AMENDMENT TO
PLEDGE AND SECURITY AGREEMENT
THIS AMENDMENT TO PLEDGE AND SECURITY AGREEMENT, made and entered into this
23rd day of January, 1998, by and between Smart Choice Automotive Group, Inc., a
Florida corporation ("Pledgor"), and Xxxxxxxx Inc., an Arkansas corporation
("Creditor"),
WITNESSETH:
WHEREAS, Pledgor and Creditor have entered into a Pledge and Security
Agreement dated as of September 30, 1997 (the "Pledge and Security Agreement");
WHEREAS, the Creditor is funding a loan to Xxxxxx Industries, Inc.
("Xxxxxx"), a subsidiary of the Pledgor, in the principal amount of $3 million
which will be evidenced by a Promissory Note of even date herewith (the
"$3,000,000 Note");
WHEREAS, the Pledgor and the Creditor intend for the Note to be secured
under the Pledge and Security Agreement;
NOW THEREFORE, in consideration of the premises and the agreements set
forth herein, the parties hereto agree as follows:
1. Obligations. Section 1.4 of the Pledge and Security Agreement is hereby
amended to provide in its entirety as follows:
1.4 "Obligations" - all present and future indebtedness and
other obligations owing to Creditor, pursuant to (a) that certain
Promissory Note (the "Note") dated October 3, 1997 by Xxxxxx to the
order of Creditor in the face principal amount of One Million Five
Hundred Thousand Dollars ($1,500,000), (b) that certain Promissory Note
(the "$3,000,000 Note") by Xxxxxx to the order of Creditor in the face
principal amount of Three Million Dollars ($3,000,000), (c) this
Agreement, (d) that certain Guaranty Agreement dated September 30, 1997
from Pledgor to Creditor (the "Guaranty"), as amended by that certain
Amendment to Guaranty Agreement from Pledgor to Creditor, (e) that
certain Security Agreement dated September 30, 1997 from Xxxxxx to
Creditor, as amended by that certain Amendment to Security Agreement
from Xxxxxx to Creditor (the "Xxxxxx Security Agreement"), or (f) or
any of them, and all present and future indebtedness and other
obligations owing by Pledgor to Creditor or guaranteed to Creditor by
Pledgor in connection with the Note or the $3,000,000 Note, whether or
not for the payment of money, whether or not evidenced by any note or
other instrument, whether direct or indirect, absolute or contingent,
due or to become due, joint or several, primary or secondary,
liquidated or unliquidated, secured or unsecured, whether arising
before, during, or after the commencement of any case with respect to
Borrower or Pledgor under the United States Bankruptcy Code of any
similar statute, including interest, fees, charges, expenses, and
attorneys' fees chargeable to Pledgor or incurred by Creditor in
connection with this Agreement and/or the transaction(s) related
thereto.
The term "Note" in the Pledge and Security Agreement shall include the
$3,000,000 Note.
2. Representations and Warranties. The representations and warranties set
forth in the Pledge and Security Agreement are true and correct as of the date
hereof as if made on the date hereof.
3. Effect of Amendment. Except as amended hereby, the Pledge and Security
Agreement shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
PLEDGOR:
SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /s/ Xxxxx Xxxx Xxxxxxxxxx, Jr.
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Title: Vice President
CREDITOR:
XXXXXXXX INC.
By: /s/ Xxxx Xxxxxxxx
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Title: Chief Operating Officer
