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AMENDMENT NUMBER SIX TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT, dated as of
December 6, 1999 (this "Amendment"), amends that certain Loan and Security
Agreement, dated as of April 30, 1998 (as amended from time to time, the "Loan
Agreement"), by and between THE CREDIT STORE, INC., a Delaware corporation
("Borrower"), and COAST BUSINESS CREDIT, a division of Southern Pacific Bank, a
California corporation ("Coast"). All initially capitalized terms used in this
Amendment shall have the meanings ascribed thereto in the Loan Agreement unless
specifically defined herein.
R E C I T A L S
WHEREAS, Borrower and Coast wish to amend the Loan Agreement pursuant
to the terms and provisions set forth in this Amendment; and
NOW, THEREFORE, the parties hereto agree as follows:
A M E N D M E N T
SECTION 1 AMENDMENT TO SECTION 2.1 OF THE SCHEDULE. The lead in
language to Section 2.1 of the Schedule and Section 2.1(a) of the Schedule to
the Loan Agreement is hereby amended by deleting such sections in their entirety
and replacing them to read as follows:
SECTION 2.1 - Credit Limit:
Loans in a total amount at any time outstanding not
to exceed the lesser of: (i) a total of Fifteen Million
Dollars ($15,000,000) at any one time outstanding (the
"Maximum Dollar Amount"), or (ii) the sum of (a), (b) and (c)
below:
(a) Loans in an amount not to exceed the lesser of:
(1) The sum of:
(i) ten percent (10%) of the amount of
Borrower's Eligible Receivables with respect to which the
Account Debtors have made three (3) consecutive payments,
plus, without duplication;
(ii) twenty percent (20%) of the amount of
Borrower's Eligible Receivables with respect to which the
Account Debtors have made four (4) consecutive payments, plus,
without duplication;
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(iii) thirty percent (30%) of the amount of
Borrower's Eligible Receivables with respect to which the
Account Debtors have made five (5) consecutive payments, plus,
without duplication;
(iv) forty percent (40%) of the amount of
Borrower's Eligible Receivables with respect to which the
Account Debtors have made six (6) consecutive payments, plus,
without duplication;
(v) fifty percent (50%) of the amount of
Borrower's Eligible Receivables with respect to which the
Account Debtors have made seven (7) or more consecutive
payments; and
(2) Fifty percent (50%) of Eligible
Receivables.
The provisions of Sections 2.1(b) and 2.1(c) are unchanged by the terms
of this Amendment
SECTION 2 NO PAYMENT ON SUBORDINATED DEBT. Notwithstanding the
provisions in Amendment Number Five to Loan and Security Agreement ("Amendment
Number Five") to the contrary, Borrower shall not be permitted to make a payment
on the J.L.B. debt irrespective of the fact that Coast has increased the Maximum
Dollar Amount from $10,000,000 to $15,000,000. Borrower may make payments to JLB
to the extent such payments are otherwise permitted under the Loan Documents.
SECTION 3 FACILITY INCREASE FEE. Borrower shall pay to Coast a $50,000
fee for the $5,000,000 increase in the Maximum Dollar Amount ("Facility Increase
Fee"). Borrower shall pay the Facility Increase Fee in four installments, with
$12,500 being due and payable on the date hereof and $12,500 becoming due and
payable every 90 days thereafter until paid in full. Notwithstanding the
foregoing, if at any time prior to the date on which an installment of the
Facility Increase Fee is due and payable, (i) the Loans are paid in full and the
Loan Documents are terminated, or (ii) Lender syndicates, finds additional
lender(s) for or sells participations in the Loans, then the Facility Increase
Fee shall be deemed paid in full and no future payments shall become due and
payable.
SECTION 4 CONDITION PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon: (i) receipt by Coast of a duly executed copy of this
Amendment executed by Borrower, (ii) receipt by Coast of a duly executed copy of
the reaffirmation of the Continuing Guaranty executed by American Credit
Alliance, Inc., and (iii) receipt by Coast of the first $12,500 installment of
the Facility Increase Fee.
SECTION 5 ENTIRE AGREEMENT. The Loan Agreement, as amended hereby,
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Borrower represents, warrants and agrees that in entering into
the Loan Agreement and consenting to this Amendment, it has not relied on any
representation, promise, understanding or agreement, oral or written, of, by or
with, Coast or any of its agents, employees, or counsel, except the
representations, promises, understandings and agreements specifically contained
in or referred to in the Loan Agreement, as amended hereby.
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SECTION 6 CONFLICTING TERMS. In the event of a conflict between the
terms and provisions of this Amendment and the terms and provisions of the Loan
Agreement, the terms of this Amendment shall govern. In all other respects, the
Loan Agreement, as amended and supplemented hereby, shall remain in full force
and effect.
SECTION 7 MISCELLANEOUS. This Amendment shall be governed by and
construed in accordance with the laws of the State of California. This Amendment
may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this Amendment by
signing such counterpart.
SECTION 8 IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers thereunto duly
authorized as of the date first above written.
THE CREDIT STORE, INC.,
a Delaware corporation
By: /s/ Michael Philippe
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President or Vice President
By: /s/ Cynthia Hassoun
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Secretary or Ass't Secretary
COAST BUSINESS CREDIT,
a division of Southern Pacific Bank
By: /s/ John Nocita
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Title: Vice President
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REAFFIRMATION OF GUARANTY
The undersigned has executed a Continuing Guaranty in favor of Coast
Business Credit, a division of Southern Pacific Bank, a California corporation
("Coast") respecting the obligations of The Credit Store, Inc., a Delaware
corporation ("Borrower") owing to Coast. The undersigned acknowledges the terms
of the above Amendment and reaffirms and agrees that (a) its Continuing Guaranty
remains in full force and effect, (b) nothing in such Continuing Guaranty
obligates Coast to notify the undersigned of any changes in the financial
accommodations made available to Borrower or to seek reaffirmations of the
Continuing Guaranty, and (c) no requirement to so notify the undersigned or to
seek reaffirmations in the future shall be implied by the execution of the
reaffirmation.
AMERICAN CREDIT ALLIANCE, INC.,
a Nevada corporation
By:
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Name:
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Title:
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