EXHIBIT 6.8
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LOAN, SECURITY AND SERVICE AGREEMENT
Loan, Security and Service Agreement ("Agreement") made this 12th day
of December, 1996 between STERLING FINANCIAL SERVICES CO. ("Lender"), having an
address at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 and EASY MONEY OF VIRGINIA,
INC., EASY MONEY OF TN, INC., EASY MONEY OF NEVADA, INC., EASY MONEY OF
MARYLAND, INC., GULF INVESTMENT GROUP, INC., EASY MONEY OF LOUISIANA, INC., LONE
STAR ENDEAVORS, INC., EASY MONEY OF CALIFORNIA, INC., EASY MONEY OF UTAH, INC.
and EASY MONEY OF KENTUCKY, INC., individually and collectively referred to as
("Borrower"). All are corporations having their principal place of business at
0000 Xxxxxxxxx Xxxx, Xxxxxxxx Xxxxx, XX 00000.
RECITAL
Borrower desires to obtain loans from Lender from time to time on a
secured basis, and Lender has agreed to do so, subject to and upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the Recital and the mutual
covenants herein contained, Lender and Borrower agree as follows:
1. REVOLVING LOAN
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1.1 Amount of Revolving Loan.
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(a) During the term of this Agreement, provided there has
not occurred an Event of Default hereunder (as hereinafter defined) or an event
which, with the giving of notice or the lapse of time, or both, would become an
Event of Default hereunder, Lender will provide in its sole and absolute
discretion, at one time or from time to time, at the request of Borrower, loans
to Borrower on a revolving basis (the "Revolving Loan") in an aggregate amount
up to Borrower's Advance Limit (as hereinafter defined) from time to time in
effect, which Revolving Loan shall be payable at the earlier of (i) fifteen (15)
calendar days from demand by Lender or (ii) such other time as provided in this
Agreement. If the outstanding amount of the Revolving Loan shall exceed the
Advance Limit at any time, such excess shall be deemed secured by the
"Collateral" (as hereinafter defined) and shall be subject to the terms of this
Agreement.
(b)(i) Definition of Advance Limit. The term "Advance
Limit" shall mean the amount of the Revolving Loan which the Lender may, in its
sole and absolute discretion, from time to time make to Borrower, up to the
lesser of Three Hundred Thousand Dollars ($300,000) or 20% of the amount of the
Borrowers "Eligible Receivables" (as hereinafter defined).
(ii) Lender shall have the right, from time to time, in
its sole and absolute discretion, to increase or decrease the amount of the
Advance Limit; and the Revolving Loan advanced on the basis thereof shall
nevertheless be secured by the Collateral and subject to the terms of this
Agreement.
(iii) If at any time the Obligations (as hereinafter
defined) exceed the dollar amount specified in section 1. 1 (b)(i) above or if
the ratio of Eligible Receivables (as hereinafter defined) exceeds the
percentage specified in section 1. 1 (b)(i) above, Borrower shall, upon
notification of such fact by Lender, forthwith pay to Lender such amount as will
reduce the Obligations to the foregoing dollar amount or percentage of Eligible
Receivables.
(c) Definitions of "Receivables," "Eligible Receivables,"
"Goods," "Military Allotment Accounts," "Account Debtor," and "Military Account
Debtor".
(i) The term "Receivables" shall mean all accounts,
accounts receivable, contract rights, chattel paper, and general intangibles as
defined in the Uniform Commercial Code of New York or of such other state the
law of which may be applicable, and, in addition, any and all obligations of any
kind at any time due and/or owing to Borrower and all rights of Borrower to
receive payment or any other consideration, including without limitation,
consumer obligations, consumer installment contracts, revolving credit
obligations and agreements, invoices, contract rights, choses-in-action, notes,
drafts, acceptances, instruments, and all other debts, obligations and
liabilities in whatever form owing to Borrower from any person, firm,
governmental or taxing authority, corporation or any other entity, including
intercompany accounts and notes receivable, all documents, contracts, invoices
and instruments evidencing or constituting the same, all security therefor, and
all Borrower's rights to goods, sold or unsold (whether delivered, undelivered,
in transit, returned, rejected by, or repossessed from customers), which may be
represented thereby, whether now existing or hereafter arising, together with
all proceeds and products of any and all of the foregoing. Receivables shall
include any of the foregoing now existing or hereafter created by Borrower or
acquired by Borrower from others.
(ii) The term "Eligible Receivables" shall mean the
Receivables (a) as to which Borrower has furnished to Lender adequate
information at such times and in such form as has been or, from time to time may
be requested by Lender to permit Lender to accept the Receivable as an Eligible
Receivable, and (b) which meet all of the following criteria on the origination
date of the said Receivables and continuing thereafter until collected, and (c)
which are in all other respects acceptable to Lender in its sole and
unrestricted discretion:
(a) Borrower is the sole owner of the Receivables,
and has not sold, assigned, mortgaged or hypothecated, nor released from
Lender's security interest, all or any portion thereof, nor are they subject to
any claim, lien or security interest of any persons or entities, including
without limitation the United States of America, any state, city, town, county,
or other local governing unit, or any agencies, authorities, or
instrumentalities thereof, except as disclosed on Schedule 5 annexed hereto and
made part hereof;
(b) The Receivables shall be valid and legally
enforceable, owing to Borrower for the performance of services or the sale of
goods arising in the ordinary course of business, whether by Borrower or by
others, for which Borrower has delivered, or,
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at the time of origination of the said Receivables, if required by Lender, will
deliver to Lender invoices, xxxxxxxx and shipping documents and other documents
evidencing the obligation to pay the Receivables;
(c) No financing statement covering any Receivables
or the proceeds thereof is on file in any public office except in favor of
Lender, and neither Borrower nor Lender has received any notice of any proposed
acquisition of a Receivable or security interest therein, except as disclosed in
Schedule 5 annexed hereto and made part hereof;
(d) The Account Debtors (as hereinafter defined)
obligated thereon shall remain less than one payment contractually delinquent.
(e) The Receivables are not subject to any offsets,
credits, allowances, counterclaims or adjustments due the Account Debtor except
usual and customary prompt payment discounts, nor has the Account Debtor
returned the goods or indicated any dispute or complaint concerning the goods;
(f) Borrower has not received any notice, nor has it
any knowledge of any facts, which adversely affect the credit of the account
debtor, and
(g) Lender has not notified Borrower that either the
Receivable or the Account Debtor is not an Eligible Receivable.
(iii) The term "Goods" shall mean, in addition to the
definition thereof contained in the Uniform Commercial Code of the State of New
York, consumer goods, machinery and equipment, furniture, furnishings and
fixtures, farm products and inventory (including without limitation, all goods
intended for sale or lease, or to be furnished under contracts of service, work
in process and raw materials, and all materials and supplies of every nature
used or usable in connection with the packing, shipping, advertising, selling,
leasing for furnishing of such goods), all substitutions, accretions, component
parts, replacement parts, replacement thereof and additions thereto, as well as
all accessories, motors, engines, auxiliary parts used in connection with or
attached thereto and any packing material in which such Goods may be contained,
now owned or hereafter created or acquired and wherever located;
(iv) The term "Military Allotment Account" shall mean an
account maintained in a depository institution by a Military Account Debtor (as
hereinafter defined) which account (a) is funded by a payroll allotment
initiated by the Military Account Debtor to provide for the direct deposit, out
of such Military Account Debtors payroll, of an amount sufficient to meet the
Military Account Debtor's monthly obligation to Borrower, and (b) is subject to
a debit authorization executed by the Military Account Debtor in favor of
Borrower or Lender for the amount of the Military Account Debtors monthly
payment obligation.
(v) The term "Account Debtor shall mean a person (other
than Borrower or a guarantor of the Obligations of Borrower) who is obligated on
a Receivable.
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(vi) The term "Military Account Debtor" shall mean an
Account Debtor who is a member of the United States Armed Forces and whose
remaining enlistment term in the armed forces exceeds the term of said Account
Debtors obligations to Borrower on the date such obligations are incurred.
1.2 Interest Rate. The Revolving Loan shall bear interest
during each calendar month at a fluctuating interest rate per annum equal at all
times to the greater of Seventeen percent (17%) or Ten percentage points (10%)
above the Base Rate (as hereinafter defined) of interest in effect from time to
time, each change in such fluctuating rate to take effect simultaneously with
the corresponding change in such Base Rate, without notice to Borrower. In no
event shall the interest be higher than the maximum lawful rate. Interest shall
be calculated on a daily basis upon the unpaid balance with each day
representing 1/360th of a year.
1.3 Base Rate. For the purposes of this Agreement, the "Base
Rate" is the base rate of interest announced from time to time by Sterling
National Bank . The "Base Rate" in effect as of the date of this Agreement is
8.25%.
1.4 Payment of Interest. Lender shall send Borrower an invoice
for interest on the Revolving Loan at the end of each calendar month. Interest
shall be due and payable upon Borrowers receipt of said invoice. Any failure or
delay by Lender in presenting invoices for interest payments shall not discharge
or relieve Borrower of the obligation to make such interest payments. Lender
may, at its option compute the interest due from Borrower and (a) debit
Borrower's account with Lender for the amount of interest due, or (b) add the
amount of interest due to the Revolving Loan balance as of the last day of the
preceding month, or at any time thereafter, and said interest shall become part
of the principal balance owing.
1.5 Omitted.
2. SECURITY INTEREST
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2.1 Security Interest.
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(a) As collateral security for (i) the due and punctual
payment of the Revolving Loan, all interest thereon, and any and all extensions,
renewals, substitutions and changes in form thereof; (ii) all Obligations (as
hereinafter defined); and (iii) all costs and expenses incurred or paid by
Lender to enforce its rights pursuant to this Agreement, the Relevant Documents
(as hereinafter defined) or otherwise (including without limitation outside or
in-house attorneys' fees), Borrower hereby pledges, transfers, assigns, sets
over and grants to Lender a first priority and continuing security interest in
the Collateral (as hereinafter defined) wherever located and whether now
existing or hereafter created or acquired by Borrower, except as may be set
forth on Schedule 5 annexed hereto and made part hereof.
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(b) Lender shall be under no obligation to proceed against
any or all of the Collateral before proceeding to collect the Revolving Loan and
Obligations directly from Borrower or any guarantor of Borrower.
2.2 Continuation of Security Interest. The security interest
granted in this Agreement shall continue in full force and effect until the
Borrower has fully paid and discharged all of the sums referred to in Subsection
2.1 (a) hereof and until this Agreement is terminated.
2.3 Definitions of "Obligations", Relevant Documents" and
"Collateral".
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(a) The term "Obligations" shall mean all indebtedness,
obligations, liabilities, and agreements of every kind and nature of Borrower to
or with Lender (including but not limited to the Revolving Loan) and to or with
any affiliate of Lender, or of any guarantor of Borrower's indebtedness,
obligations, liabilities and agreements to or with Lender, or to, or with any
affiliate of Lender, now existing or hereafter arising or acquired, and now or
hereafter contemplated, pursuant to this Agreement, the Relevant Documents (as
hereinafter defined) or otherwise, whether in the form of financing, letters of
credit, bankers acceptances, guarantees, loans, interest, charges, overdrafts,
expenses or otherwise, direct or indirect including without limitation any
participation or interest of Lender or of an affiliate of Lender in any
obligations of Borrower to others, acquired outright, conditionally or as
collateral security from another, absolute or contingent, joint or several,
matured or unmatured, primary or secondary, due or to become due, liquidated or
unliquidated, secured or unsecured, arising by operation of law or otherwise,
including without limitation any future advances, renewals, extensions or
changes in form of, or substitutions for, any of said indebtedness, obligations
or liabilities, the other sums and charges to be paid to Lender pursuant to any
other sections of this Agreement, and all interest and late charges on any of
the foregoing. "Obligations" shall further include all charges and fees that
Lender may have incurred in filing public notices and any local taxes relating
thereto, all costs and expenses (including outside or in-house attorneys fees)
incurred by Lender in efforts made to enforce payment or to otherwise effect
collection of any Receivables, in protecting, maintaining, preserving, enforcing
or foreclosing the pledge, lien and security interest in Receivables of Lender
hereunder, and in defending or prosecuting any actions or proceedings arising
out of or relating to Lender's transactions with Borrower, through judicial
proceedings or otherwise, all of which Borrower agrees to pay as provided
herein. If the Lender shall become liable to the United States of America in
relation to wages of employees of Borrower by virtue of Section 3505 of the
Internal Revenue Code of 1954 (as added by Section 105 of the Federal Tax Lien
Act of 1966), whether or not such amount has been paid by Lender, such amount
shall be an Obligation by Borrower to Lender hereunder. Borrower authorizes
Lender to pay any such amount to the United States of America on behalf of
Borrower, but Lender shall not be obligated to do so or continue to do so.
Borrower authorizes Lender to pay to any landlord on behalf of Borrower the
amount of any statutory landlord's lien on premises on which or in the contents
of which Lender has an interest.
