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Exhibit 4.7.2
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Rediscount Finance
FIRST AMENDED AND RESTATED SCHEDULE TO
FIRST AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
BORROWER: PREMIUM AUTO ACCEPTANCE CORPORATION
ADDRESS: 605 SOUTH LOOP 12
IRVING, TEXAS 75060
BORROWER: PAACO AUTOMOTIVE GROUP, INC.
ADDRESS: 605 SOUTH LOOP 12
IRVING, TEXAS 75060
DATE: NOVEMBER 18, 1999
This First Amended and Restated Schedule to First Amended and Restated
Loan and Security Agreement ("Schedule") is executed in conjunction with a
certain First Amended and Restated Loan and Security Agreement ("Agreement"),
dated March 8, 1999, and as an amendment and restatement of that certain
Schedule to First Amended and Restated Loan and Security Agreement, dated of
even date with the Agreement, by and between FINOVA Capital Corporation, as
Lender, and the borrowers named above (collectively referred to herein as the
"Borrowers" and singularly as "Borrower"), all of whose chief executive offices
are located at the above addresses (collectively referred to herein as
"Borrowers' Address"). Each Borrower shall be separately defined as set forth in
this Schedule. All representations, warranties, covenants, agreements,
undertaking or other obligations of Borrower as set forth in this Agreement and
all other Loan Documents are made by each Borrower as separately set forth for
each Borrower in this Agreement and the other Loan Documents. All financial
covenants and ratios set forth herein shall be applied to the Borrowers in the
aggregate.
1.A. BORROWERS (SECTION 1).
Each Borrower shall be referred to herein as follows:
Premium Auto Acceptance Corporation - "Premium"
PACCO AUTOMOTIVE GROUP, INC. - "PAACO" or "Lead Borrower"
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1.B. MAXIMUM MILEAGE OF ELIGIBLE INVENTORY AND MAXIMUM AGE OF ELIGIBLE
INVENTORY (SECTION 1)
The term "Maximum Mileage of Eligible Inventory" shall not be
applicable hereunder and shall not be a restriction with
respect to an Eligible Inventory. The term "Maximum Age of
Eligible Inventory" shall not be applicable hereunder and
shall not be a restriction with respect to an Eligible
Inventory.
1.C. MAXIMUM COST OF ELIGIBLE INVENTORY (SECTION 1)
The term "Maximum Cost of Eligible Inventory" shall not be
applicable and shall not be a restriction with respect to an
Eligible Inventory.
1.D. MAXIMUM OWNERSHIP (SECTION 1)
The term "Maximum Ownership" shall mean one hundred and twenty
(120) days from (i) the date of the invoice that evidences the
purchase of each vehicle of Inventory by Borrower and (ii) the
date a repossessed or trade-in vehicle is listed in Borrower's
inventory and ready for retail sale.
1.E. MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1).
The term "Maximum Amount of an Eligible Receivable" shall mean
the sum of Nineteen Thousand Dollars ($19,000.00) remaining
due thereon at any date of determination, excluding all
unearned finance charges pursuant to the Eligible Receivables.
1.F. MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1).
The "Maximum Term of an Eligible Receivable" shall be
thirty-six (36) months remaining until the due date of such
Eligible Receivable at any date of determination.
1.G. AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1).
AGING PROCEDURES FOR A CONTRACTUAL AGING:
1. No payment missed or due = Current.
2. 1 to 30 days past due = "30 day Account".
3. 31 to 60 days past due = "60 day Account".
4. 61 or more days past due = "60 + day Account"
For the purpose only of calculating the aging of any Receivable hereunder,
provided any such extension is after one hundred eighty (180) days of any
Receivable from the origination date of such Receivable, Borrower may grant an
Account Debtor two (2) weekly payment extensions or one (1) bi-weekly payment
extension of the principal portion of a such payment due on any Receivable
within any twelve (12) month period that would allow such Receivable to avoid
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being classified in a different "past due or missed" payment category set forth
above. All extensions within any twelve (12) month period in excess of that
allowed herein will not be used to delay or defer aging of such Receivable.
