ALLONGE TO WARRANT TO
PURCHASE COMMON STOCK
This Allonge to Warrant to Purchase Common Stock (this "Allonge"),
made as of April 4, 1997, and delivered by TFC Enterprises, Inc., a Delaware
corporation (the "Company"), for the benefit of General Electric Capital
Corporation ("GECC") recites and provides as follows:
RECITALS:
A. THE Finance Company ("TFC"), a Virginia corporation and
subsidiary of the Company, and GECC entered into a certain Amended and Restated
Motor Vehicle Installment Contract Loan and Security Agreement, dated as of
December 20, 1996 (the "Loan Agreement") amending and restating the terms
governing the payment and performance of certain loans made by GECC to TFC.
B. As a condition of the Loan Agreement, the Company granted to GECC
the right to purchase from the Company 567,640 shares of common stock of the
Company, pursuant to a Warrant to Purchase Common Stock, dated as of December
20, 1996 (the "First Warrant").
C. TFC is currently in default under the Loan Agreement and
GECC has agreed to restructure the loans thereunder; as a result, TFC and GECC
executed Amendment No. 1, dated as of the date hereof (the "Amendment"), in
order to set forth the amended terms to the Loan Agreement.
D. In connection with the Amendment, the Company is
required to grant a warrant to GECC for additional shares of the Company's
common stock pursuant to that certain Warrant (No. 2) to Purchase Common Stock,
dated as of the date hereof (the "Second Warrant").
E. GECC and the Company agreed that the terms of the First Warrant
should be the same as the terms of the Second Warrant, and thus, the Company now
desires to execute and deliver this Allonge to GECC to amend the First Warrant.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company certifies, covenants and agrees as follows:
1. The Company consents to the terms of this Allonge for the benefit
of GECC and ratifies, reaffirms and reconfirms its obligations under the First
Warrant, except to the extent that such obligations are amended by this Allonge.
The Company certifies that there has been no adjustment in the Warrant Exercise
Price or the number of Warrant Shares (as both such terms are defined in the
First Warrant). This Allonge does not constitute a novation.
2. It is the intent of the Company and GECC that the exercise price
and the expiration date be amended effective as of the date hereof. Therefore,
the First Warrant is hereby amended by deleting the definitions of "Expiration
Date" and "Warrant Exercise Price" as set forth in Section 1 and substituting in
lieu thereof the following definitions of "Expiration Date" and "Warrant
Exercise Price":
"Expiration Date" means March 31, 2002.
"Warrant Exercise Price" shall initially be $1.00 per
share and shall be adjusted and readjusted from time to
time as provided in this Warrant.
3. Section 11 of the First Warrant is hereby deleted in its
entirety and a new Section 11 is substituted in lieu thereof as follows:
SECTION 11. Registration Rights. The initial
holder of this Warrant, and any assignee thereof, shall
have the registration rights with respect to the Warrant
Shares set forth in that certain Amended and Restated
Registration Rights Agreement, dated April 4, 1997, by
and between the Company and such initial holder, a copy
of which is attached hereto as Exhibit C.
4. Exhibit C to the First Warrant, containing the Registration
Rights Agreement between the Company and GECC, dated December 20, 1996, is
hereby deleted in its entirety and a new Exhibit C, as attached hereto,
containing the Amended and Restated Registration Rights Agreement between the
parties, dated as of the date hereof, shall be substituted in lieu thereof.
5. In all other respects, the terms of the First Warrant, except as
expressly modified hereby, are ratified and reaffirmed and shall remain in full
force and effect.
6. This Allonge shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and shall be governed by
the laws of the Commonwealth of Virginia.
7. This Allonge may be executed in any number of
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Allonge to be
executed by its duly authorized officers as of the date first written above.
TFC ENTERPRISES, INC.
By: _______________________
Its: _______________________
ATTEST:
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ACCEPTED AND AGREED:
GENERAL ELECTRIC CAPITAL CORPORATION
By: __________________________________
Its: __________________________________
Exhibit C