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(b) The term "Relevant Documents" shall mean any and all
documents and instruments now or hereafter executed or delivered by Borrower or
any guarantor of Borrower to Lender pursuant or incident to this Agreement or
otherwise.
(c) The term "Collateral" shall mean the following,
whether now or hereafter existing or created or now or hereafter acquired by
Borrower
(i) The Borrower's Receivables, as defined herein;
(ii) The Borrower's Goods, as defined herein;
(iii) Any claims of Borrower against third parties
for payment of any Receivable or for loss or damage thereto, or destruction
thereof, and all documents of title, insurance policies, certificates of
insurance, insurance proceeds, securities, chattel paper, and other documents
and instruments evidencing or pertaining to any of the foregoing; and all files,
correspondence, computer programs, tapes, discs and related data processing
software owned by Borrower, or in which Borrower has an interest, which contain
information identifying, referring to or relating to any one or more of the
items referred to in this Section 2.3(c), or to any account debtor, which
information shows the amounts owed by each, payments made thereon, or otherwise
is necessary or helpful in the realization thereon or the collection thereof;
(iv) Any and all moneys, securities, drafts, notes,
items, contract rights, leases, personal property and general intangibles
(including, without limitation, all customer lists, credit files, supplier
lists, catalogs, formulations, manufacturing procedures, quality control
procedures, product specifications, sales materials, records and service marks,
brand names, patents, patent rights, patent applications, corporate names,
franchises, copyrights, licenses, permits, processes, trademarks, trademark
rights, trade names, trade name rights, trade styles, and trade secrets,
together with the goodwill of Borrower thereby represented);
(v) All other property of Borrower, now or
hereafter held or received by or in transit to Lender from or for Borrower, or
which may now or hereafter be in the possession of Lender, or as to which Lender
may now or hereafter control possession, by documents of title or otherwise,
whether for safekeeping, custody, pledge, transmission, collection or otherwise,
and any and all deposits, general or special, balances, sums, proceeds and
credits of Borrower, on the books of Lender or on the books of any affiliate of
Lender, and all rights and remedies which the Borrower might exercise with
respect to any of the foregoing but for the execution of this Agreement;
(vi) All renewals, substitutions, profits,
accessions, accessories, replacements, additions, proceeds and products of, to
or for the Collateral, including without limitation, the proceeds of any
Receivable, without regard to whether it is an Eligible Receivable; and
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(vii) All property securing the obligations of any
guarantor of the Borrower.
2.4 Further Assurances. Borrower shall take such steps and
execute and deliver such financing statements and other documents all in form
and substance satisfactory to Lender relating to the creation, validity,
assignment or perfection of the security interests provided for herein, under
the Uniform Commercial Code or other laws of the State of New York or of another
state or states as Lender may from time to time request. Borrower hereby
constitutes Lender and each of its officers, agents or designees as Borrower's
Attorney in Fact, with power to execute in Borrower's name and well as in
Lenders name and to file such financing statements and other documents. This
power, being coupled with an interest, is irrevocable while any Obligations
shall remain unpaid. Borrower authorizes Lender to file in its own name as
secured party any financing statement under the Uniform Commercial Code which
Lender deems necessary or advisable to perfect the security interest which it is
intended that Lender have under this Agreement.
2.5 Delivery of Collateral. Upon written notice to Borrower,
Borrower shall, at its expense promptly deliver any or all Collateral not
otherwise in the possession or control of Lender to such place as Lender may
designate.
3. REPRESENTATIONS AND WARRANTIES
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Borrower, knowing and intending that Lender shall rely thereon in
making the loans contemplated by this Agreement, hereby represents, covenants
and warrants to Lender (which representations, covenants and warranties shall be
deemed to be incorporated by reference in each confirmatory assignment submitted
by Borrower to Lender and shall in any event be deemed to be repeated and
confirmed with respect to each Receivable as it is created or otherwise acquired
by Borrower) that:
3.1 Organization and Qualification.
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(a) Borrower is and will continue to be duly organized and
validly existing and in good standing under the laws of the State in which
Borrower is incorporated, and is and will continue to be qualified and in good
standing in all jurisdictions wherein the character of the property owned or the
nature of the business transacted by Borrower makes licensing or qualification
as a foreign entity necessary.
(b) A true, accurate and complete copy of Borrower's valid
resolution authorizing the transactions contemplated herein, and Borrower's
certificate of incorporation and by-laws all as in effect on the date hereof and
certified by the Secretary of the Borrower, has been delivered to Lender.
3.2 Due Authorization; No Default; Compliance with Law.
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(a) The execution, delivery and performance by Borrower of
this Agreement and the Relevant Documents have been duly authorized by all
necessary action on the part of Borrower; are not inconsistent with its
certificate of incorporation, by-laws and other governing documents; do not
contravene any law, governmental rule, regulation or order applicable to
Borrower; and do not and will not contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other instrument or any
order, writ, injunction or decree to which Borrower is a party or by which it or
its properties or assets are bound.
(b) This Agreement and the Relevant Documents, upon their
execution and delivery will constitute the legal, valid and binding agreements
of Borrower, enforceable in accordance with their terms.
(c) Borrower's conduct of its business, and all documents
and procedures used by Borrower in the conduct of its business, comply in all
respects with any and all federal, state or local laws and regulations
applicable thereto. At Lender's request, Borrower shall provide to Lender an
opinion letter from counsel in each jurisdiction where Borrower enters into
retail installment contracts for which payment is made, that such contract and
method of payment are valid and enforceable, and do not violate any federal,
state or local laws or regulations. The substance of each opinion letter shall
be satisfactory to Lender's counsel in its sole discretion.
3.3 No Governmental Consent Necessary No consent or approval
of, giving of notice to, registration with or taking of any other action in
respect of, any governmental authority or agency is required with respect to the
execution, delivery and performance by Borrower of this Agreement and the
Relevant Documents.
3.4 No Proceedings. There are no actions, suits, or
proceedings pending or threatened against or affecting Borrower in any court or
before any governmental commission, board or authority.
3.5 Financial Statements.
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(a) Subject to any limitation stated therein, all balance
sheets, income statements and other financial data which have been or shall
hereafter be furnished to Lender to induce it to enter into this Agreement, and
to continue to provide financing under this Agreement or otherwise in connection
herewith, now do and hereafter will truly and accurately represent the financial
condition of Borrower as at the respective dates thereof and the results of its
operations for the periods for which the same are furnished to Lender. All other
information, reports and other papers and data furnished to Lender are, or will
be at the time the same are so furnished, true, accurate and complete in all
material respects. All such financial statements and other information have been
prepared, or will have been prepared at the time of issuance, in accordance with
generally accepted accounting principles consistently applied during all periods
by certified public accountants acceptable to Lender.
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(b) Except as shown on the most recent financial
statements which have been delivered to Lender and as set forth on Schedule 1
attached hereto and made part hereof, Borrower and any guarantors of Borrower
have no other liabilities as of the date hereof.
3.6 Borrower's Solvency; Changes in Financial Condition.
Borrower and all guarantors of Borrowers Obligations are solvent and will remain
so and have induced Lender to make advances hereunder upon the written
representations of Borrower and the guarantors of Borrowers concerning their
financial responsibility, which they agree to renew in writing to Lender upon
request from time to time, but in any event not less than once each year. No
federal tax lien has been assessed against Borrower or a guarantor of Borrower
which remains unpaid and undischarged. Borrower is not and will not be during
the term of this Agreement in default to the United States of America or to any
state in payment or deposit of any withholding taxes or F.I.C.A. taxes, and will
furnish proof in respect thereto on request. There has been no material change
in the financial condition of Borrower or of any guarantor of Borrower since the
date of their last financial statements which have been delivered to Lender and
are listed on Schedule 1 attached hereto and made part hereof.
3.7 Receivables.
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(a) Any list or schedule of Receivables delivered by
Borrower to Lender at any time shall be complete and shall contain an accurate
aging of the Receivables listed.
(b) At the time any Receivable becomes subject to a
security interest in favor of Lender Said Receivable shall be a good and valid
account representing an undisputed, unconditional bona fide indebtedness
incurred by the Account Debtor named therein for merchandise sold and delivered,
or if so indicated in the papers delivered to Lender, sold and shipped, or sold
and held subject to delivery instructions, or for services theretofore fully
performed by the Borrower for said Account Debtor. There are and shall be no
set-offs or counterclaims or rights of recoupment against any such Receivable;
no agreement under which any deduction or discount may be claimed shall have
been made with Borrower on any such Receivable except as indicated in a written
list, statement, or invoice furnished to Lender; and Borrower shall be the
lawful owner of each such Receivable and shall have the right to subject the
same to a first and prior security interest in favor of Lender, without
limitation by any agreement or document to which Borrower is a party or by which
it is bound. No such Receivable shall have been or shall thereafter be sold,
assigned or transferred to any person other than Lender or in any way encumbered
except to Lender and no other person shall have proceeds claims thereto, and the
Borrower shall defend the same against the claims and demands of all persons.
(c) All statements made and all unpaid balances appearing
in the invoices, documents and instruments representing or constituting any
Receivable or in the title retention or security agreement accompanying such
Receivable, and the nature of the transaction as indicated, are true and correct
and are in all respects what they purport to be. All signatures and endorsements
appearing thereon are genuine and all signatories and endorsers have full
capacity to contract.
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3.8 Value of Goods. Borrowers Goods now are and shall continue
to be usable or saleable in the ordinary course of its business. Obsolete Goods,
Goods below standard quality and Goods in the process of repair have been
written down to realizable market value on Borrowers balance sheet, or adequate
reserves have been provided therefor, and the values carried on the balance
sheet are set at the lower of cost or market, in accordance with generally
accepted accounting principles consistently applied.
3.9 Taxes and Assessments. Borrower has paid and discharged
when due, and shall continue to pay and discharge when due, all taxes,
assessments and other governmental charges which may lawfully be levied or
assessed upon its income and profits, or upon all or any portion of any property
belonging to it, whether real, personal or mixed, to the extent that such taxes,
assessments and other charges have become due. Borrower has filed all tax
returns, federal, state, and local, and all related information, required to be
filed by it.
3.10 Location of Collateral. Schedule 2 to this Agreement
accurately lists (a) all lessors of property leased by Borrower; (b) all
mortgagees of property owned by Borrower; and (c) all premises where Collateral
is or will be located. Borrower will not remove any Collateral, or cause or
suffer any Collateral to be removed, from the premises listed on Schedule 2
except in the ordinary course of Borrower's business or with Lender's prior
written consent.
3.11 Other Liens. Borrower has good and marketable title to and
owns all of the Collateral free and clear of any and all liens, encumbrances or
security interests whatsoever, except (i) those encumbrances created pursuant to
this Agreement; and (ii) those encumbrances set forth on Schedule 5 annexed
hereto and made part hereof. None of the Collateral is subject to any
prohibition against encumbering, pledging, hypothecating or assigning the same
or requires notice or consent pursuant to Borrower's doing of the same to
Lender.
3.12 Books and Records. Borrower maintains its books and
records at the address set forth in Schedule 4 annexed hereto and made part
hereof.
3.13 Representations, Covenants, Warranties, and Statements
True, Accurate and Complete.
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(a) None of the representations, covenants, warranties
or statements made to Lender in, or in connection with, this Agreement or the
transactions contemplated thereby, contains or will contain any untrue statement
of a material fact, or omits or will omit to state a material fact necessary in
order to make such statements true and correct in light of the circumstances in
which they are or will be made.
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(b) All representations, covenants, warranties,
representations, and statements made herein or in the Relevant Documents by
Borrower are, and will be true, and accurate at all times.
3.14 Names; Locations of Offices. Schedule 4 annexed hereto and
made part hereof sets forth a complete and accurate list of:
(a) All names by which Borrower now is known or under
which Borrower now is conducting business, including without limitation, all
trade names, and all names by which Borrower has been known or under which
Borrower has conducted business during the past ten years, including without
limitation, all trade names; and
(b) All offices and locations from which Borrower
conducts any of its business or operations and its chief executive office if it
has more than one place of business.
4. AFFIRMATIVE COVENANTS
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Borrower covenants and agrees that it will pay all Obligations
when due. Until payment in full of all Obligations and the termination of this
Agreement, Borrower covenants and agrees that it will:
4.1 Notify Lender. Promptly notify Lender if any one or more
of the representations and warranties made by Borrower in this Agreement or in
any Related Documents shall no longer be entirely true, accurate and complete or
upon the occurrence of an Event of Default (as hereinafter defined).
4.2 Pay Taxes and Liabilities; Comply with Agreements.
Promptly pay when due all indebtedness, sums and liabilities of any kind now or
hereafter owing by Borrower to any party however created, incurred, evidenced,
acquired, arising or payable, including income and excise taxes with respect to
any of the Collateral, or any wages or salaries paid or payable by Borrower or
otherwise.
4.3 Observe Covenants etc. Observe, perform and comply with
the covenants, terms and conditions of this Agreement, the Relevant Documents
and any other agreement or document entered into between Borrower and Lender or
any affiliate of Lender.
