SCHEDULE TO
SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
BORROWER: FLORIDA FINANCE GROUP INC.
LIBERTY FINANCE COMPANY
FIRST CHOICE AUTO FINANCE, INC.
ADDRESS: 0000 X. XXXXXXXXXX
XXXXXXXXXX, XXXXXXX 00000-0000
BORROWER: SMART CHOICE RECEIVABLES HOLDING COMPANY
ADDRESS: P. O. XXX 00000
XXXXXXXXX, XXXXXX 00000
DATE: NOVEMBER 9, 1998
This Schedule to Second Amended and Restated Loan and Security Agreement
("Schedule") is executed in conjunction with a certain Second Amended and
Restated Loan and Security Agreement ("Agreement") of even date herewith, by and
between FINOVA Capital Corporation, as Lender, and the above Borrowers, as
Borrower. The terms and provisions of this Schedule shall supersede all prior
schedules. All references to Section numbers herein refer to Sections in the
Agreement.
1.A. BORROWERS (SECTION 1).
All references to "Borrower" in any and all Loan Documents shall mean all
Borrowers, as co-borrowers, jointly and severally, except as otherwise
specifically set forth herein:
Florida Finance Group, Inc. - "FFG" or "Lead Borrower"
Liberty Finance Company - "Liberty"
Smart Choice Receivables Holding Company - "Smart Choice Receivables"
First Choice Auto Finance, Inc. - "First Choice"
The term "Receivable Borrowers" shall mean FFG, Liberty and
Smart Choice Receivables.
The term "Inventory Borrower" shall mean First Choice.
1.13.A. MAXIMUM MILEAGE OF ELIGIBLE INVENTORY (SECTION 1.13)
The term "Maximum Mileage of Eligible Inventory" shall mean, with respect
to each item of Inventory, the actual mileage, according to the odometer of
the vehicle, eighty thousand (80,000) miles.
1.13.B. MAXIMUM AGE OF ELIGIBLE INVENTORY (SECTION 1.13)
The term "Maximum Age of Eligible Inventory" shall mean, with respect to
each item of Inventory, the number years from the year of determination to
the model year, eight (8) years.
1.13.C. MAXIMUM COST OF ELIGIBLE INVENTORY (SECTION 1.13)
The term "Maximum Cost of Eligible Inventory" shall mean, with respect to
each item of Inventory, the purchase price of such item of Inventory shall
be Six Thousand Dollars ($6,000.00). Only that portion of the purchase
price that exceeds Six Thousand Dollars ($6,000.00) shall be ineligible for
the purposes of determining availability.
1.13.D. MAXIMUM OWNERSHIP (SECTION 1.13)
The term "Maximum Ownership" shall mean one hundred twenty (120) days from
the date of the invoice that evidences the purchase of each vehicle of
Inventory by First Choice.
1.14.A. MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1.14).
The term "Maximum Amount of an Eligible Receivable" shall mean the sum of
Twenty Thousand Dollars ($20,000.00) remaining due thereon at any date of
determination.
1.14.B. MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1.14).
The "Maximum Term of an Eligible Receivable" shall be Forty-Eight (48)
months remaining until the due date of such Eligible Receivable at any date
of determination.
1.14.C. AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1.14.)
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 one (1) extension of the principal portion of a monthly payment
due on any Receivable within any twelve (12) month period that would allow such
Receivable to avoid 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 one (1) will not be used to delay or defer aging of such Receivable.
This extension exception shall be applicable to extensions granted on or after
November 9, 1998.
ELIGIBILITY TEST:
The term "Eligibility Test" shall mean the test to determine the eligibility of
a Receivable for the purposes of Section 1.14 hereof, that test, being as
follows: 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.
1.15 GUARANTOR (WHETHER ONE OR MORE) (SECTION 1.15)
SC Holdings, Inc.
Smart Choice Automotive Group, Inc. (formerly known as Xxxxxx Industries,
Inc.)
2.1.A. AMOUNT OF REVOLVING CREDIT LINE (SECTION 2.1):
The Amount of Revolving Credit Line shall be One Hundred Million Dollars
($100,000,000.00)
The Amount of the Inventory Credit Line shall be Ten Million Dollars
($10,000,000.00)
2.1.B. AVAILABILITY ON ELIGIBLE RECEIVABLES (SECTION 2.1):
The "Availability on Eligible Receivables" shall be an amount equal to,
with respect to all Eligible Receivables, on the date of determination, the
sum of the following:
(i) Sixty percent (60%) of the aggregate unmatured and unpaid amount
due to Borrower from the Account Debtor named thereon, including all
unearned finance charges, time price differentials, insurance fees,
discounts, holdbacks and other fees and charges pursuant to the
Eligible Receivables with an origination date on or before June 30,
1998;
(ii) Fifty-five percent (55%) of the aggregate unmatured and unpaid
amount due to Borrower from the Account Debtor named thereon,
including all unearned finance charges, time price differentials,
insurance fees, discounts, holdbacks and other fees and charges
pursuant to the Eligible Receivables with an origination date after
June 30, 1998.
Notwithstanding any provision contained in the Loan Documents to the
contrary, if for the twelve (12) calendar month period immediately prior to
any date of determination, the Collateral Recovery Rate is less than
seventy-two and one-half percent (72.50%), or if on any date of
determination, the Collateral Performance Percentage is greater than ten
percent (10.0%), then in either event, Lender, in its sole and absolute
discretion, may modify the Availability on Eligible advance percentage set
forth above.
