment Value Advances
outstanding shall not exceed the lesser of" and (y) by deleting
the word "and" appearing immediately before clause (ii)(2)
thereof and inserting immediately after the figure "$25,000,000"
appearing at the end thereof the following:
", and (3) the sum of the aggregate principal amount of
Equipment Value Advances outstanding and the aggregate
principal amount of Additional Equipment Value Advances
outstanding shall not exceed $4,924,167 less regularly
scheduled monthly amortization payments on and after the
Ninth Amendment Effective Date with respect to Equipment
Value Advances and Additional Equipment Value Advances".
(e) The Loan Agreement is hereby amended by inserting the
following new Sections 2.2A and 2.2B immediately after Section
2.2:
"2.2A Additional Equipment Value Advances. (a) Subject
to the terms and conditions of this Agreement, each
Lender, severally and not jointly, agrees to make loans
to Borrower ("Additional Equipment Value Advances") to
permit Borrower to make loans or advances to Clients
secured by Client Funded Equipment in aggregate amounts
outstanding at any time equal to such Lender's
Commitment Percentage of the lesser of (i) the Maximum
Additional Equipment Value Advance Amount, (ii) eighty-
five percent (85%) of the aggregate amount from time to
time outstanding of actual cash advances by Borrower to
Clients which is secured by Client Funded Equipment or
(iii) sixty percent (60%) of the liquidation value of
such Client Funded Equipment; provided, however, that
under no circumstances shall Additional Equipment Value
Advances be made against Client Funded Equipment unless
Borrower has recorded on its books and records and
actually made advances or loans to a Client pursuant to
the applicable Collateral Funding Repayment Agreement.
Additional Equipment Value Advances shall only be made
on and after the Ninth Amendment Effective Date and on
or prior to March 31, 1997 (the "Additional Equipment
Value Borrowing Period"). During the Additional
Equipment Value Borrowing Period, Borrower may use the
Additional Equipment Value Advances by borrowing,
repaying and reborrowing, all in accordance with the
terms and conditions hereof. The proceeds of each
Additional Equipment Value Advance requested by Borrower
shall, to the extent Lenders make such Additional
Equipment Value Advance, be made available to Borrower
on the day so requested by way of credit to Borrower's
Operating Account, or such other bank as Borrower may
designate following notification to Agent, in
immediately available federal or other immediately
available funds. The aggregate principal amount of
Additional Equipment Value Advances outstanding on the
last day of the Equipment Value Borrowing Period will be
amortized on the basis of a thirty-six (36) month
amortization schedule and shall be payable in equal
monthly installments commencing on March 31, 1997 and on
the last day of each month thereafter with the balance
payable upon the expiration of the Term, subject to
acceleration upon the occurrence of an Event of Default
under this Agreement or termination of this Agreement.
Any repayment or prepayment of Additional Equipment
Value Advances made after the end of the Additional
Equipment Value Borrowing Period shall be applied in
direct order of maturity to the then remaining monthly
amortization of Additional Equipment Value Advances.
(b) The agreement of Lenders to make each Additional
Equipment Value Advance is subject to satisfaction of
the following conditions precedent: (i) receipt by Agent
of (1) copies of all documentation and appraisals
required to be delivered by a Client to Borrower
pursuant to the applicable Collateral Funding Repayment
Agreement, (2) evidence that such Client has obtained
insurance covering the theft, destruction or other loss
of the Client Funded Equipment and (3) such other
documentation and evidence that Agent may reasonably
request, including, without limitation, copies of UCC-1
financing statements filed in accordance with Section
6.10 hereof or evidence that such financing statements
have been filed in accordance therewith and (ii) after
giving effect thereto (1) the aggregate principal amount
of Additional Equipment Value Advances outstanding shall
not exceed the lesser of (i) the Maximum Additional
Equipment Value Advance Amount, (ii) eighty-five percent
(85%) of the aggregate amount from time to time
outstanding of actual cash advances made by Borrower to
Clients which is secured by Client Funded Equipment in
accordance with the Collateral Funding Repayment
Agreement or (iii) sixty percent (60%) of the
liquidation value of such Client Funded Equipment, (2)
the aggregate outstanding Advances shall not exceed
$25,000,000, and (3) the sum of the aggregate principal
amount of Equipment Value Advances outstanding and the
aggregate principal amount of Additional Equipment Value
Advances outstanding shall not exceed $4,924,167 less
regularly scheduled monthly amortization payments on and
after the Ninth Amendment Effective Date with respect to
Equipment Value Advances and Additional Equipment Value
Advances."