4.4 Maintain Corporate Existence and Qualifications. Maintain
and preserve, in full force and effect, its existence and rights, franchises,
licenses and qualifications necessary to continue its business, and comply with
all applicable statutes, rules and regulations pertaining to the operation,
conduct and maintenance of its existence and business.
4.5 Information and Documents to be Furnished to Lender.
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(a) Borrower shall notify Lender if any Receivable
includes any tax due to any governmental taxing authority. If a Receivable
includes a charge for any tax
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payable to any governmental taxing authority, Lender is authorized, in its
discretion, to pay the amount thereof for the account of Borrower and to charge
the amount of such payment to the Revolving Loan.
(b) Lender shall have the right at any time and from time
to time to request from obligors indebted on Receivables, in the name of
Borrower or in the name of Lenders or Borrowers accountants, information
concerning any Receivable and the amounts owing thereon. Borrower agrees to
maintain books and records pertaining to Collateral in such detail, form, and
scope as Lender shall require and to promptly notify Lender of any change of
name or address of Borrower or of the legal entity of Borrower, or of the
partnership structure of the Borrower or of the location of Collateral. Borrower
shall xxxx Borrowees ledger cards, books of account and other records relating
to Collateral with appropriate notations satisfactory to Lender disclosing that
they are subject to Lenders security interest. All records, ledger sheets,
correspondence, invoices, delivery receipts, documents and instruments relating
to Collateral shall be delivered to Lender, and until delivered to Lender, be
kept by Borrower, without cost to Lender, in appropriate containers and in safe
places at the same locations as they were located at the time this Agreement is
entered into and shall bear suitable legends identifying them as being under
Lender's dominion and control. Lender shall at all reasonable times have full
access to and the right to audit any and all of Borrower's books and records,
including but not limited to books and records pertaining to Collateral and
including all files and correspondence with creditors and customers and to
confirm and verify the amounts owing on Receivables and the value and
collectibility of other Collateral and to do whatever else Lender reasonably may
deem necessary to protect its interest.
(c) Borrower hereby irrevocably authorizes and directs all
accountants and auditors employed or engaged by Borrower at any time during the
term of this Agreement and all data processing centers or other persons holding
materials herein mentioned relating to Borrower to exhibit to Lender and to
deliver to it copies of any of Borrower's financial statements, trial balances
or other accounting records of any sort in their possession, or data processing
cards, disks, tapes, programs, tabulating runs, or similar material and to
disclose to Lender any information they may have concerning Borrower's financial
status and business operations, whether relating to Receivables or otherwise,
and authorizes Lender to rely thereon. Borrower will at the request of Lender
execute confirmatory letters of direction in accordance with this paragraph.
(d) Borrower shall furnish confirmatory assignments and
schedules of Collateral to Lender with each transmittal of Collateral at the
time the initial Revolving Loan is made hereunder and from time to time
thereafter, or as requested by Lender, in form and substance satisfactory to
Lender, confirming Lender's continuing security interest in all present and
future Collateral owned by Borrower, and together with each such confirmatory
assignment and schedule to deliver to Lender the original consumer obligations,
consumer contracts, revolving credit obligations, notes, chattel paper,
evidences of indebtedness, leases, mortgages, certificates of title and such
other instruments, contracts and documents evidencing, constituting or relating
to Collateral or any security therefor as Lender may request, all of which shall
bear or be accompanied by such endorsements, signatures, transfers or
12
specific assignments as Lender shall require. Lender or any of Lender's agents
or employees may, in the name and on behalf of Borrower execute any missing
endorsements, signature, transfer or assignment or correct any defects therein,
and Borrower hereby appoints Lender and any of agents or employees as
attorneys-in-fact for Borrower to do any of the foregoing. To the extent such
information is not otherwise known or available to Lender, Borrower agrees to
furnish to Lender from time to time such reports in such detail and in such form
as is satisfactory to Lender showing the amount of the outstanding Collateral,
the amounts collected thereon, and such other information relating to Collateral
as Lender may require. Borrower agrees to cause each of its present and future
subsidiaries, if any, to execute such confirmatory assignments and schedules and
to deliver such instruments and to furnish such reports relating to any and all
Collateral in the same manner and with the same frequency as is required of
Borrower under this Agreement.
(e) Borrower agrees to furnish to Lender the following:
(i) Annual Financial Statements. As soon as
delivered to any other creditor or regulatory body, but in no event later than
one hundred twenty (120) days after the end of each fiscal year, its balance
sheet as at the end of such year, and its statement of income and retained
earnings for such fiscal year, all in reasonable detail, all prepared in
accordance with generally accepted accounting principles consistently applied,
and all audited by independent certified public accountants whose opinion
thereon shall be unqualified. The certified public accountants shall be of
recognized standing selected by Borrower and satisfactory to Lender.
(ii) Semiannual Financial Statements. As soon as
delivered to any other creditor or regulatory body, but in no event later than
ninety (90) days after the first six months of each fiscal year, its balance
sheet as at the end of that six month period, and its statement of income and
retained earnings for that period, all in reasonable detail, all prepared in
accordance with generally accepted accounting principles consistently applied,
and all reviewed without qualification by independent certified public
accountants of recognized standing selected by Borrower and satisfactory to
Lender.
(iii) Quarterly Financial Statements. As soon as
delivered to any other creditor or regulatory body, but in no event later than
sixty (60) days after the end of each of its first, second and third fiscal
quarters, its balance sheet as at the end of each such period and its cumulative
statement of income for the applicable three, six or nine month period ended on
the date of such balance sheet, all in reasonable detail, all prepared in
accordance with generally accepted accounting principles consistently applied,
compiled by independent certified public accountants and certified by the
Borrowers chief executive and chief financial officers. The certified public
accountants shall be of recognized standing selected by Borrower and
satisfactory to Lender.
(iv) Monthly Financial Statements. As soon as
delivered to any other creditor or regulatory body, but in no event later than
forty-five (45) days after the end of each month except those months which are
the last months of the fiscal periods referred to in (i)
13
through (iii) above, its balance sheet as at the end of such month and its
cumulative statement of income and retained earnings for the period beginning on
the first day of its fiscal year and ended on the date of such balance sheet,
all in reasonable detail and certified by Borrowers chief executive and chief
financial officers.
4.6 Collections.
-----------
(a) Borrower will render such assistance to Lender in
billing Account Debtors, as set forth in section 1.5(a) above as Lender shall
request. Lender shall send letters to Account Debtors who default on payments
and shall forward any communications received from Account Debtors to Borrower,
but except as set forth in section 6.2 below, Borrower will at its own cost and
expense adjust all claims and disputes with Account Debtors.
(b) All collections from Receivables shall be remitted
directly to Lender. Any remittance received by Borrower from Account Debtors
shall be presumed to constitute collections on Receivables, shall be subject to
the security interest granted to Lender hereunder, and shall be remitted by
Borrower to Lender in the form received by Borrower. All amounts remitted on
Receivables shall be credited to Borrowers current account with Lender. The
excess of collections over Obligations as defined herein shall be paid to
Borrower at the termination of this Agreement, or at such earlier time as Lender
may determine. No check, draft or other instrument received by Lender shall
constitute payment to Lender unless and until such instrument has actually been
collected and credited as collected to Lender's account. At Lenders option, up
to three business days shall be allowed subsequent to receipt of remittance
checks of Account Debtors or Borrower to permit bank clearance and collection of
such checks before the amount thereof shall be deemed collected by Lender.
Lender shall have the right at all times to receive, receipt for, endorse,
assign, deposit and deliver in Lender's name or in the name of Borrower any and
all checks, notes, drafts and other instruments for the payment of money which
may at any time be delivered to or otherwise received by Lender. Borrower hereby
authorizes Lender to affix, by facsimile signature or otherwise, the general or
special endorsement of Borrower, in such manner as Lender shall deem advisable,
to any such check, note, draft or other instrument in the event the same has
been delivered to Lender without appropriate endorsement, and Lender and any
bank in which Lender may deposit any such instrument is hereby authorized to
consider such endorsement to be a sufficient, valid and effective endorsement by
Borrower to the same extent as though it were manually executed by the duly
authorized officer of Borrower, regardless of whom or under what circumstances
or by what authority such facsimile signature or other endorsement is actually
affixed, without duty of inquiry or responsibility as to such matters, and
Borrower and each guarantor of Borrower and endorser of the Obligations hereby
waives demand, presentment, protest and notice of protest or dishonor and all
other notices of every kind and nature with respect to any such instrument.
(c) Borrower shall pay to Lender on demand the unpaid
portion of any Receivable which was formerly an Eligible Receivable and which
has been assigned or transferred to Lender or in which Lender otherwise has an
interest (1) if such Receivable was not paid promptly at its maturity; (ii) if
the services out of which the Receivable arises have not
14
been performed to the satisfaction of the Account Debtor, or the goods out of
which the Receivable arises have not been delivered to or accepted by the
Account Debtor, or if Account Debtor has returned or sought to return the goods
or made any complaint or claimed any adjustment with respect thereto; (iii) if
any petition under the Bankruptcy Act or any similar Federal or State statute or
a petition for receivership has been filed by or against the Account Debtor or
its property or if it has made an assignment for the benefit of creditors or
(iv) if the Lender shall at any time reasonably have rejected the Receivable as
no longer eligible.
4.7 Insurance Required. Borrower shall:
-------------------
(a) Cause one or more insurance policies to be maintained,
in full force and effect on all Collateral given as collateral security for all
Obligations, with responsible companies in such amounts, and against such risks
as is usually carried by owners of similar businesses and properties in the same
general areas in which Borrower operates (including but not limited to use and
occupancy insurance, product liability insurance, Federal Flood Insurance (if
available) and fidelity bonds), in any event not less in amount and type of
coverage than it has in force on the date of execution of the Agreement. Said
insurance policy or policies shall:
(i) Be in form and with insurers which are
satisfactory to Lender;
(ii) Be for such risks and for such insured values
as Lender may require in order to replace the property in the event of actual or
constructive total loss;
(iii) Designate Lender as additional loss payee as
its interests may from time to time appear;
(iv) Contain a "breach of warranty clause" whereby
the insurer agrees that a breach of the insuring conditions or any negligence by
Borrower or any other person shall not invalidate the insurance as to the
Lender;
(v) Provide that they may not be canceled or
materially altered without thirty (30) days prior notice to the Lender; and
(vi) Upon demand, be delivered to Lender.
(b) Notice of Loss. In the event of loss or damage,
forthwith notify Lender and file proofs of loss with the appropriate insurer.
Borrower hereby authorizes Lender to endorse any checks or drafts constituting
insurance proceeds.
(c) Proceeds. Forthwith upon receipt of insurance
proceeds, Borrower shall endorse and deliver the same to Lender.
15
(d) No Duty for Lender. In no event shall Lender be
required to (i) ascertain the existence of or examine any insurance policy or
(ii) advise Borrower in the event such insurance coverage shall not comply with
the requirements of this Agreement.
4.8 Condition of Collateral; No Liens. Borrower shall maintain
all Collateral in good condition and repair at all times, preserve it against
any loss, damage, or destruction of any nature whatsoever relating to said
Collateral or its use, and keep said Collateral free and clear of any liens and
encumbrances whatsoever, except those liens and encumbrances created pursuant
hereto or disclosed herein.
4.9 Payment of Proceeds. Borrower shall forthwith upon receipt
of all proceeds of Collateral, pay such proceeds over to Lender, and such
proceeds shall thereupon be credited to Borrower's current account with Lender.
The excess of such proceeds over Obligations as defined herein shall be paid to
Borrower at the termination of this Agreement, or at such earlier time as Lender
may determine.
4.10 Further Assurances. Borrower shall at any time or from
time to time upon request of Lender, execute and deliver such further documents
and do such other acts and things as Lender may reasonably request in order to
effectuate more fully the purposes of this Agreement, the Relevant Documents and
any other instruments, documents and agreements which shall be executed
simultaneously herewith, or which may hereafter be executed by Borrower with
regard to the transactions contemplated hereby.
4.11 Pay Legal Fees and Expenses. Borrower shall pay to Lender,
upon demand, together with interest at the rate set forth in Section 1.2 hereof,
from the date when incurred or advanced by Lender until repaid by Borrower all
costs, expenses or other sums incurred or advanced by Lender (including legal
fees and disbursements) to preserve, collect, protect its interest in or realize
on the Collateral, and to enforce Lender's rights as against Borrower, any
Account Debtor, or guarantor of Borrower, or in the prosecution or defense of
any action or proceeding related to the subject matter of this Agreement or the
Relevant Documents including without limitation legal fees, expenses and
disbursements and those expenses referred to in Sections 6.5, 6.7 and 3.5
hereof. All such expenses, costs and other sums shall be deemed Obligations
secured by the Collateral.
4.12 Records. Borrower shall at all times keep accurate and
complete records of the Collateral and the status of each Receivable.