2.1.C. AVAILABILITY ON ELIGIBLE INVENTORY (SECTION 2.1)
The "Availability on Eligible Inventory" shall be lesser of (i) the Amount
of the Inventory Credit Line, (ii) the aggregate amount with respect to all
Eligible Inventory of the lesser of (a) fifty percent (50%) of the invoice
cost (as evidence by a xxxx of sale or other documents evidencing the
purchase price of such Inventory, or (b) fifty percent (50%) of the "clean
value" Black Book (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 (a) if the effective rate of advance is greater than fifty
percent (50%) for the month of determination, plus two and one-half percent
(2.50%) per annum, (b) if the effective rate of advance is greater than
forty percent (40%) but equal to or less than fifty percent (50%), plus two
and one-quarter percent (2.25%), or (c) if the effective rate of advance,
for the month of determination, is equal to or less than forty percent
(40%), plus one and one-half percent (1.50%); or (ii) the Maximum Rate. For
the purpose of determining the Receivable Stated Rate, the term "effective
rate of advance" shall mean the daily average of the outstanding balance of
the Indebtedness for the calendar month immediately preceding the date of
determination, less the daily average outstanding balance of the
Indebtedness advanced to First Choice pursuant to the Inventory Credit
Facility for the same period, divided by the aggregate outstanding balance
of all Eligible Receivables on the date of determination.
The Inventory Stated Interest Rate shall be the lesser of (a) the Governing
Rate plus three percent (3.00%) per annum; or (b) the Maximum Rate.
2.3.B. MATURITY DATE (SECTION 2.3.C).
The primary term of this Agreement shall expire on December 31, 2001. 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 term of this Agreement. Notwithstanding the
foregoing, the Borrower's obligation pursuant to 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 as follows:
None.
2.14 TERMINATION FEE (SECTION 2.14).
The amount of the "Termination Fee shall be Three Million Dollars
($3,000,000.00).
3.2. BUSINESS LOCATIONS OF BORROWER (SECTIONS 3.2, 3.6 AND 5.1.N.).
All locations are as set forth on the attach List of Locations
5.1.B. BORROWER'S TRADENAMES (WHETHER ONE OR MORE)(SECTION 5.1.B.)
As set forth in List of Tradenames attached hereto
6.2.A. LEVERAGE RATIO LIMIT (SECTION 6.2.J).
None.
6.2.B. MINIMUM NET INCOME (SECTION 6.2.K).
The Minimum Net Income for each Borrower and Smart Choice Automotive Group,
Inc., other than Smart Choice Receivables Holdings, Inc., shall be at least
One Dollar ($1.00) in each fiscal quarter.
6.2.C. DISTRIBUTIONS LIMITATION (SECTION 6.2.L).
No Distributions without the prior written consent of Lender.
6.3.C. ANNUAL FINANCIAL STATEMENTS (SECTION 6.3).
Annual audited financial statements shall be prepared by independent
certified public accountants, reasonably acceptable to Lender.
8.1. REIMBURSEMENT OF EXPENSES (SECTION 8.1).
(i) Borrowers shall reimburse Lender an amount not to exceed Seven
Thousand Five Hundred Dollars ($7,500.00), for legal fees and expenses
incurred in the due diligence with respect to, negotiations,
preparation and closing of this Second Amended and Restated Loan and
Security Agreement and the other Loan Documents executed in connection
therewith.
(ii) Borrowers shall reimburse Lender an amount not to exceed Five Thousand
Dollars ($5,000.00) for audit fees on a quarterly basis.
9.1. NOTICES (SECTION 9.1).
Lender: FINOVA Capital Corporation
(copy each office below with all notices)
CORPORATE FINANCE OFFICE:
FINOVA Capital Corporation
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, Senior Vice President
Telephone: (000) 000-0000
Telecopy No.: (000) 000-0000
CORPORATE OFFICE:
FINOVA Capital Corporation
0000 X. Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. X'Xxxxx, Senior Counsel
Telephone: (000) 000-0000
Telecopy No.: (000) 000-0000
REDISCOUNT FINANCE OFFICE:
FINOVA Capital Corporation
00000 Xxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx (Account Executive)
Telephone: (000) 000-0000
Telecopy No.: (000) 000-0000
Borrower: Florida Finance Group, Inc.
Liberty Finance Company
First Choice Auto Finance, Inc.
0000 X. Xxxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
Telephone: 000-000-0000
Telecopy No.:000-000-0000
Borrower: Smart Choice Receivables Holding Company
P. O. Xxx 00000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy No.: (000) 000-0000
Guarantors: SC Holdings, Inc.
Smart Choice Automotive Group, Inc.
0000 X. Xxxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
Telephone: 000-000-0000
Telecopy No.:000-000-0000
9.16. AGENT FOR SERVICE OF PROCESS (SECTION 9.16).
Xxxx Xxxxx, whose address is 0000 X. Xxxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000-0000
(Agent)
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: /S/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx, Vice President (Date)
BORROWERS:
FLORIDA FINANCE GROUP INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, (Date)
Executive Vice President
LIBERTY FINANCE COMPANY
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, (Date)
Executive Vice President
SMART CHOICE RECEIVABLES HOLDING COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, (Date)
Executive Vice President
FIRST CHOICE AUTO FINANCE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, (Date)
Executive Vice President
SC HOLDINGS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, (Date)
Executive Vice President
SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, (Date)
Executive Vice President