"2.2B Inventory Value Advances. (a) Subject to the
terms and conditions of this Agreement, each Lender,
severally and not jointly, agrees to make loans to
Borrower ("Inventory Value Advances") to permit Borrower
to make loans or advances to Clients secured by Eligible
Client Funded Inventory (as defined below) in aggregate
amounts outstanding at any time equal to such Lender's
Commitment Percentage of the lesser of (i) the Maximum
Inventory Value Advance Amount or (ii) (x) to the extent
(but only to the extent) that the aggregate amount from
time to time outstanding of actual cash advances by
Borrower to Clients which is secured by Eligible Client
Funded Inventory is equal to or less than fifty percent
(50%) of the liquidation value of such Eligible Client
Funded Inventory, thirty percent (30%) of the aggregate
amount from time to time outstanding of such actual cash
advances by Borrower to Clients secured by such Eligible
Client Funded Inventory and (y) to the extent (but only
to the extent) that the aggregate amount from time to
time outstanding of actual cash advances by Borrower to
Clients which is secured by Eligible Client Funded
Inventory exceeds 50% of the liquidation value of such
Eligible Client Funded Inventory, twenty-five percent
(25%) of the aggregate amount from time to time
outstanding of such actual cash advances by Borrower to
Clients secured by such Eligible Client Funded Inventory
(the sum of preceding clauses (ii)(x) and (y), the
"Inventory Borrowing Base"); provided, however, that
under no circumstances shall Inventory Value Advances be
made against Eligible Client Funded Inventory unless
Borrower has recorded on its books and records and
actually made advances or loans to a Client pursuant to
the applicable Inventory Collateral Funding Repayment
Agreement. "Eligible Client Funded Inventory" shall
mean, with respect to any Client, all of such Client's
raw materials inventory and finished goods inventory to
the extent (i) Borrower provides Agent with a written
description thereof in reasonable detail and a written
request that such inventory be treated as Eligible
Client Funded Inventory and (ii) Agent does not, within
two business days of its receipt of such description and
request, notify Borrower in writing that, in the
exercise of Agent's sole, reasonable discretion, such
inventory (or a specified portion thereof) does not
constitute Eligible Client Funded Inventory.
Notwithstanding the foregoing, Borrower acknowledges and
agrees that dynamic random access memory chips shall not
constitute Eligible Client Funded Inventory unless Agent
(in the exercise of its sole and absolute discretion)
affirmatively consents thereto in writing.
Inventory Value Advances shall only be made on and after
the Ninth Amendment Effective Date and on or prior to
the last day of the Term (the "Inventory Value
Borrowing Period"). During the Inventory Value
Borrowing Period, Borrower may use the Inventory Value
Advances by borrowing, repaying and reborrowing, all in
accordance with the terms and conditions hereof. The
proceeds of each Inventory Value Advance requested by
Borrower shall, to the extent Lenders make such
Inventory Value Advance, be made available to Borrower
on the day so requested by way of credit to Borrower's
Operating Account, or such other bank as Borrower may
designate following notification to Agent, in
immediately available federal or other immediately
available funds. The aggregate principal amount of
Inventory Value Advances outstanding on the last day of
the Term shall be payable in full upon the expiration of
the Term, subject to acceleration upon the occurrence of
an Event of Default under this Agreement or termination
of this Agreement.