4.13 Delivery of Documents. If any proceeds of Receivables
shall include or any Receivable shall be evidenced by notes, trade acceptances
or instruments or documents, or if any goods are covered by documents of title
or chattel paper, whether or not negotiable, Borrower shall immediately deliver
them to Lender appropriately endorsed. Borrower waives protest regardless of the
form of the endorsement. If Borrower fails to endorse any instrument or
document, Lender is authorized to endorse the same on Borrowers behalf.
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4.14 United States Contract. If any Receivables arise out of
contracts with the United States or any of its departments, agencies or
instrumentalities, Borrower will notify Lender and execute any necessary
instruments in order that all money due or to become due under such contract
shall be assigned to Lender and proper notice of the assignment given under the
Federal Assignment of Claims Act or other applicable law.
4.15 Name Changes; Location Changes.
------------------------------
(a) Immediately notify Lender if Borrower is known by or
conducting business under any names other than those set forth on Schedule 4
annexed hereto and made part hereof, and
(b) Immediately notify Lender if Borrower is conducting
any of its business or operations at or from offices or locations other than set
forth on Schedule 4 annexed hereto and made part hereto, or if it changes the
location of its chief executive office.
5. NEGATIVE COVENANTS
------------------
Until the termination of this Agreement or payment in full of all
Obligations, Borrower covenants and agrees that it will not:
5.1 Consolidation, Merger, Acquisition. Consolidate with,
merge with, be acquired by, or acquire the stock or assets of any person, firm,
joint venture, partnership, purchase of stock or otherwise not without written
consent from Lender. Lender will not reasonably withhold.
5.2 Disposition of Assets or Collateral. Sell, lease,
transfer, convey or otherwise dispose of any or all of its assets or Collateral,
other than the sale or lease of goods in the ordinary course of business.
5.3 Other Liens. Incur, create or permit to exist any
mortgage, assignment, pledge, hypothecation, security interest, lien or other
encumbrance on the Collateral or any of its assets, whether now owned or
hereafter created or acquired, except (a) liens for taxes not delinquent; (b)
those liens in favor of Lender created by this Agreement and Relevant Documents;
and (c) those liens existing on the date hereof and as set forth on Schedule 5
annexed hereto and made part hereof.
5.4 Other Liabilities. Incur, create, assume or permit to
exist any indebtedness or liability on account of borrowed money, the deferred
purchase price of property, or leases except (a) Obligations to Lender; (b)
indebtedness subordinated to payment of the Obligations on terms approved by
Lender in writing; or (c) those liabilities existing on the date hereof and
appearing in financial statements of Borrower delivered to Lender.
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5.5 Loans. Except as otherwise allowed herein Borrower shall
not make loans to any person, firm or entity.
5.6 Guaranties. Assume, guarantee, endorse, contingently agree
to purchase or otherwise become liable upon the obligation of any person, firm
or entity except (a) by the endorsement of negotiable instruments for deposit or
collection or similar transactions with Lender in the ordinary course of
business; or (b) contingent obligations under letters of credit entered into in
the ordinary course of business for the purchase of merchandise for resale by
Borrower.
5.7 Remove Collateral. Except as otherwise provided in this
Agreement, remove, or cause or permit to be removed, without Lender's prior
written consent, any Collateral or assets of Borrower from those premises set
forth on Schedule 2 annexed hereto and made part hereof except in the ordinary
course of business.
5.8 Transfers of Notes or Receivables. Sell, assign, transfer,
discount or otherwise dispose of any Receivable or any promissory note payable
to it with or without recourse, except for collection with Lender in the
ordinary course of business.
5.9 Dividends and Distributions. It will not purchase, redeem
or otherwise acquire for value any shareholder or partnership interests of
Borrower or return any capital to the shareholders or partners of Borrower and
during the term of this Agreement, Borrower will pay dividends to shareholders
or make distributions of profits to partners of Borrower, except for local,
state and federal taxes.
5.10 Modification of Documents. Change, alter or modify, or
permit any change, alteration or modification of its certificate of
incorporation, by-laws or other governing documents without Lender's prior
written consent.
5.11 Change Business. Change or alter the nature of its
business.
5.12 Settlements. Compromise, settle or adjust any claims in a
material amount relating to any of the Collateral, without the prior written
consent of Lender.
5.13 Change Location or Name. Change the place where its books
and records are maintained or change its name or transact business under any
other name without the prior written consent of the Lender.
6. MISCELLANEOUS RIGHTS AND DUTIES OF LENDER
-----------------------------------------
6.1 Charges Against Credit Or Deposit Balances. Lender,
without demand and acting in its sole and absolute discretion, in each instance,
may charge and withdraw from any credit or deposit balance which Borrower may
then have with Lender or with any affiliate of Lender, any amount which shall
become due from Borrower to Lender under this Agreement. Lender within a
reasonable time thereafter shall advise Borrower of each such charge.
18
6.2 Collections; Modification of Terms. Lender may, in its
sole and absolute discretion and at any time, demand, xxx for, collect or
receive any money or property, at any time payable or receivable on account of
or in exchange for, or make any compromises with respect to any Collateral it
deems desirable including without limitation extending the time of payment,
arranging for payment in installments, or otherwise modifying the terms with
respect to payment or rights with respect to the Collateral, all of which may be
effected without notice to or consent by Borrower and without otherwise
discharging or affecting the Obligations, the Collateral or the security
interests granted hereunder.
6.3 Notification of Account Debtors. At any time, whether or
not an Event of Default (as hereinafter defined) has occurred or is continuing,
Lender, if it has not already done so, may notify the Account Debtors or
obligors on any of the Collateral to make payment directly to Lender, and Lender
may endorse all items of payment received by it which are payable to Borrower.
Borrower, at the request of Lender, shall notify the Account Debtors or other
obligors of Lender's security interest in the Collateral.
6.4 Uniform Commercial Code. At all times during the term of
this Agreement or until all sums due hereunder have been paid, and whether or
not an Event of Default has occurred or is continuing, Lender shall be entitled
to all the rights and remedies of a secured party under the Uniform Commercial
Code as enacted in New York, as the same may be amended from time to time.
6.5 Preservation of Collateral. At all times during the term
of this Agreement or until all sums due hereunder have been paid, and whether or
not an Event of Default has occurred or is continuing, Lender may take any and
all action which in its sole and absolute discretion is necessary or proper to
preserve its interest in the Collateral, including without limitation the
payment of debts of Borrower which might, in Lenders sole and absolute
discretion, impair the Collateral or Lender's security interest therein,
purchase insurance on the Collateral, repair the Collateral, or pay taxes or
assessments thereon, and the sums so expended by Lender shall be secured by the
Collateral, shall constitute a portion of the Obligations and shall be payable
on demand with interest at the rate set forth in Section 1.2 hereof from the
date expended by Lender until repaid by Borrower.
6.6 Mails. Lender is authorized to (and Borrower shall, upon
request of Lender) notify the postal authorities to deliver ail mail,
correspondence or parcels addressed to Borrower to Lender at such address as
Lender may direct. Lender will return to Borrower mail received by it that does
not represent collections of Receivables or matters relating to the Collateral
after the Lender has examined same.
6.7 Lender's Right to Cure. In the event Borrower shall fail
to perform any of its obligations hereunder or under any of the Relevant
Documents, then Lender, in addition to all of its rights and remedies hereunder,
may perform the same at the cost and expense, or for the account, of Borrower,
but shall not be obligated to do so. In any such event, Borrower shall promptly
reimburse Lender together with interest at the rate set forth in Section 1.2
hereof from the date such sums are expended until repaid by Borrower.
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6.8 Test Verifications. Lender shall have the right to make
test verifications of any and all Collateral in any manner and through any
medium Lender considers advisable, and Borrower shall render any necessary
assistance to Lender in such regard.
6.9 Power of Attorney. Borrower hereby irrevocably appoints
Lender as its lawful attorney and agent in fact to execute financing statements
and other documents and agreements as Lender may deem necessary for the purpose
of perfecting any security interests, mortgages or liens under any applicable
law. Further, Lender is hereby authorized to file on behalf of Borrower, in its
name, and at its expense, such financing statements, documents or agreements in
any appropriate governmental office. Lender shall give Borrower notice of any
filing made hereunder. Borrower hereby grants a power of attorney to Lender to
endorse Borrower's name on checks, notes, acceptances, drafts and any other
instruments requiring Borrower's endorsement, to change the address where
Borrower's mail pertaining to the collection and administration of Collateral
should be sent and to open all such mail and to do such other acts and things
necessary to effectuate the purposes of this Agreement. All acts by Lender, its
agents, employees, and attorneys are hereby ratified and approved, and neither
the Lender, nor its agents, employees, and attorneys, shall be liable for any
acts of omission or commission, or for any error of judgment or mistake.
Borrower hereby grants a power of attorney to Lender to file proofs of loss
respecting the Collateral with the appropriate insurers and to endorse any
checks or drafts constituting insurance proceeds. The powers of attorney granted
to Lender in this Agreement are coupled with an interest and are irrevocable so
long as this Agreement is in force. Lender will provide Borrower with copies of
any documentation which the Lender creates or files hereunder.
6.10 Omitted.
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7. DEFAULT.
--------
The occurrence of any of the following shall constitute an event
of default ("Event of Default"):
7.1 Failure to Pay. Failure to pay any Obligation or part
thereof, including any installment of principal or interest or other charges due
and owing to Lender when due;
7.2 Failure to Perform. Failure to perform or abide by any
covenant contained in this Agreement or the Relevant Documents;
7.3 Cross Default; Default on Other Debt. The occurrence of
any default on any other obligation or indebtedness of Borrower or any guarantor
of Borrower to any third parties so that the holder of such obligation or
indebtedness declares such obligation or indebtedness due prior to its date of
maturity;
7.4 False Representation or Warranty. Borrower shall have made
any representation or warranty in this Agreement, the Relevant Documents, or in
any document
20
or certificate executed by Borrower incident to this Agreement, which is at any
time found to have been false in any material respect at the time such
representation or warranty was made or thereafter;
7.5 Petition By or Against Borrower. Borrower ceases to do
business as a going concern or makes an assignment for the benefit of creditors,
or any proceeding shall have been commenced by or against Borrower under any
bankruptcy law or any amendment thereto (including without limitation a petition
for reorganization, arrangement or extension) or under any other insolvency laws
providing for the relief of debtors, or Borrower shall be adjudicated bankrupt,
insolvent or in need of any relief provided to debtors by any court, or if a
meeting of Borrowers creditors shall have been called;
7.6 Appointment of Receiver. A receiver, custodian, trustee,
conservator or liquidator is appointed for Borrower, or all or a substantial
part of its assets;
7.7 Judgments; Levies. If any final judgment or judgments
(except those covered by insurance), or any levy, sequestration, or attachment,
which in the aggregate exceed $5,000.00, against Borrower or its property,
remains unpaid, undischarged, unsatisfied, unbonded or undismissed;
7.8 Change in Condition. There occurs any change in the
condition or affairs, financial or otherwise, of Borrower or of any endorser,
guarantor of Borrower or surety for the liability of Borrower to Lender which in
the opinion of Lender impairs Lender's security or increases its risk;
7.9 Change in Ownership. At any time fifty-one percent (51 %)
or more of the beneficial ownership of the Borrower shall not be owned by Xxxxx
Xxxxxxxxx, Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx;
7.10 Insecurity. At any time the Lender deems itself insecure;
7.11 Liquidation or Dissolution. The liquidation and/or
dissolution of Borrower.
8. REMEDIES.
---------
8.1 Acceleration: Right To Proceed Against Collateral.
--------------------------------------------------
(a) Upon notice by Lender of the occurrence of an Event of
Default, the total amount (the "Default Amount") of (i) the aggregate amount of
the unpaid balance of principal and interest of the Revolving Loan and all other
sums which are then due and unpaid; and (ii) any other amount of principal and
interest remaining to be repaid on all Obligations together with interest on the
Default Amount at the rate provided for in Subsection 1.2 hereof, from said
occurrence until paid in full shall, at the option of Lender, become immediately
due and payable without further notice or demand; and
21
(b) Borrower shall, at its expense, promptly deliver any
or all Collateral not otherwise in the possession or control of Lender to such
place as Lender may designate. In addition, and not as an alternative to the
preceding sentence, Lender shall have the right to enter upon the premises where
the Collateral is located and (a) utilize any premises owned or leased by
Borrower for the purpose of selling the Collateral, or (b) take immediate
possession of and remove the Collateral, all without liability to Borrower
except such as is occasioned by the gross negligence of Lender, its employees or
agents. Lender may sell, or cause to be sold, an Borrower's premises or
elsewhere, any or all of the Collateral in one or more public or private sales
or other dispositions, on such terms and at such price as Lender may deem
advisable, for cash or an credit, for immediate or future delivery, in bulk or
in parcels, without assumption of any credit risk, without demand of performance
(which demand is hereby expressly waived), all on three (3) days notice to
Borrower (if any notice is required by law) of any public sale or the time after
which a private sale or other disposition may be made, which Borrower hereby
agrees shall be reasonable notice of such sale or other disposition, and in
connection therewith Lender may grant options and may impose reasonable
conditions thereon, and the purchasers of any Collateral so sold shall
thereafter hold the same absolutely, free from any claim or right of any kind,
including any equity of redemption of Borrower (any such equity being hereby
expressly waived and released), and Lender or any of its nominees or agents may
buy the Collateral at any public sale. Lender may also elect to retain the
Collateral or any part thereof and may apply the proceeds from the liquidation
of the Collateral to Borrower's Obligations. The proceeds, if any, of any such
sale or liquidation by Lender shall be applied: First, to the payment of all
fees and expenses incurred by Lender as a result of such Event of Default,
including without limitation any legal fees and expenses incurred in obtaining
possession of the Collateral, preparing the Collateral for sale or lease, and
selling and/or liquidating it; Second, to pay the Default Amount to the extent
not previously paid by Borrower; and Third, to pay any excess remaining
thereafter to Borrower. Borrower agrees that any action taken by Lender in
accordance with this section 8.1(b) shall be deemed to be commercially
reasonable.
