Exhibit 10.1
AMENDMENT DATED APRIL 7, 2006
TO COMMERCIAL LOAN AND SECURITY AGREEMENT
THIS AMENDMENT DATED APRIL 7, 2006 TO COMMERCIAL LOAN AND SECURITY AGREEMENT
("Amendment") is effective as of April 7, 2006, and is by and between STANFORD
FINANCIAL GROUP COMPANY, a Florida corporation (the "Lender") and SUPERIOR
GALLERIES, INC., a Delaware corporation ("Borrower"), with reference to the
following facts:
R E C I T A L S
A. Pursuant to a Commercial Loan and Security Agreement originally
dated October 1, 2003, as amended as of March 29, 2005, Lender has provided
certain credit facilities to Borrower. Such Commercial Loan and Security
Agreement as amended to date, is referred to herein as the "Loan Agreement."
B. The maximum amount that can currently be borrowed under the Loan
Agreement is $10,000,000. The parties desire to increase the maximum amount that
may be borrowed under the Loan Agreement to $10,850,000.
A G R E E M E N T
NOW THEREFORE, in consideration of the foregoing recitals and the
agreements of the parties contained herein, the parties do hereby agree as
follows:
1. The parties agree that the maximum amount that may be borrowed under
the Loan Agreement is Ten Million Eight Hundred Fifty Thousand Dollars
($10,850,000). Accordingly, the first sentence of Section 1.1 of the Loan
Agreement is hereby amended to read in full as follows:
"Subject to all the terms and conditions of this Agreement, including
the preconditions to loan advances as herein provided and so long as
there exists no Event of Default nor any event which with the passage
of time, the giving of notice or both would constitute an Event of
Default, Lender will make available to the Borrower a revolving
Commercial Loan in the principal amount of Ten Million Eight Hundred
Fifty Thousand Dollars ($10,850,000) (referred to herein as the "Loan")
which Borrower shall use for borrowing against its inventory and
providing loans to Borrower's customers secured by collateral property
consigned to Borrower for auction or otherwise in Borrower's
possession, custody and control."
2. Consistent with Section 1 above, the Commercial Note originally
dated March 29, 2005 delivered by the Borrower to Lender under the Loan
Agreement as amended March 29, 2005 (the "Commercial Note") is hereby amended so
that the maximum amount thereof is Ten Million Eight Hundred Fifty Thousand
Dollars ($10,850.000). Accordingly, the first sentence of the first paragraph of
the Commercial Note is hereby amended to read in full as follows:
"FOR VALUE RECEIVED, ON DEMAND, the undersigned (hereinafter
referred to as "Maker"), promises to pay to the order of Stanford
Financial Group Company (hereinafter referred to as "Lender"), at its
office at 0000 Xxxxxxxxxx, Xxxxxxx, XX 00000 or at such other place as
the Lender shall from time to time designate in writing, ON DEMAND the
principal sum of TEN MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS AND
NO CENTS ($10,850,000.00) or such principal portion thereof as shall be
outstanding under the Commercial Loan Agreement dated October 1, 2003,
as amended to date, between Maker and Lender (the "Loan Agreement"),
with interest from the date hereof, computed on a 360-day year, on so
much of said principal sum as shall from time to time be outstanding,
at the daily average of the Prime Rate as reported in the Wall Street
Journal, together with all its reasonable costs, expenses and
attorney's fees incurred or charged in any action or proceeding for
collection of said debt or in any litigation arising from or concerning
said debt or in foreclosing or otherwise recovering on any mortgage or
security interest securing said debt or in protecting or sustaining the
lien and/or priority of any such mortgage or security interest."
3. Except as modified by Sections 1 and 2 above, all terms and
conditions of the Loan Agreement and the Commercial Note shall continue in full
force and effect.
4. This Amendment may be executed in two counterparts, which taken
together shall be deemed a single instrument. Executed copies of this Amendment
may be delivered by facsimile transmission.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the dates indicated opposite their names below.
BORROWER:
Dated: May 2, 2006 SUPERIOR GALLERIES, INC.,
a Delaware corporation
By: /s/ Xxxxxxx XxXxxxxx
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Xxxxxxx XxXxxxxx, Chairman
LENDER:
Dated: May 2, 2006 STANFORD FINANCIAL GROUP COMPANY,
a Florida corporation
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chief Financial Officer