ELIGIBILITY TEST:
The term "Eligibility Test" shall mean the test to determine the eligibility of
a Receivable for the purposes of Section 1, Eligible Receivable, hereof, that
test, no payment due on said Receivable remains unpaid more than sixty (60) days
from the specific date on which such payment was due pursuant to the terms of
said Receivable.
1.H. GUARANTOR (WHETHER ONE OR MORE) (SECTION 1).
Crown Group, Inc. (Limited)
SC Holdings, Inc.
Smart Choice Automotive Group, Inc.
1.1 MODIFICATION OF DEFINITIONS (SECTION 1).
The definition of "Charge Offs" is hereby deleted and the
following is substituted in lieu thereof:
"CHARGE OFFS. The term "Charge Offs" shall mean the
principal amount due pursuant to a Receivable on the
date that Borrower charges off such Receivable as
uncollectible, pursuant to Borrower's policies and/or
procedures."
The definition of "Collateral Recovery Rate" is hereby deleted
and the following is substituted in lieu thereof:
"COLLATERAL RECOVERY RATE. The term "Collateral
Recovery Rate" shall mean, for any period of
determination, (i) the total cash collected of
principal payments from all Receivables (including
but not limited to all principal cash proceeds from
charge off recoveries, with such charge off
recoveries calculated at actual sales price of
vehicle sold at auction or ,if vehicle is not sold at
auction, at a value not greater than "average value"
Black Book of such vehicle, pursuant to the most
current edition of the "Black Book" as published by
National Auto Research Division, Hearst Business
Media Corporation, for the market area of Borrower ),
divided by (ii) the sum of (a) the total cash
collected of principal payments from all Receivables
(excluding all cash proceeds from charge off
recoveries) plus (c) the aggregate of all Charge Offs
for that period."
1.J. ADDITIONAL DEFINITIONS (SECTION 1).
The following definition is hereby added to the Agreement:
"NET CASH FLOW. The term "Net Cash Flow" shall mean,
for any period of determination, as reflected on the
financial statements of Borrower supplied to Lender
pursuant to Section 6.7, hereof, the result of (i)
the sum of all cash receipts, including, all
collections on Receivables, repossession recoveries,
cash down payments and trade-ins values (with
trade-ins and repossessions valued at actual sales
price of sold vehicle at auction or, if vehicle is
not sold at auction, at a value not greater than
"average value" Black Book of such vehicle, pursuant
to the most current edition of the "Black Book" as
published by National Auto Research Division, Hearst
Business Media Corporation, for the market area of
Borrower), less (ii) the sum of all cash operating
expenses, including, interest expenses and
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taxes and the "replacement cost of liquidated
Receivables" ( the "replacement cost of liquidated
Receivables" shall be the amount equal to, for the
period of determination, (a) the percentage
determined by dividing the aggregate actual cost of
all vehicles sold during the period of determination
by the aggregate sales price of all vehicles sold
during the same period of determination, multiplied
by (b) the aggregate principal payments received by
Borrower and Charge Offs with respect to all
Receivables during the period of determination)."
2.1.A. AMOUNT OF REVOLVING CREDIT LINE AND THE AMOUNT OF THE INVENTORY CREDIT
LINE (SECTION 2.1):
(i) The "Amount of the Revolving Credit Line" shall be Sixty
Million Dollars ($60,000,000.00).
(ii) The "Amount of the Inventory Credit Line" shall be Five
Million Dollars ($5,000,000.00).
2.1.B. AVAILABILITY ON ELIGIBLE RECEIVABLES (SECTION 2.1):
The "Availability on Eligible Receivables" shall be an amount
equal to the following:
(i) if the date of determination is before December 1, 2000,
seventy two percent (72%) of the aggregate unmatured and
unpaid amount due to Borrower from the Account Debtor named
thereon, excluding all unearned finance charges, pursuant to
the Eligible Receivables.
(ii) if the date of determination is on or after December 1,
2000, but before December 1, 2001, seventy percent (70%) of
the aggregate unmatured and unpaid amount due to Borrower from
the Account Debtor named thereon, excluding all unearned
finance charges, pursuant to the Eligible Receivables.