(c) In addition to and notwithstanding any other rights
granted by law or this Agreement (or any limitations contained in this Agreement
on any such rights), Lender shall have the rights and remedies with respect to
the Collateral of a secured party under the Uniform Commercial Code of the State
of New York.
8.2 Set-Offs.
--------
(a) Upon the occurrence of an Event of Default, Lender
shall have the right, immediately and without notice or other action to set-off
against any Obligations any money owed by Lender (or any affiliate of Lender) in
any capacity to Borrower, including, without limitation money in any credit or
deposit account, whether or not then due, and Lender shall deemed to have
exercised such right of set off and to have made a charge against any such money
immediately upon the occurrence of such Event of Default even though the actual
book entries may be made at a time subsequent thereto.
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(b) If other lenders, including without limitation,
affiliates of Lender, have participated with Lender with respect to loans to
Borrower pursuant to the terms hereof, then, Borrower hereby authorizes such
other participating lenders, upon the occurrence of an Event of Default,
immediately and without notice or other action, at the request of Lender, to set
off against any of Borrower's liabilities to Lender any money owed by such
participating lenders in any capacity to Borrower, whether or not due, and to
remit the monies set-off to Lender.
8.3 Cumulative Remedies; Waivers. No remedy referred to herein
is intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to Lender at law or in
equity. No express or implied waiver by Lender of any default or Event of
Default hereunder shall in any way be, or be construed to be, a waiver of any
future or subsequent default or Event of Default. The failure or delay of Lender
in exercising any rights granted it hereunder upon any occurrence of any of the
contingencies set forth herein shall not constitute a waiver of any such right
upon the continuation or recurrence of any such contingencies or similar
contingencies and any single or partial exercise of any particular right by
Lender shall not exhaust the same or constitute a waiver of any other right
provided herein. The Events of Default and remedies provided herein are in
addition to and are not restrictive of and shall be in addition to any and all
other rights and remedies of Lender provided under the Uniform Commercial Code
or other applicable law.
8.4 Waive Jury Trial. Lender and Borrower hereby waive all
right to a trial by jury in any litigation relating to this Agreement, the
Relevant Documents or other agreements or instruments between them.
8.5 Costs and Expenses. Borrower shall be liable for all
costs, charges and expenses, including in-house and outside attorneys' fees
equal to 15 percent of the Obligations plus disbursements, incurred by Lender by
reason of the occurrence of any Event of Default or the exercise of the Lender's
remedies with respect thereto.
8.6 No Marshaling. Lender shall be under no obligation
whatsoever to proceed first against any of the Collateral before proceeding
against any other of the Collateral. It is expressly understood and agreed that
all of the Collateral stands as equal security for all Obligations, and that
Lender shall have the right to proceed against any or all of the Collateral in
any order, or simultaneously, as in its sole and absolute discretion it shall
determine. It is further understood and agreed that Lender shall have the right,
as it in its sole and absolute discretion shall determine to sell any or all of
the Collateral in any order or simultaneously.
9. WAIVERS, CONSENTS
-----------------
9.1 Waivers. Borrower waives demand, presentment, notice of
dishonor or protest of any instruments either of Borrower or others which may be
included in the Collateral.
9.2 Consents. Borrower consents:
---------
23
(a) To any extension, postponement of time of payment,
indulgence or to any substitution, exchange or release of Collateral.
(b) To the addition or release of any party or persons
primarily or secondarily liable, or acceptance of partial payments due with
respect to Collateral and the settlement, compromising or adjustment of the
Obligations hereunder.
10. SURVIVAL
--------
All representations and warranties made herein or in any
certificate or instrument contemplated hereby shall survive any independent
investigation made by Lender and the execution and delivery of this Agreement,
and said certificates or instruments and shall continue so long as any
Obligations are outstanding and unsatisfied, applicable statutes of limitation
to the contrary notwithstanding. Lender's knowledge or notice of facts or
circumstances that would render any representation or warranty untrue or
misleading shall not discharge Borrower from liability arising by reason of such
misrepresentation or breach of warranty.
11. EFFECT OF HOLIDAY
-----------------
If any payment pursuant to this Agreement or the Relevant
Documents becomes due and payable on a Saturday, Sunday or legal holiday under
the laws of the State of New York, the maturity thereof shall be extended to the
next succeeding banking day.
12. NOTICES
-------
12.1 Written, Effective Date. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when sent by registered or certified mail, return receipt requested,
facsimile transmission, overnight delivery service such as Federal Express, or
hand delivery.
12.2 To Lender.
---------
Notices to Lender shall be directed to:
STERLING FINANCIAL SERVICES CO.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
12.3 To Borrower.
-----------
24
Notices of Borrower shall be directed to:
EASY MONEY OF VIRGINIA, INC.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000.
13. TERMINATION OF AGREEMENT
------------------------
13.1 Upon the effective date of termination of this Agreement,
all Obligations shall be due and payable by Borrower to Lender.
13.2 Termination By Lender. Lender shall have the right, at any
time, in its sole and absolute discretion, to terminate this Agreement.
13.3 Termination By Borrower.
-----------------------
(a) Borrower may terminate this Agreement, without
penalty, upon any anniversary date of the execution hereof by giving Lender no
less than sixty (60) days prior written notice. This Agreement shall terminate
upon the anniversary date if and only if the Borrower has on the anniversary
date paid to the Lender in full all of the Obligations.
(b) Notwithstanding the provisions of Subsection (a)
hereof, Borrower may terminate this Agreement at any time upon:
(i) giving sixty (60) days prior written notice
to Lender of its intention to do so; and
(ii) paying to Lender, in full all of Borrower's
Obligations; and
(iii) paying to Lender, as liquidated damages, an
amount equal to six (6) times the average monthly interest owed by Borrower to
Lender on the Obligations during the Twelve (12) month period immediately
preceding the Borrower's notice. The average monthly interest computation shall
exclude any month for which no interest is owed by Borrower to Lender.
(c) For purposes of Subsection (b) hereof, Lender may,
at its option, deem this agreement terminated by Borrower if, (i)within a ninety
day period, more than 50% of the average of the preceding six month's balances
of Borrowees Obligations to Lender are repaid, without Lender's express written
consent, from funds arising from sources other than payments made directly by
Account Debtors or other obligors on their respective obligations included in
the Collateral; or (ii) there has occurred an Event of Default or an event
which, with
25
the giving of notice or the lapse of time, or both, would become an Event of
Default hereunder, the occurrence of which would permit Lender to exercise any
of its remedies under Section 8 of this Agreement (without regard to whether
such remedies have been exercised).
(d) Liquidated damages payable under Subsection (c)
shall be an amount equal to six (6) times the average monthly interest owed by
Borrower to Lender on the Obligations during the Twelve (12) month period,
excluding any month for which no interest is owed by Borrower to Lender,
immediately preceding the first day of the ninety day period under Subsection
(c) (i) or the date of occurrence under Subsection (c) (ii). The average monthly
interest calculation shall not exclude any month for which interest would have
been owed by Borrower to Lender but for Borrowers acts that caused termination
hereunder.
13.4 Rights Upon Termination. Notwithstanding Lender's
termination of this Agreement as herein provided, Lender's security interest,
rights and remedies herein set forth shall remain in full force and effect until
all of Borrower's Obligations to Lender are paid in full. Upon full payment of
all Obligations and termination of this Agreement, Lender shall, upon request of
Borrower, reassign all Receivables to Borrower without recourse and without
warranties express or implied.
14. AMENDMENTS AND MISCELLANEOUS
----------------------------
14.1 Amendments. The terms of this Agreement shall not be
waived, altered, modified, amended, or supplemented in any manner whatsoever
except by a written instrument signed by Lender and Borrower.
14.2 Assignment. This Agreement and all rights of Lender
hereunder shall be assignable by Lender without Borrower's consent. Without the
prior written consent of Lender, Borrower shall not assign this Agreement or its
obligations hereunder.
14.3 Binding on Successors. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
14.4 Invalidity. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
14.5 Gender. Throughout this Agreement, the masculine shall
include the feminine and vice versa and the singular shall include the plural
and vice versa, unless the context of this Agreement indicates otherwise.
14.6 Joint Borrowers. If more than one entity executes this
Agreement as Borrower, then for the purpose of this Agreement the term Borrower
shall mean each entity and
26
each entity shall be jointly and severally liable as Borrower for the Obligation
as defined herein without regard to which entity receives the proceeds of the
loans and advances made hereunder. Each such entity hereby acknowledges that it
expects to derive economic advantages from each such loan or advance made
hereunder.
14.7 Cross Default/Cross Collateral. All other agreements
between Borrower and Lender and/or any of Lenders affiliates are hereby amended
so that (a) a default under this Agreement is a default under all other
agreements and a default under any one of the other agreements is a default
under this Agreement; and (b) the Collateral under this Agreement secures the
Obligations now or hereafter outstanding under all other agreements with Lender
and/or its affiliates and the collateral pledged under any other agreement with
Lender and/or its affiliates secures the Obligations under this Agreement.
14.8 Expenses of Lender. Borrower agrees to pay all costs and
expenses of the Lender in connection with the preparation, execution, delivery,
and administration of this Agreement and other instruments and documents to be
executed contemporaneously herewith.
14.9 Section and Paragraph Headings. Section and paragraph
headings are for convenience only and shall not be construed as part of this
Agreement.
14.10 Law. This Agreement together with all assignments made
hereunder shall be deemed made in New York and subject to the laws of the State
of New York and Borrower consents to the jurisdiction of any State or Federal
Court located within the State of New York, and if Borrower is now, or in the
future becomes, a non-resident of the State of New York, Borrower hereby waives
personal service of any and all process and consents that all such service of
process shall be made by certified or registered mail, return receipt requested,
directed to Borrower at its address appearing on the records of Lender and
service so made shall be complete ten (10) days after the same has been posted
as aforesaid.
27
IN WITNESS WHEREOF, the undersigned have caused these presents to
be executed the day and year first above written.
BORROWER
EASY MONEY OF VIRGINIA, INC. EASY MONEY OF TN, INC.
BY: /s/ BY: /s/
-------------------------------- ---------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
EASY MONEY OF NEVADA, INC. EASY MONEY OF MARYLAND, INC.
BY: /s/ BY: /s/
-------------------------------- ---------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
GULF INVESTMENT GROUP, INC. EASY MONEY OF LOUISIANA, INC.
BY: /s/ BY: /s/
-------------------------------- ---------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
LOAN STAR ENDEAVORS, INC. EASY MONEY OF CALIFORNIA, INC.
BY: /s/ BY: /s/
-------------------------------- ---------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
EASY MONEY OF UTAH, INC. EASY MONEY OF KENTUCKY, INC.
BY: /s/ BY: /s/
-------------------------------- ---------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
LENDER STERLING FINANCIAL SERVICES CO
BY: /s/
---------------------------------
28
Schedule 1
----------
29
Schedule 2
----------
Location of Collateral
All Collateral of the Borrower, unless and until such Collateral
is transferred to Lender's possession, is to be maintained at Borrower's places
of business located at:
EASY MONEY OF VIRGINIA, INC.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
EASY MONEY OF LOUISIANA, INC.
0000 Xxxxxxxx Xx.
Xxxxxxxxx, XX 00000
EASY MONEY OF TN, INC.
c/o Ct Corporation System
000 Xxx Xx. Xxxxxxxxx, XX 00000
LONE STAR ENDEAVORS, INC.
000 X. Xxxxxxx
Xxxxxxx, XX 00000
EASY MONEY OF NEVADA, INC.
0000 Xxxxx Xx Xxx 0
Xxx Xxxxx, XX 00000
EASY MONEY OF CALIFORNIA, INC.
00000 Xxxxxx Xx. Xxx. 000
Xxxxxx Xxxxxx, XX 00000
EASY MONEY OF MARYLAND, INC.
0000 Xxxx Xxx.
Xxxxxxxx, XX 00000
EASY MONEY OF UTAH, INC.
c/o Ct Corporation System
00 Xxxx Xxxxxxxx
Xxxx Xxxx Xxxx, XX 00000
GULF INVESTMENT GROUP, INC.