(b) The agreement of Lenders to make each Inventory Value
Advance is subject to satisfaction of the following
conditions precedent: (i) receipt by Agent of (1) copies
of all documentation and appraisals required to be
delivered by a Client to Borrower pursuant to the
applicable Inventory Collateral Funding Repayment
Agreement, (2) evidence that such Client has obtained
insurance covering the theft, destruction or other loss
of the Client Funded Inventory, (3) a copy of a duly
executed inventory management or inventory control
agreement among Borrower, the applicable Client and
DiversiCorp, Inc. (or another third party collateral
monitoring firm selected by Borrower and reasonably
satisfactory to Agent) and (4) such other documentation
and evidence that Agent may reasonably request,
including, without limitation, copies of UCC-1 financing
statements filed in accordance with Section 6.10 hereof
or evidence that such financing statements have been
filed in accordance therewith and (ii) after giving
effect thereto (1) the aggregate principal amount of
Inventory Value Advances outstanding shall not exceed
the lesser of (i) the Maximum Inventory Value Advance
Amount or (ii) the Inventory Borrowing Base, and (2) the
aggregate outstanding Advances shall not exceed
$25,000,000."
(f) Section 2.4 of the Loan Agreement is hereby amended in
its entirety to provide as follows:
"2.4 Maximum Advances (other than Equipment Value
Advances, Additional Equipment Value Advances
and Inventory Value Advances).
The aggregate balance of Advances (other than Equipment
Value Advances, Additional Equipment Value Advances and
Inventory Value Advances) outstanding at any time
shall not exceed the lesser of (x) the Maximum Revolving
Advance Amount and (y) the Borrowing Base."
(g) The Loan Agreement is hereby amended by inserting the
following new Sections 2.5A and 2.5B immediately after Section
2.5:
"2.5A Maximum Additional Equipment Value Advances. The
aggregate balance of the Additional Equipment Value
Advances outstanding at any time shall not exceed the
lesser of (i) the Maximum Additional Equipment Value
Advance Amount, (ii) eighty-five percent (85%) of the
aggregate amount from time to time outstanding of actual
cash advances by Borrower to Clients secured by Client
Funded Equipment or (iii) sixty percent (60%) of the
liquidation value of such Client Funded Equipment."
"2.5B Maximum Inventory Value Advances. The aggregate
balance of the Inventory Value Advances outstanding at
any time shall not exceed the lesser of (i) the Maximum
Inventory Value Advance Amount or (ii) the Inventory
Borrowing Base."
(h) Section 2.6 of the Loan Agreement is hereby amended in
its entirety to provide as follows:
"2.6 Repayment of Excess Advances. The aggregate balance
of Advances (other than Equipment Value Advances,
Additional Equipment Value Advances and Inventory Value
Advances), Equipment Value Advances, Additional
Equipment Value Advances and Inventory Value Advances,
as the case may be, outstanding at any time in excess of
the maximum permitted under Section 2.4, Section 2.5,
Section 2.5A or Section 2.5B, as applicable, shall be
immediately due and payable without the necessity of any
demand, at the Payment Office, whether or not a Default
or Event of Default has occurred."
(i) Clause (i) of Section 2.8 of the Loan Agreement is
hereby amended by inserting "(other than Equipment Value
Advances, Additional Equipment Value Advances and Inventory Value
Advances)" after the words "Revolving Advances" appearing
therein.
(j) The second sentence of Section 2.10(c) of the Loan
Agreement is hereby amended by inserting "(other than Equipment
Value Advances, Additional Equipment Value Advances and Inventory
Value Advances)" after the words "Revolving Advances" appearing
therein.
(k) Section 2.12(a) of the Loan Agreement is hereby amended
by deleting the words "and/or Equipment Value Advance" after the
words "Revolving Advance" appearing in the first sentence thereof
and inserting in lieu thereof the words ", Equipment Value
Advance, Additional Equipment Value Advance and/or Inventory
Value Advance".
(l) Section 2.12 (e) of the Loan Agreement is hereby
amended by deleting the words "and, subject to Section 2.2
hereof, Equipment Value Advances, as applicable," after the words
"Revolving Advances" appearing in the first sentence thereof and
inserting in lieu thereof the words "and, subject to Sections
2.2, 2.2A and 2.2B hereof, to Equipment Value Advances,
Additional Equipment Value Advances and Inventory Value Advances,
as the case may be, as applicable,".