(iii) if the date of determination is on or after December 1,
2001, sixty-seven and one-half percent (67.5%) of the
aggregate unmatured and unpaid amount due to Borrower from the
Account Debtor named thereon, excluding all unearned finance
charges, pursuant to the Eligible Receivables.
Notwithstanding any provision contained in the Loan Documents
to the contrary, upon the occurrence of any of the following
events, Lender, in its sole and absolute discretion, may
modify the Availability on Eligible Receivables advance
percentage set forth above or the Availability on Eligible
Inventory set forth in SCHEDULE SECTION 2.1.C.:
(a) the Collateral Recovery Rate is less than the following:
(1) seventy-eight percent (78%), if the date of
determination is on or before November 30, 2000, with
the first period for which such the Collateral
Recovery Rate is determined shall be the immediately
preceding one (1) calendar month beginning with the
month of November, 1999, and thereafter the period of
determination shall increase one (1) calendar month
for each calendar month subsequent to November, 1999,
until the period of determination is the twelve (12)
calendar months immediately prior to the date of
determination, and
(2) eighty-two percent (82%), for the twelve (12)
calendar month period immediately prior to any date
of determination, if the date of determination is
after November 30, 2000.
(b) on any date of determination, the Collateral Performance
Percentage is greater than seven percent (7.0%)
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(c) for the twelve (12) calendar month period immediately
prior to any date of determination, the Cash Sales Percentage
is greater than five percent (5%), or
(d) the aggregate Net Cash Flow is less than One Dollar
($1.00), for the twelve (12) calendar months immediately
preceding the date of determination, with each date of
determination for the aggregate Cash Flow being the last day
of each fiscal quarter, beginning the fiscal quarter ending
October 31, 2000, (notwithstanding the foregoing to the
contrary the first period of determination shall be the nine
[9] months immediately preceding the fiscal quarter ending
October 31, 2000, and thereafter each period of determination
shall be the twelve [12] calendar months immediately preceding
the date of determination).
2.1.C. AVAILABILITY ON ELIGIBLE INVENTORY (SECTION 2.1)
The "Availability on Eligible Inventory" shall be the lesser
of (i) the Amount of the Inventory Credit Line, or (ii) the
aggregate amount with respect to all Eligible Inventory equal
to the sum of (a) seventy percent (70%) of the invoice cost,
as evidence by a bill of sale or other documents evidencing
the purchase price of such Inventory from an entity that is
not affiliated with Borrower or Guarantors, excluding
trade-ins and repossessions and (b) with respect to trade-ins,
repossessions (not withstanding the definition of "Eligible
Inventory" set forth in the Agreement, repossessed Inventory
shall be eligible if such Inventory otherwise meets the
requirement of the definition of "Eligible Inventory") and
Inventory purchased from an entity affiliated with Borrower or
Guarantors, seventy percent (70%) of the actual value, but not
greater than the of the "average value" Black Book of such
Inventory (pursuant to the most current edition of the "Black
Book" as published by National Auto Research Division, Hearst
Business Media Corporation, for the market area of Borrower).
2.2. STATED INTEREST RATE (SECTION 2.2).
The Receivables Stated Interest Rate shall be the lesser of
(i) the Governing Rate plus (a) if the date of determination
is before December 1, 2000, two and one-quarter percent
(2.25%) per annum, (b) if the date of determination is before
December 1, 2001, but on or after December 1, 2000, two
percent (2.00%) per annum, and (c) if the date of
determination is on or after December 1, 2001, one and
three-quarters percent (1.75%) per annum or (ii) the Maximum
Rate.
The Inventory Stated Interest Rate shall be the lesser of (i)
the Governing Rate plus (a) if the date of determination is
before December 1, 2000, two and one-quarter percent (2.25%)
per annum, (b) if the date of determination is before December
1, 2001, but on or after December 1, 2000, two percent (2.00%)
per annum, and (c) if the date of determination is on or after
December 1, 2001, one and three-quarters percent (1.75%) per
annum or (ii) the Maximum Rate.