0000 Xxxx Xx.
Xxxxxx, XX 00000
EASY MONEY OF KENTUCKY, INC.
0000 X. Xxxxx Xxxx. #00
Xxxxxxxx, XX 00000
30
Schedule 3
----------
Other Items
1. None
31
Schedule 4
----------
Names and Locations of Offices
Other names under which Borrower conducts business: See below
Locations where Borrower maintains Books and Records: See below and
Locations where Borrower conducts business or operations: See below
EASY MONEY OF VIRGINIA, INC.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
EASY MONEY OF LOUISIANA, INC.
0000 Xxxxxxxx Xx.
Xxxxxxxxx, XX 00000
EASY MONEY OF TN, INC.
c/o Ct Corporation System
000 Xxx Xx. Xxxxxxxxx, XX 00000
LONE STAR ENDEAVORS, INC.
000 X. Xxxxxxx
Xxxxxxx, XX 00000
EASY MONEY OF NEVADA, INC.
0000 Xxxxx Xx Xxx 0
Xxx Xxxxx, XX 00000
EASY MONEY OF CALIFORNIA, INC.
00000 Xxxxxx Xx. Xxx. 000
Xxxxxx Xxxxxx, XX 00000
EASY MONEY OF MARYLAND, INC.
0000 Xxxx Xxx.
Xxxxxxxx, XX 00000
EASY MONEY OF UTAH, INC.
c/o Ct Corporation System
00 Xxxx Xxxxxxxx
Xxxx Xxxx Xxxx, XX 00000
GULF INVESTMENT GROUP, INC.
0000 Xxxx Xx.
Xxxxxx, XX 00000
EASY MONEY OF KENTUCKY, INC.
0000 X. Xxxxx Xxxx. #00
Xxxxxxxx, XX 00000
32
Schedule 5
----------
Financing Statements
--------------------
Existing financing statements on file against the Borrower naming the following
secured parties:
None
33
000 XXXXXXX XXXXXX
XXX XXXX, XX 00000-0000
PHONE 000-000-0000
FAX 000-000-0000
Xxxx X. Xxxxx, Xx.
STERLING FINANCIAL SERVICES Co. Vice President
August 1, 1997
Xxxxx Xxxxxxxxx
Easy Money Group et al
Easy Money of Colorado, Inc.
Sunnybrook, Inc.
Re: Loan, Security and Service Agreement
("Agreement") made this 12th day of December,
1996 between Sterling Financial Services Co.
as Lender, and Easy Money of Virginia, Inc.,
Easy Money of Tn, Inc., Easy Money of Nevada,
Inc., Easy Money of Maryland, Inc., Gulf
Investment Group, Inc., Easy Money of
Louisiana, Inc., Lone Star Endeavors, Inc.,
Easy Money of California, Inc., Easy Money of
Utah, Inc. And Easy Money of Kentucky, Inc.,
Individually and collectively as Borrower
Dear Xx. Xxxxxxxxx:
The above agreement is hereby amended to include Easy Money of
Colorado, Inc. and Sunnybrook, Inc. as additional Borrowers subject to all the
terms and contained therein. The execution, delivery and performance this
amendment by Easy Money of Colorado, Inc. and Sunnybrook, Inc. have been duly
authorized by Board of Directors
All other terms of the Loan, Security and Service Agreement shall remain
unchanged.
Please signify your agreement to the foregoing by executing the enclosed
copy of this letter and returning it to us.
34
Very truly yours,
Sterling Financial Services Co.
By: /s/
------------------------------
Xxxx Xxxxx, Vice President
Agreed To And Accepted:
Easy Money of Colorado, Inc. Sunnybrook, Inc.
By: /s/ By: /s/
------------------------------ ------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money of Virginia, Inc. Easy Money of Tn, Inc.
By: /s/ By: /s/
------------------------------ -----------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money of Nevada, Inc. Easy Money of Maryland, Inc.
By: /s/ By: /s/
------------------------------ ------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Gulf Investment Group, Inc. Easy Money of Louisiana, Inc.
By: /s/ By: /s/
------------------------------ ------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Lone Star Endeavors, Inc. Easy Money of California, Inc.
By: /s/ By: /s/
------------------------------ -----------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money of Utah, Inc. Easy Money of Kentucky, Inc.
By: /s/ By: /s/
------------------------------ -----------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
35
000 XXXXXXX XXXXXX
XXX XXXX, XX 00000-0000
PHONE 000-000-0000
FAX 000-000-0000
Xxxx X. Xxxxx, Xx.
STERLING FINANCIAL SERVICES Co. Vice President
May 12, 1998
Xxxxx Xxxxxxxxx, President
Easy Money Group et al
Re: Sterling National Bank Automated Clearing
House Origination Agreement ("Agreement")
made this 9th day of December, 1996 between
Sterling National Bank as "Bank" and Easy
Money of Virginia, Inc. as "Customer".
Dear Xx. Xxxxxxxxx:
The captioned Agreement is hereby amended to add Easy Money Holding
Corporation, The Loan Alternative Corporation, Easy Money of NM, Inc., EM
Holdings, Inc., Easy Money Title Loans, Inc., Easy Money of Tn, Inc., Easy Money
of Nevada, Inc., Easy Money of Maryland, Inc., Gulf Investment Group, Inc.,
Sunnybrook of North Florida, Inc., Sunnybrook of Arizona, Inc., Sunnybrook of
Hawaii, Inc., Sunnybrook of Md, Inc., Sunnybrook of Miss., Inc., Easy Money of
Louisiana, Inc., Lone Star Endeavors,, Inc., Easy Money of California, Inc.,
Easy Money of Utah, Inc., Easy Money of Kentucky, Inc., Sunnybrook Inc., Easy
Money of Colorado, Inc. and Easy Money of Indiana, Inc., as Customers. All of
the above Customers hereby agree to be bound by all the terms contained in the
Agreement.
The execution, delivery and performance this amendment by Easy Money Holding
Corporation, The Loan Alternative Corporation, Easy Money of NM, Inc., EM
Holdings, Inc., Easy Money Title Loans, Inc., Easy Money of Tn, Inc., Easy Money
of Nevada, Inc., Easy Money of Maryland, Inc., Gulf Investment Group, Inc.,
Sunnybrook of North Florida, Inc., Sunnybrook of Arizona, Inc., Sunnybrook of
Hawaii, Inc., Sunnybrook of Md, Inc., Sunnybrook of Miss., Inc., Easy Money of
Louisiana, Inc., Lone Star Endeavors, Inc., Easy Money of California, Inc., Easy
Money of Utah, Inc., Easy Money of Kentucky, Inc., Sunnybrook, Inc., Easy Money
of Colorado, Inc., and Easy Money of Indiana, Inc., have been duly authorized by
their respective Board of Directors.
All other terms of the Sterling National Bank Automated Clearing House
Origination Agreement shall remain unchanged.
Please signify your agreement to the foregoing by executing the enclosed copy of
this letter and returning it to us.
Very truly yours,
By:/s/
----------------------------------
Xxxx X. Xxxxx, Xx., Vice President
36
Agreed To and Accepted:
Easy Money of Colorado, Inc. Sunnybrook, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money Virginia, Inc. Easy Money of Tn, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money of Nevada, Inc. Easy Money of Maryland, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Gulf Investment Group, Inc. Easy Money of Louisiana, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Lone Star Endeavors, Inc. Easy Money of California, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money of Utah, Inc. Easy Money of Kentucky, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money of Indiana, Inc. Fast Cash, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money of NM, Inc. The Loan Alternative Corporation
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
EM Holdings, Inc. Easy Money Holding Corporation
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Easy Money Title Loans, Inc. Sunnybrook of North Florida, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
37
Agreed to and Accepted: (continued)
Sunnybrook of Arizona, Inc. Sunnybrook of Md, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
Sunnybrook of Hawaii, Inc. Sunnybrook of Miss., Inc.
By: /s/ By: /s/
------------------------------ ------------------------------
Xxxxx Xxxxxxxxx - President Xxxxx Xxxxxxxxx - President
38
000 XXXXXXX XXXXXX
XXX XXXX, XX 00000-0000
PHONE 000-000-0000
FAX 000-000-0000
Xxxx X. Xxxxx, Xx.
STERLING FINANCIAL SERVICES Co. Vice President
July 23, 1998
Xxxxx Xxxxxxxxx, President
Easy Money Group et al
Re: Loan, Security and Service Agreement
("Agreement") made this 12th day of December,
1996 and amended on 9/15/97, 11/5/97 and
12/10/97 between Sterling Financial Services
Co. as Lender, and Easy Money of Virginia,
Inc., Easy Money of Tn, Inc., Easy Money of
Nevada, Inc., Easy Money of Maryland, Inc.,
Gulf Investment Group, Inc., Easy Money of
Louisiana, Inc., Lone Star Endeavors, Inc.,
Easy Money of California, Inc., Easy Money of
Utah, Inc., Easy Money of Kentucky, Inc.,
Sunnybrook, Inc., Easy Money of Colorado,
Inc., Easy Money of Indiana, Inc. and Fast
Cash, Inc., individually and collectively as
Borrower
Dear Xx. Xxxxxxxxx:
Effective 9/15/97 your line of credit increased from $300,000 to
$800,000. This increase was included in the amended Loan, Security and Service
Agreement dated 9/15/97.
Very truly yours,
By: /s/
---------------------------------
Xxxx Xxxxx, Senior Vice President
cc: KPMG Peat Marwick via fax att: Xxx Xxxxxxxx. The above represents Easy
Money's line as of 12/31/97.
39
000 XXXXXXX XXXXXX
XXX XXXX, XX 00000-0000
PHONE 000-000-0000
FAX 000-000-0000
Xxxxxxx X. Xxxxxxxxx
STERLING FINANCIAL SERVICES Co. Vice President
October 19, 2000
Xxxxx Xxxxxxxxx, President
Easy Money Group et al
0000 Xxxxxxxxx Xx. - Xxxxx 000
Xxxxxxxx Xxxxx, XX. 23462
Dear Xx. Xxxxxxxxx:
Re: Loan, Security and Service Agreement
("Agreement") made this 12" day of December,
1996 and amended on 8/1/97 and amended and
restated on 9/15/97 and amended on 11/5/97,
12/10/97 and 6/8/98 between Sterling
Financial Services Co. as Lender, and the
corporations listed on Exhibit A attached
hereto individually and collectively as
Borrower
Dear Xx. Xxxxxxxxx:
The captioned Agreement is hereby amended to add Easy Money Check Cashing, Inc.,
EM Consumer Services, Inc., EM Consumer Services of MD, Inc.(formerly Dollar
Express, Inc.), JHF Enterprises, Inc. d/b/a Easy Money, JHF Enterprises, Inc.
d/b/a Cash 2 U, Tidewater Services of Delaware, Inc., Easy Money Auto Sales,
Inc. (formerly Easy Money Title Loans, Inc.), Money Network Financial Services,
Inc., The Cheyenne Servicing Corporation, Ltd., Easy Advances of MS, Inc., Easy
Money, Inc., Easy Money of Kansas, Inc., Money Express Leasing, Inc., Payday
Check Cashing, Inc. and Sunnybrook of Missouri, Inc. as Borrower. Easy Money
Check Cashing, Inc., EM Consumer Services, Inc., EM Consumer Services of MD,
Inc. (formerly Dollar Express, Inc.), JHF Enterprises, Inc. d/b/a Easy Money,
JHF Enterprises, Inc. d/b/a Cash 2 U, Tidewater Services of Delaware, Inc., Easy
Money Auto Sales. Inc. (formerly Easy Money Title Loans, Inc) Money Network
Financial Services, Inc., The Cheyenne Servicing Corporation, Ltd., Easy
Advances of MS, Inc., Easy Money, Inc., Easy Money of Kansas, Inc., Money
Express Leasing, Inc., Payday Check Cashing, Inc. and Sunnybrook of Missouri.
Inc. hereby agree to be bound by all the terms contained in the Agreement. In
addition, Schedules 2 and 4 to the Agreement are hereby amended by adding the
name and addresses of Easy Money Check Cashing, Inc., EM Consumer Services,
Inc., EM Consumer Services of MD, Inc. (formerly Dollar Express, Inc.), JHF
Enterprises, Inc. d/b/a Easy Money, JHF Enterprises, Inc. d/b/a Cash 2 U,
Tidewater Services of Delaware, Inc, Easy Money Auto Sales, Inc. (formerly Easy
Money Title Loans, Inc.), Money Network Financial Services, Inc., The Cheyenne
Servicing Corporation, Ltd., Easy Advances of MS, Inc., Easy Money, Inc., Easy
Money of Kansas, Inc., Money Express Leasing, Inc., Payday Check Cashing, Inc.
and Sunnybrook of Missouri, Inc. as set forth in Exhibit B and attached hereto.
