THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIRD
AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of March 5, 2007 (the
AMENDMENT), between XXXXXXXXX FINANCIAL, LLC, a Minnesota limited liability
company (MEZZANINE BORROWER) and CS FINANCING CORPORATION, a Delaware
corporation (together with its successors and assigns, MEZZANINE
LENDER).
RECITALS:
| A. |
Mezzanine
Borrower and Mezzanine Lender have entered into that certain Mezzanine
Loan and Security Agreement dated October 5, 2005 and amended on
August
22, 2006 and again on September 21, 2006 (“Loan
Agreement”).
|
| B. |
Mezzanine
Borrower and Mezzanine Lender desire to amend the Loan Agreement
as stated
herein.
|
AGREEMENTS:
NOW,
THEREFORE, in consideration of the foregoing Recitals, the mutual promises
of
the parties hereto and the mutual benefits to be gained by the performance
hereof, Mezzanine Borrower and Mezzanine Lender hereby agree as
follows:
| 1. |
Section
2.5.3 of the Loan Agreement shall be amended and restated as follows:
|
Satisfactory
Collateral.
The
Pledge and the other Loan Documents shall constitute a valid and perfected
Lien
on the Collateral for at least 125% of the full amount of the Principal Amount,
free and clear of all Liens other than encumbrances specifically approved by
Mezzanine Lender, in writing, in its sole discretion; Mezzanine Lender shall
have received such UCC, tax, lien and judgment searches in respect of the
Collateral as it shall have deemed necessary and the results of such searches
shall be acceptable to Mezzanine Lender in its sole discretion;
2
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized representatives, all as of the day and year
first above written.
MEZZANINE
BORROWER:
XXXXXXXXX
FINANCIAL LLC,
a
Minnesota limited liability company
By:
/s/
Xxxxxxx Xxxxx Xxxxxxx
Name:
Xxxxxxx
Xxxxx Xxxxxxx
Title:
President
MEZZANINE
LENDER:
CS
FINANCING CORPORATION a
Delaware corporation
By:
/s/
Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx
X. Xxxxxxx
Title: CEO