2.3. MATURITY DATE (SECTION 2.3.C).
The primary term of this Agreement shall expire on November
30, 2004. If Borrower desires to extend the primary term or
any term thereafter of this Agreement, Borrower shall give
Lender notice of its intent to extend the term no earlier than
one hundred and eighty (180) days and no later than one
hundred and fifty (150) days prior to any expiration date of
this Agreement. Upon the receipt by Lender of Borrower's
notice to extend the term of this Agreement, if Lender desires
to renew and extend the term of this Agreement, Lender shall
give Borrower notice of Lender's intent to extend the term of
this Agreement, within sixty (60) days of Lender's receipt of
Borrower's notice to extend. If Lender does not give Borrower
notice of Lender's intent to extend the term of this Agreement
within the sixty (60) days period, then it shall be deemed
that Lender does not intend to renew and extend the
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term of this Agreement. Notwithstanding the foregoing, this
Agreement shall remain in full force and effect until the
Indebtedness due and owing to Lender has been paid in full.
2.6. LIQUIDATED DAMAGES (SECTION 2.6).
The amount of "Liquidated Damages" shall be:
(i) if on or before November 30, 2000, if Borrower pays
the balance of the Indebtedness in full and Borrower
requests Lender to terminate Lender's security
interest in the Collateral, an amount equal to three
percent (3%) of the Amount of the Revolving Credit
Line;
(ii) if on or before November 30, 2001, but after November
30, 2000, if Borrower pays the balance of the
Indebtedness in full and Borrower requests Lender to
terminate Lender's security interest in the
Collateral, an amount equal to two percent (2%) of
the Amount of the Revolving Credit Line;
(iii) if on or before November 30, 2003, but after November
30, 2001, if Borrower pays the balance of the
Indebtedness in full and Borrower requests Lender to
terminate Lender's security interest in the
Collateral, an amount equal to one percent (1%) of
the Amount of the Revolving Credit Line;
(iv) if before August 31, 2004, but after November 30,
2003, if Borrower pays the balance of the
Indebtedness in full and Borrower requests Lender to
terminate Lender's security interest in the
Collateral, an amount equal to one-half percent
(.50%) of the Amount of the Revolving Credit Line;
and
(v) if after August 31, 2004, if Borrower pays the
balance of the Indebtedness in full and Borrower
requests Lender to terminate Lender's security
interest in the Collateral, the amount of Liquidated
Damages shall be Zero Dollars ($0.00).
2.8. MODIFICATION OF SECTION 2.8. (SECTION 2.8)
Section 2.8 of the Agreement is hereby deleted and the following is
substituted in lieu thereof:
"2.8. INTEREST AFTER DEFAULT Upon the occurrence and after
the continuation of an Event of Default and after
sixty (60) days prior written notice from Lender,
Borrower shall pay Lender interest on the daily
outstanding balance of Borrower's loan account at a
rate per annum which is greater of (not to exceed the
Maximum Rate): (i) the four percent (4%) in excess of
the highest Stated Interest Rate which would
otherwise be applicable thereto pursuant to the
Schedule (SCHEDULE SECTION 2.2), or (ii) sixteen
percent (16%)."
2.16. FACILITY FEE (SECTION 2.16).
None
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3.2. BUSINESS LOCATIONS OF BORROWER (SECTIONS 3.2, 3.6 AND 5.1.N.).
All locations are as follows: 605 South Loop 12
Irving, Texas 75060
3200 E. Randol Mill Road
Arlington, Texas 76011
3500 N.E. 28th Street
Ft. Worth, Texas 76111
3363 W. Northwest Hwy
Dallas, Texas 75220
5125 Ross Avenue
Dallas, Texas 75206
945 E. Jefferson Street
Dallas, Texas 75203
2751-2781 S. Garland Road
Garland, Texas 75041
1301 Jacksboro Highway
Fort Worth, Texas 76014
9751 Webbs Chapel (Payment Center)
Dallas, Texas 75220
5334 Ross Avenue (Payment Center)
Dallas, Texas 75206
5715 North Freeway
Houston, TX 77076
8011 Gulf Freeway
Houston, TX 77017
1280 S. Stemmons Freeway
Lewisville, TX 75067
4.4. ANNUAL FINANCIAL STATEMENTS (SECTION 4.4).
Annual consolidated audited financial statements, including
PAACO Automotive Group, Inc. and Premium Auto Acceptance
Corporation, shall be prepared by independent certified public
accountants, reasonably acceptable to Lender.