40
The execution, delivery and performance this amendment by Easy Money Check
Cashing, Inc., EM Consumer Services, Inc., EM Consumer Services of MD,
Inc.(formerly Dollar Express, Inc.), JHF Enterprises, Inc. d/b/a Easy Money, JBF
Enterprises, Inc. d/b/a Cash 2 U, Tidewater Services of Delaware, Inc., Easy
Money Auto Sales, Inc. (formerly Easy Money Title Loans, Inc.), Money Network
Financial Services, Inc., The Cheyenne Servicing Corporation, Ltd., Easy
Advances of MS, Inc., Easy Money, Inc., Easy Money of Kansas, Inc., Money
Express Leasing, Inc., Payday Check Cashing, Inc. and Sunnybrook of Missouri,
Inc. has been duly authorized by its respective Board of Directors.
Further, the following sections of the captioned Agreement are hereby amended:
1. Section 4.5 (e) is hereby amended to add subsection (v) Other Information.
Borrower agrees to furnish Lender no later than ten (10) days after the end of
each month a report listing all corporate entities where borrower conducts
business, operations or maintains collateral. Said report shall be sorted by all
locations (offices) within corporate entity; corporate entity within
subsidiary(s); subsidiary(s) within holding company and shall be certified as
true and correct by the Borrower's chief executive officer and chief financial
officer.
2. Section 4.15 (a) is hereby amended in its entirety as follows: (a)
Immediately notify Lender if Borrower is known by or conducting business
(including maintaining collateral) under any names other than those set forth on
Schedule 2 and Schedule 4 annexed hereto and made part hereof, and
3. Section 4.15 (b) is hereby amended in its entirety as follows: (b)
Immediately notify Lender if Borrower is conducting any of its business or
operations (including maintaining collateral) at or from offices or locations
other than set forth on Schedule 2 and Schedule 4 annexed hereto and made part
hereto, or if it changes the location of its chief executive office.
All other terms of the Loan, Security and Service Agreement shall remain
unchanged.
Please signify your agreement to the foregoing by executing the enclosed copy of
the Signature Page of this Letter Agreement and returning it to us.
Very truly yours,
By: /s/
------------------------------------
Xxxxxxx X. Xxxxxxxxx, Vice President
41
SIGNATURE PAGE TO LETTER AGREEMENT DATED October 19, 2000
Agreed To And Accepted:
BORROWER:
Easy Advances of MS, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money Holding Corporation by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of California, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Colorado, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Indiana, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Kansas, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Kentucky, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Louisiana, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Maryland, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Nevada, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of NM, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Tennessee, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Utah, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money of Virginia, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
42
SIGNATURE PAGE TO LETTER AGREEMENT DATED October 19, 2000
Agreed To And Accepted:
BORROWER (CONTINUED):
EM Holdings, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Fast Cash, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Gulf Investment Group, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Lone Star Endeavors, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Loan Alternative Corporation, The by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Money Express Leasing, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Sunnybrook, Inc, by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Sunnybrook of Arizona, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Sunnybrook of Hawaii, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Sunnybrook of MD, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Sunnybrook of Mississippi, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Sunnybrook of Missouri, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Sunnybrook of North Florida, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Money Network Financial Services , Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
The Cheyenne Servicing Corporation, LTD by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
43
SIGNATURE PAGE TO LETTER AGREEMENT DATED October 19, 2000
Agreed To And Accepted:
BORROWER (CONTINUED):
Easy Money Auto Sales, Inc.
as successor to Easy Money Title Loans, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Easy Money Check Cashing, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
EM Consumer Services, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
EM Consumer Services of MD, Inc.
formerly Dollar Express, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
JHF Enterprises, Inc.
d/b/a Easy Money by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
JHF Enterprises, Inc.
d/b/a Cash 2 U by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Tidewater Services of Delaware, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
Payday Check Cashing, Inc. by /s/
-------------------------------
Xxxxx Xxxxxxxxx - President
44
EXHIBIT A TO LOAN SECURITY AND SERVICE AGREEMENT DATED DECEMBER 12,1996 AND
AMENDED ON 8/1/97 AND AMENDED AND RESTATED ON 9/15/97 AND AMENDED ON 11/5/97,
12/10/97 AND 6/8/98 BETWEEN STERLING FINANCIAL SERVICES CO. AND THE FOLLOWING
BORROWING CORPORATIONS:
CORPORATE NAME STATE OF INCORPORATION
Cheyenne Servicing Corporation, Ltd, The DE (amended October 19, 2000)
Easy Advances of MS, Inc. MS (amended October 19, 2000)
Easy Money Check Cashing, Inc. NV (amended October 19, 2000)
Easy Money Holding Corporation VA
Easy Money, Inc. VA (amended October 19, 2000)
Easy Money of California, Inc. CA
Easy Money of Colorado, Inc. CO
Easy Money of Indiana, Inc. IN
Easy Money of Kansas, Inc. KS (amended October 19, 2000)
Easy Money of Kentucky, Inc. KY
Easy Money of Louisiana, Inc. LA
Easy Money of Maryland, Inc. MD
Easy Money of Nevada, Inc. NV
Easy Money of NM, Inc. NM
Easy Money of Tennessee, Inc. TN
Easy Money of Utah, Inc. UT
Easy Money of Virginia, Inc. VA
Easy Money Auto Sales, Inc.(as successor FL (amended October 19, 2000)
to Easy MoneyTitle Loans, Inc.)
EM Consumer Services, Inc. CO (amended October 19, 2000)
EM Consumer Services of MD, Inc. MD (amended October 19, 2000)
EM Holdings, Inc. VA
Fast Cash, Inc. LA
Gulf Investment Group, Inc. MS
JHF Enterprises, Inc. FL (amended October 19, 2000)
(d/b/a Easy Money & Cash 2 U)
Lone Star Endeavors, Inc. TX
Loan Alternative Corporation, The TX
Money Express Leasing, Inc. MD (amended October 19, 2000)
Money Network Financial Services, Inc. NV (amended October 19, 2000)
Payday Check Cashing, Inc. LA (amended October 19, 2000)
Sunnybrook, Inc. NM
Sunnybrook of Arizona, Inc. AZ
Sunnybrook of Hawaii, Inc, HI
Sunnybrook of MD, Inc. MD
Sunnybrook of Mississippi, Inc. MS
Sunnybrook of Missouri, Inc. MO (amended October 19, 2000)
Sunnybrook of North Florida, Inc. FL
Tidewater Services of Delaware DE (amended October 19, 2000)
45
EXHIBIT B OF THE LETTER AGREEMENT DATED October 19, 2000 AMENDING SCHEDULES 2
AND 4 OF THE LOAN SECURITY AND SERVICE AGREEMENT DATED DECEMBER 12,1996 AND
AMENDED ON 8/1/97AND AMENDED AND RESTATED ON 9/15/97AND AMENDED ON
11/5/97,12/10/97 AND 6/8/98 BETWEEN STERLING FINANCIAL SERVICES CO. AND THE
CORPORATIONS LISTED ON EXHIBIT A.
EXHIBIT B: LOCATIONS WHERE BORROWER CONDUCTS BUSINESS, OPERATIONS OR MAINTAINS
COLLATERAL:
EM HOLDINGS, INC.:
Virginia Corporation
FIN# 00-0000000 100%
EASY ADVANCE OF MS, INC.
Mississippi Corporation
FIN# 00-0000000
(Formerly)
GULF INVESTMENT GROUP, INC.
FIN# 00-0000000
Biloxi (01) DBA Easy Advance of MS. Inc..
-----------------------------------------
0000 Xxxx Xxxx
Xxxxxx, XX 00000
EM CONSUMER SERVICES OF MARYLAND, INC.
Maryland Corporation
FIN# 00-0000000
(Formerly)
EASY MONEY OF MD, INC.
FIN# 00-0000000
Suitland(17) DBA EM Consumer Services. Inc..
--------------------------------------------
0000 Xxxx #X
Xxxxxxxx, XX 00000
District Heights (129) DBA EM Consumer Services, Inc.
-----------------------------------------------------
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Perry Hall ( 139) DBA EM Consumer Services, Inc.
------------------------------------------------
0000 Xxxxxx Xx.
Xxxxxxxxx, XX
Pikesville (356) DBA EM Consumer Services. Inc.
-----------------------------------------------
Closed - 6100
JHF ENTERPRISES, INC. (d/b/a Easy Money & Cash 2 U)
Florida Corporation
FTN#
46
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EM HOLDINGS, INC. (continued):
SUNNYBROOK OF NORTH FL, INC.
Florida Corporation
FIN# 00-0000000
Ft. Xxxxxx Beach (301) DBA Sunnybrook
-------------------------------------
000-X Xxxxxxxxx Xx.
Xx. Xxxxxx Xxxxx, XX 00000
Pensacola (302) DBA Sunnybrook
------------------------------
000 X. Xxxx Xxxx.
Xxxxxxxxx, XX 00000
SUNNYBROOK OF HAWAII, INC.
Hawaii Corporation
FIN# 00-0000000
Honolulu (303) DBA Sunnvbrook
------------------------------
0000 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
SUNNYBROOK OF ARIZONA, INC.
Arizona Corporation
FIN# 00-0000000
Sierra Vista (307) DBA Sunnvbrook
----------------------------------
000 X. Xxx Xxxx.
Xxxxxx Xxxxx, XX 00000
TIDEWATER SERVICES OF DELAWARE, INC.
Delaware Corporation
FIN# 00-0000000
Virginia Beach (950) DBA Tidewater Services
-------------------------------------------
0000 Xxxxxxxxx Xxxx Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
EASY MONEY CHECK CASHING, INC.
Nevada Corporation
FIN# 00-0000000
THE CHEYENNE CORPORATION, Ltd.
Colorado Corporation
FIN# 00-0000000
MONEY EXPRESS LEASING, Inc.
Maryland Corporation
FIN#
MONEY NETWORK FINANCIAL SERVICES, Inc.
Nevada Corporation
FIN#
47
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EM HOLDINGS, INC. (continued):
SUNNYBROOK OF MD, Inc.
Maryland Corporation
FIN#
SUNNYBROOK OF MISSISSIPPI, Inc.
Mississippi Corporation
FIN# 00-0000000
SUNNYBROOK OF MISSOURI, Inc.
Missouri Corporation
FIN#
EASY MONEY HOLDING CORPORATION:
Virginia Corporation
FIN# 00-0000000
100%
EASY MONEY OF IN, INC.
Indiana Corporation
FIN# 00-0000000
Indianapolis #1 (077) DBA Easy Money
------------------------------------
0000 X. Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Indianapolis #2 (078)
---------------------
Closed - 3/99
Indianapolis #3 (093) DBA Easy Money
------------------------------------
0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Indianapolis #4 (100)
---------------------
Closed - 6/99
Kokomo (098) DBA Easy Money
---------------------------
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx Xxxxx #0 (104) DBAEasyMoney
--------------------------------
0000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Fort Xxxxx #2 (114)
-------------------
Closed - 5/99
Jeffersonville (121)
--------------------
Closed - 6/99
48
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY HOLDING CORPORATION (CONTINUED):
EASY MONEY OF NM, INC.
New Mexico Corporation
FIN# 00-0000000
Alamogordo # 1 (027).
---------------------
Closed - 7/99
Las Cruces (083) DBA Easy Money
-------------------------------
0000 X. Xxxxxxxx
Xxx Xxxxxx, XX 00000
Chaparral (084) DBA Easy Money
------------------------------
000-X XxXxxxx Xx.
Xxxxxxxxx, XX 00000
Albuquerque #1 (086) DBA Easy Money
-----------------------------------
0000 Xxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
Albuquerque #2 (087)
--------------------
Closed - 4/99
Santa Fe (089) DBA Easy Money
-----------------------------
0000 Xxxxxxxx Xxxx
Xxxxx Xx, XX 00000
Farmington (091) DBA Easy Money
-------------------------------
000 Xxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Roswell (097) DBA Easy Money
----------------------------
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Carlsbad(102) DBAEasyMoney
--------------------------
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Gallup (107) DBA Easy Money
---------------------------
0000 Xxxx Xxxxxxx 00
Xxxxxx, XX 00000
Espanola (112) DBA Easy Money
-----------------------------
000 X X. Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Bermillo (113)
--------------
Closed - 2/99
Los Lunas (116) ) DBA Easy Money
--------------------------------
0000 Xxxx Xx. XX, Xxx. 0
Xxx, Xxxxx, XX 00000
Alamogordo #2 (125) DBA Easy Money
----------------------------------
15 00 X. Xxxxx Xxxxx Xxxx.
Xxxxxxxxxx, XX 00000
49
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY HOLDING CORPORATION (CONTINUED):
EASY MONEY OF CO, INC.
Colorado Corporation
FIN# 00-0000000
EM CONSUMER SERVICES, INC
Colorado Corporation
FIN# 00-0000000
EASY MONEY OF VIRGINIA, INC.
Virginia Corporation
FIN# 00-0000000
100%
EASY MONEY OF CA, INC.
California Corporation
FIN# 00-0000000
Xxxxxx Valley (013) DBA Easy Money
----------------------------------
00000-X Xxxxxxxxxx Xxxx.