(m) Clauses (i), (ii), (iii) and (iv) of Section 2.12(f) of
the Loan Agreement and Sections 2.12(g) and 2.12(h) of the Loan
Agreement are hereby amended by inserting the words ", Equipment
Value Advances, Additional Equipment Value Advances and/or
Inventory Value Advances (as the case may be)" immediately after
the words "Revolving Advances" each place they appear therein.
(n) Clauses (i), (vi), (vii), (viii) and (xi) of Section
4.15(f)(2) of the Loan Agreement are hereby amended by inserting
", the Inventory Collateral Funding Repayment Agreements, if
any," after the words "the Collateral Funding Repayment
Agreements, if any," each place they appear.
(o) Section 4.15(g) of the Loan Agreement is hereby amended
by inserting the words ", the Inventory Collateral Funding
Repayment Agreements, if any," after the words ", the Collateral
Funding Repayment Agreements, if any," appearing in the second
sentence thereof.
(p) Section 4.16 (c) of the Loan Agreement is hereby
amended by (x) redesignating clause (iii) thereof as clause (v)
and (y) inserting the following new clauses (iii) and (iv) after
clause (ii) thereof:
", (iii) deposit proceeds of Additional Equipment Value
Advances made pursuant to Section 2.2A hereof for use in
accordance with the provisions of Section 2.2A hereof, (iv)
deposit proceeds of Inventory Value Advances made pursuant
to Section 2.2B hereof for use in accordance with Section
2.2B hereof"
(q) Section 6.10 of the Loan Agreement is hereby amended by
deleting the words "and applicable Collateral Funding Repayment
Agreement, if any" and inserting the words ", applicable
Collateral Funding Repayment Agreement and/or applicable
Inventory collateral Funding Repayment Agreement, if any," in
lieu thereof.
(r) Section 7.5(d) of the Loan Agreement is hereby amended
by deleting the words "or Collateral Funding Repayment
Agreements" appearing before clause (i) thereof and inserting the
words ", Collateral Funding Repayment Agreements, if any,
or Inventory Collateral Funding Repayment Agreements, if any," in
lieu thereof.
(s) Section 7.5(d)(ii) of the Loan Agreement is hereby
amended by deleting the words "or Collateral Funding Repayment
Agreement, as the case may be" and inserting the words "or, if
applicable, its Collateral Funding Repayment Agreement or its
Inventory Collateral Funding Repayment Agreement," in lieu
thereof.
(t) Section 8.2(c) of the Loan Agreement is hereby amended
by deleting the words "or Section 2.5 hereof, as applicable" and
inserting the words ", Section 2.5, Section 2.5A or Section 2.5B,
as applicable" in lieu thereof.
(u) Section 9.2 of the Loan Agreement is hereby amended by
replacing the word "and" immediately before subsection "(d)" with
"," and inserting a new subsection "(e)" to read in its entirety
as follows:
"and (e) a schedule of loans made by Borrower to its
Clients which are secured by Eligible Client Funded
Inventory stating the name of the Client to which such
loans are made and the dollar amount thereof".
(v) Section 10.13 of the Loan Agreement is hereby amended
by inserting the words "or Inventory Collateral Assignment of
Security," after the words "Equipment Collateral Assignment of
Security".
(w) Clause (ii) of Section 15.2(b) of the Loan Agreement is
hereby amended by inserting the words ", the Maximum Additional
Equipment Value Advance Amount, the Maximum Inventory Value
Advance Amount" after the words "Maximum Equipment Value Advance
Amount" appearing therein.
3. Subject to satisfaction of the conditions precedent set
forth in Section 4 below, the Security Agreement is hereby
amended as follows:
(a) Section 3(b) of the Security Agreement is hereby
amended by inserting the words "and Inventory Collateral
Funding Repayment Agreement" after the words "Collateral
Funding Repayment Agreement".
(b) Clauses (i), (vi), (vii), (viii) and (xi) of Section
6(2) of the Security Agreement are hereby amended by
inserting the words "Inventory Collateral Funding Repayment
Agreements, if any," after the words "Collateral Funding
Repayment Agreements, if any," each place they appear.