5.1. BORROWER'S TRADENAMES (WHETHER ONE OR MORE) (SECTION 5.1.B.)
PAACO
PAACO, Inc.
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6.3.A. LEVERAGE RATIO LIMIT (SECTION 6.3.A).
The term "Leverage Ratio Limit" shall mean 5.0 to 1.0.
6.3.B. MINIMUM NET INCOME (SECTION 6.3.B).
The Minimum Net Income shall be One Dollar ($1.00) for any
fiscal year of Borrower.
6.3.C. DISTRIBUTIONS LIMITATION (SECTION 6.3.C).
Maximum Distributions shall be seventy-five percent (75%) of
Net Income of the fiscal year of Borrower in which such
Distributions are made.
8.1. REIMBURSEMENT OF EXPENSES (SECTION 8.1).
None, except as otherwise set forth in the Loan Documents.
8.2. NOTICES (SECTION 8.2).
Lender: FINOVA Capital Corporation
(copy each office below with all notices)
CORPORATE FINANCE OFFICE:
FINOVA Capital Corporation
355 South Grand Avenue, Suite 2400
Los Angeles, CA 90071
Attn: John J. Bonano, Senior Vice President
Telephone: (213) 253-1600
Telecopy No.: (213) 625-0268
CORPORATE OFFICE:
FINOVA Capital Corporation
1850 N. Central Avenue
Phoenix, AZ 85077
Attn: Joseph R. D'Amore, Vice President - Group
Counsel
Telephone: (602) 207-4900
Telecopy No.: (602) 207-5543
REDISCOUNT FINANCE OFFICE:
FINOVA Capital Corporation
16633 Dallas Parkway, Suite 700
Addison, TX 75001
Attn: Dan Black (Account Executive)
Telephone: (972) 764-1100
Telecopy No.: (972) 764-1135
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Borrower: Premium Auto Acceptance Corporation
605 South Loop 12
Irving, Texas 75060
Telephone: (972) 445-2180
Telecopy No. (972) 445-2328
Borrower: PAACO Automotive Group, Inc.
605 South Loop 12
Irving, Texas 75060
Telephone: (972) 445-2180
Telecopy No.: (972) 445-2328
Guarantors: SC Holdings, Inc.
Smart Choice Automotive Group, Inc.
5200 S. Washington
Titusville, Florida 32780-7316
Telephone: 407-269-9680
Telecopy No.:407-264-0376
Guarantor: Crown Group, Inc.
4040 North MacArthur Blvd., Suite 1000
Irving, Texas 75038
Telephone: (972) 717-3423
Telecopy No.: (972) 719-4466
Attn: Edward R. McMurphy, President
with a copy to: T. J. Falgout, III, Executive
Vice President and General
Counsel
8.17. AGENT FOR SERVICE OF PROCESS (SECTION 8.17).
Edward R. McMurphy, whose address is 4040 North MacArthur
Blvd., Suite 1000, Irving, Texas 75038, with a copy to: T. J.
Falgout, III, Executive Vice President and General Counsel.
IN WITNESS WHEREOF, the parties have executed this Schedule on the day and
year first set forth above.
LENDER:
FINOVA CAPITAL CORPORATION,
a Delaware corporation
By:
, Vice President (Date)
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BORROWER:
PREMIUM AUTO ACCEPTANCE CORPORATION
By:
, President (Date)
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PAACO AUTOMOTIVE GROUP, INC.
By:
, President (Date)
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GUARANTORS:
Crown Group, Inc.
By:
, President (Date)
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SC HOLDINGS, INC.
By:
, President (Date)
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SMART CHOICE AUTOMOTIVE GROUP, INC.
By:
, President (Date)
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