Xxxxxx Xxxxxx, XX 00000
29 Palms (014) DBA Easy Money
-----------------------------
71757 00 Xxxxx Xxx. Xxx. X
00 Xxxxx, XX 00000
Oceanside(015) DBAEasyMoney
---------------------------
0000 Xxxxxxx Xxx., #X
Xxxxxxxxx, XX 00000
San Diepo (016) DBA Easy Money
------------------------------
0000 Xxxx Xx., #X
Xxx Xxxxx, XX 00000
Vallejo (012)
-------------
Closed - 1/00
EASY MONEY OF KY, INC.
Kentucky Corporation
FIN# 00-0000000
Radcliff #1 (003)
-----------------
Closed - 2/99
Ft. Xxxxxxxx (004) DBA Easy Money
---------------------------------
00000 Xx. Xxxxxxxx Xxxx.
Xx. Xxxxxxxx, XX 00000
Radcliff #2(010) DBAEasyMoney
-----------------------------
000 Xxxx Xxxx.
Xxxxxxxx, XX 00000
Erlanger (056) DBA Easy Money
-----------------------------
00 Xxxxxxxxxxxx, 0xx Xxx.
Xxxxxxxx, XX 00000
Louisville #1 (057) DBA Easy Money
----------------------------------
0000 Xxxxx 0xx Xx.
Xxxxxxxxxx, XX00000
50
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF VIRGINIA, INC. (continued)
EASY MONEY OF KENTUCKY (continued)
Louisville #2 (058) DBA Easy Money
----------------------------------
0000-X Xxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Louisville #3 (059)
-------------------
Not Opened
Winchester (061) DBA Easy Money
-------------------------------
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Morehead (062) DBA Easy Money
-----------------------------
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Grayson (063) DBA Easy Money
----------------------------
000 X. Xxxxx Xxxxxx Xxxx.
Xxxxxxx, XX 00000
Lexington 41 (064) DBA Easy Money
---------------------------------
0000 Xxxxxxxx Xx. Xxx. 000
Xxxxxxxxx, XX 00000
Frankfort (066) DBA Easy Money
------------------------------
0000 XX 000 Xxxxx Xxx. X-0
Xxxxxxxxx, XX 00000
Louisville #4 (069) DBA Easy Money
----------------------------------
0000 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Louisville #5 (072) DBA Easy Money
----------------------------------
0000 Xxxxxxx Xxx
Xxxxxxxxxx, XX 00000
Oakgrove, KY (073)
------------------
Closed - 10/99
Covington (074) DBA Easy Money
------------------------------
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Bowling Green (082) DBA Easy Money
----------------------------------
520-B 00 Xxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Lexington #3 (103) DBA Easy Money
---------------------------------
0000 Xxxxxxxxxx Xx., Xxx. X
Xxxxxxxxx, XX 00000
Lexingon #2 (106) DBA Easy Money
--------------------------------
Closed - 2/99
51
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF VIRGINIA, INC. (continued)
EASY MONEY OF KENTUCKY (continued)
Richmond (111)
--------------
Closed -3/99
Radcliff -#3 (127) DBA Easy Money
---------------------------------
0000 X. Xxxxx Xxxx.
Xxxxxxxx, XX 00000
KY- Satellites (19) DBA Easy Money
----------------------------------
Corporate Office
EASY MONEY OF NV, INC.
Nevada Corporation
FIN# 00-0000000
LasVegas#1(011) DBA Easy Money
------------------------------
0000 X. Xxxxx Xx., Xxx 0
Xxx Xxxxx, XX 00000
Las Veizas#2 (039) DBA Easy Money
---------------------------------
0000 X. Xxxxxxxxx Xxx. #X
Xxx Xxxxx, XX 00000
Las Veizas #2 (045) DBA Easy Money
----------------------------------
000 X. Xxx Xxxxx Xxxx.
Xxx Xxxxx, XX 89 101
Las Vegas #4 (095) DBA Easy Money
0000 Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Reno (079) DBA Easy Money
0X Xxxxxxx Xxxxxx
Xxxx, XX 00000
EASY MONEY OF LA, INC.
Louisiana Corporation
FIN# 00-0000000
Leesville (007) DBA Easy Money
------------------------------
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Alexandria (022) DBA Easy Money
-------------------------------
0000 -X Xxxxxxx Xx. Xxx.
Xxxxxxxxxx, XX 00000
Kenner (023) DBA Easy Money
---------------------------
0000 Xxxxxx Xxxxx #0
Xxxxxx, XX 00000
New Orleans #1 (024) DBA Easy Money
-----------------------------------
0000 Xxxx Xxxx.
Xxx Xxxxxxx, XX 00000
52
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF VIRGINIA, INC.(continued)
EASY MONEY OF LOUISIANA (continued)
-----------------------------------
Xxx Xxxxxxx #0 (025) DBA Easy Money
-----------------------------------
000 Xxxxxxxxx Xx. Xxx. #0
Xxxxxx, XX 00000
Abbeville (026) DBA Easy Money
------------------------------
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
New Iberia (028) DBA Easy Money
-------------------------------
0000 Xxxxxxx Xxxxx Xx.
Xxx Xxxxxx, XX 00000
Baton Rouge# 1 (029)
--------------------
Closed - 5/99
Baton Rouge #2 (030) DBA Easy Money
-----------------------------------
0000 Xxxxxxx Xxx. Xxx. 0
Xxxxx Xxxxx, XX 00000
Houma (031) DBA Easy Money
--------------------------
0000X Xxxxx Xxxxxxx Xx.
Xxxxx, XX 00000
Natchitoches (032) DBA Easy Money
---------------------------------
000 Xxx. X Xxxxx
Xxxxxxxxxxxx, XX 00000
New Orleans #3 (033) DBA Easy Money
-----------------------------------
0000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
New Orleans #4 (034) DBA Easy Money
-----------------------------------
0000 Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Slidell #1 (036) DBA Easy Money
-------------------------------
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxx. XX 00000
Slidell #2 (037)
----------------
Closed - 10/97
Hammond (038) DBA Easy Money
----------------------------
0000 X. Xxxxxx
Xxxxxxx, XX 00000
Xxxxxx City (040) DBA Easy Money
--------------------------------
0000 Xxxxxxx 00 Xxxx
Xxxxxx Xxxx, XX 00000
Bossier City #1 (042) DBA Easy Money
------------------------------------
0000 Xxxxxxxxx
Xxxxxxx Xxxx, XX 00000
EASY MONEY OF VIRGINIA, INC. (continued)
53
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF LA, INC. (continued)
Bogalusa (043) DBA Easy Money
-----------------------------
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Franklinton (044) DBA Easy Money
--------------------------------
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Metairie #1 (049)
-----------------
Closed - 10/97
Harahan (050
------------
Closed - 11/99
New Orleans #5 (051) DBAEasyMoney
---------------------------------
0000 Xx. Xxxxxx Xxx.
Xxx Xxxxxxx, XX 00000
New Orleans #6 (052)
--------------------
Closed - 4/97
Baton Rouge #4 (053) DBA Easy Money
-----------------------------------
00000 Xxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Deridder (054) DBA Easy Money
-----------------------------
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Covington (055) DBA Easy Money
------------------------------
1200 Business 000, Xxx 00
Xxxxxxxxx, XX 00000
Harvey #2 (060)
---------------
Closed - 2/97
Lake Xxxxxxx (068) DBA Easy Money
---------------------------------
000 Xxxx Xxxxx Xxxx Xx.
Xxxx Xxxxxxx, XX 00000
Monroe. LA (070) DBA Easy Money
-------------------------------
0000 Xxxxxxxxxx Xxx.
Xxxxxx, XX 00000
Baton Rouge#3 (071) DBA Easy Money
----------------------------------
0000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Metairie #2 (075) DBA Easy Money
--------------------------------
0000 X. Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Bossier City #2 (076) DBA Easy Money
------------------------------------
0000 Xxxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
54
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF VIRGINIA, INC. (continued)
EASY MONEY OF LA, INC. (continued)
Gentilly Xxxxx (085) DBA Easy Money
-----------------------------------
0000 Xxxx Xxxxxxx Xxx.
Xxxxxxxx Xxxxx, XX 00000
Lafayette #1 (090) DBA Easy Money
---------------------------------
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
West Monroe (099) DBA Easy Money
--------------------------------
000 Xxxxx Xxxxxxx Xx.
Xxxx Xxxxxx, XX 00000
Lafayette #2 (101)
------------------
Closed -3/99
Alexandria #2 (120)
-------------------
Closed - 5/99
BakerA/F(133) DBA Easy Money
----------------------------
0000 Xxxxx Xxxx
Xxxxx, XX 00000
LaPlaceA/F(134) DBA Easy Money
------------------------------
0000 Xxx. 00 Xxx. X
XxXxxxx, XX 00000
Lake Xxxxxxx A/F (135) DBA Easy Money
-------------------------------------
0000 Xxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Xxxxxx Springs(136) DBA Easy Money
----------------------------------
0000 Xxxxx Xxxxx Xxx.
Xxxxxx Xxxxxxx, XX 00000
FAST CASH, INC.
Louisiana Corporation
FTN# 00-0000000
Fast Cash #1 (108) DBA Fast Cash, Inc.
--------------------------------------
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
Fast Cash #2 (109) DBA Fast Cash, Inc.
--------------------------------------
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
FastCash#3(110) DBA Fast Cash, Inc.
-----------------------------------
0000 Xxxxxxxxx Xxx.
Xxxxxxxxxx, XX 00000
55
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF VIRGINIA, INC.(continued)
PAYDAY CHECK CASHING, INC.
Louisiana Corporation
FIN# 00-0000000
Metairie H/O (501) DBA Payday Check Cashing, Inc.
-------------------------------------------------
0000 X. Xxxxxxxxx
Xxxxxxxx, XX 00000
Metairie #2 (502
----------------
Closed
Slidell (503) DBA Payday Check Cashing, Inc.
--------------------------------------------
13 00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
New Orleans (504) DBA Payday Check Cashing, Inc.
------------------------------------------------
0000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Kenner (505) DBA Payday Check Cashing, Inc.
-------------------------------------------
0000 Xxxxxx Xxxx., Xxx. 0
Xxxxxx, XX 00000
Marrero (506) DBA Payday Check Cashing, Inc.
--------------------------------------------
0000 X Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Harahan (507) DBA Payday Check Cashing, Inc.
--------------------------------------------
0000 Xxxxxxxxx Xxx.
Xxxxxxx, XX 00000
EASY MONEY OF KS, INC.
Kansas Corporation
FIN# 00-0000000
Junction City (126) DBA Easy Money
-----------------------------------
0000X Xxxxx Xxx.
Xxxxxxxx Xxxx, XX 00000
EASY MONEY OF TN, INC.
Tennessee Corporation
FIN# 00-0000000
Lexington (041) DBA Easy Money
------------------------------
000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Jackson (046) DBA Easy Money
----------------------------
0000 Xxxxxxxxx Xx.
Xxxxxxx, XX 00000
Dyersburg (047) DBA Easy Money
------------------------------
000 X. Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Memohis (048) DBA Easy Money
----------------------------
0000 Xxxxxxxx Xxx, Xxx. 0
Xxxxxxx, XX 00000
56
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF VIRGINIA, INC. (continued)
EASY MONEY OF UT, INC.
Utah Corporation
FIN# 00-0000000
St. Xxxxxx (092) DBA Easy Money
--------------------------------
000 Xxxx Xxxxxx Xxxx.
Xx. Xxxxxx, XX 00000
Salt Lake City (105
-------------------
Closed - 9/99
EASY MONEY TITLE LOANS, INC.
Florida Corporation
FIN# 00-0000000
Orlando (131) DBA Easy Money
----------------------------
Closed - 6/00
Pompano Beach (124) DBA Easy Money
----------------------------------
000 X. Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxx, XX 00000
LOAN ALTERNATIVE CORPORATION DBA CASH SOURCE
Texas Corporation
FIN# 00-0000000
LONE STAR ENDEAVORS, INC.
Texas Corporation
FIN# 00-0000000
Killeen #1 (302) DBA Cash Source
--------------------------------
000 X. Xxxxxxx
Xxxxxxx, XX 00000
Killeen#2 (308 ) DBA Cash Source
--------------------------------
000X X. Xxxxxxx
Xxxxxxx, XX 00000
Killeen #3 (304 ) DBA Cash Source
---------------------------------
000-X X. Xxxxxxx
Xxxxxxx, XX 00000
San Antonio (306) DBA Cash Source
---------------------------------
0000 Xxxxxxx 00 Xxxx
Xxx Xxxxxxx, XX 00000
El Paso (335) ) DBA Cash Source
-------------------------------
000 Xxxxxxxxxxx
Xx Xxxx, XX 00000
SUNNYBROOK, INC.
New Mexico Corporation
FIN# 00-0000000
57
(continued) Exhibit B of Letter Agreement dated October 19, 2000
EASY MONEY OF VIRGINIA, INC. (continued)
STATELINE MARKETING, INC.
North Carolina Corporation
FIN# 00-0000000
EASY MONEY, INC.
Delaware Corporation
FIN# 00-0000000
58