4. Conditions of Effectiveness. This Ninth Amendment shall
become effective as of the date first above written (the "Ninth
Amendment Effective Date") upon receipt by the Agent of
(i) this Ninth Amendment duly executed by Borrower and the
Required Lenders and consented to by each of the Guarantors, (ii)
three (3) copies of the Inventory Collateral Assignment of
Security duly executed by Borrower, (iii) a copy of the Inventory
Collateral Funding Repayment Agreement in the form attached as
Exhibit A hereto (which form shall, on the Ninth Amendment
Effective Date, be deemed to be Exhibit 1.2(d) attached to the
Loan Agreement (without further action by Borrower, Agent or any
Lender)) and (iv) a payment for the ratable benefit of the
Lenders of an amendment fee in the amount of $7,500.
5. Representations and Warranties. Borrower hereby
represents and warrants as of the Ninth Amendment Effective Date
as follows:
(a) This Ninth Amendment and the Loan Agreement, as
amended hereby constitute the legal, valid and binding
obligations of Borrower and are enforceable against
Borrower in accordance with their respective terms.
(b) After giving effect to this Ninth Amendment, Borrower
hereby reaffirms all covenants, representations and
warranties made in the Loan Agreement and agrees that all
such covenants, representations and warranties shall be
deemed to have been remade as of the Ninth Amendment
Effective Date.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Ninth
Amendment.
(d) Borrower has no defense, counterclaim or offset to
the Obligations.
6. Effect on the Loan Agreement and the Security Agreement.
(a) Upon the effectiveness of Sections 2 and 3 hereof, each
reference in the Loan Agreement or the Security Agreement, as the
case may be, to "this Agreement," "hereunder," "hereof," "herein"
or words of like import shall mean and be a reference to the Loan
Agreement or the Security Agreement, as the case may be, as
amended hereby.
(b) Except as specifically amended herein, the Loan
Agreement, the Security Agreement and all other documents,
instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Ninth
Amendment shall not operate as a waiver of any right, power or
remedy of Agent and Lenders, nor constitute a waiver of any
provision of the Loan Agreement, the Security Agreement or any
other documents, instruments or agreements executed and/or
delivered under or in connection therewith.
7. Governing Law. This Ninth Amendment shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and
construed in accordance with the laws of the State of New York.
8. Headings. Section headings in this Ninth Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Ninth Amendment for any other purpose.
9. Counterparts; Telecopy Signatures. This Ninth Amendment
may be executed by the parties hereto in one or more
counterparts, each of which taken together shall be deemed to
constitute one and the same instrument. Any signature delivered
by a party by facsimile transmission shall be deemed to be an
original signature hereto.
IN WITNESS WHEREOF, the parties hereto, by their duly
authorized officers, have executed this Ninth Amendment as of the
day and year first above written.
IBJ SCHRODER BANK & TRUST COMPANY
as Agent and Lender
By:_______________________
Name:
Title:
NATIONAL CANADA FINANCE CORP., a Lender
By:_______________________
Name:
Title:
By:_______________________
Name:
Title:
ALLSTATE FINANCIAL CORPORATION
By: ___________________________
Name: Craig Fishman
Title: Senior Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
CONSENTED AND AGREED TO:
LIFETIME OPTIONS, INC., A
VIATICAL SETTLEMENT COMPANY
By: ___________________________
Name: Craig Fishman
Title: President
PREMIUM SALES NORTHEAST, INC. AFC HOLDING CORPORATION
By: ___________________________ By:______________________________
Name: Craig Fishman Name: Craig Fishman
Title: Senior Vice President Title: Senior Vice President
RECEIVABLE FINANCING CORPORATION
By: ___________________________
Name: Craig Fishman
Title: Senior Vice President
BUSINESS FUNDING OF FLORIDA, INC.
By: ___________________________
Name: Craig Fishman
Title: Senior Vice President
BUSINESS FUNDING OF AMERICA, INC.
By: ___________________________
Name: Craig Fishman
Title: Senior Vice President
SETTLEMENT SOLUTIONS, INC.
By:______________________________
Name: Craig Fishman
Title: Senior Vice President