Exhibit 99.3
AMENDMENT NO. 2
This AMENDMENT NO. 2 (this "Amendment") dated as of February 1, 1998 is
made by and between THE FINANCE COMPANY, a Virginia corporation ("Borrower") and
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("Lender").
RECITALS
A. Borrower and Lender are parties to an Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement dated December 20,
1996, as amended by Amendment No. 1 thereto dated April 4, 1997 (collectively,
the "Agreement"), which Agreement restated and amended that certain Loan and
Security Agreement, dated September 24, 1992, as amended.
B. Borrower failed to comply with the Maximum Delinquency Measurement
covenant established in Paragraph 13.6 and Exhibit 13.6 of the Agreement for the
Accounting Period of January, 1998. Borrower has requested that Lender waive the
default arising from the violation of the Maximum Delinquency Measurement
covenant and Lender has agreed to such waiver in consideration for, and pursuant
to the terms of, this Amendment No. 2.
C. Accordingly, Borrower and Lender desire to amend certain provisions
of the Agreement pursuant to the terms set forth in this Amendment.
D. It is the intent of Borrower and Lender that the execution and
delivery of this Amendment shall not effect a novation of the indebtedness
outstanding under the Agreement, but rather, shall constitute the substitution
of certain of the terms and conditions governing payment and performance under
the Agreement, and, except as expressly modified by this Amendment, the
Agreement shall continue, unchanged, in full force and effect.
In consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by each of the parties hereto, Borrower and
Lender agree as follows:
1. Defined Terms. Unless otherwise specified herein, all capitalized
terms used in this Amendment shall have the same meaning given to such term(s)
in the Agreement.
2. Waiver of Covenant Violation. In consideration for the terms of this
Amendment No. 2 and the agreements in the Letter Agreement dated February 1,
1998, between Lender, Borrower and Recoveries, Inc., an affiliate of Borrower,
Lender agrees and hereby does waive, effective as of January 1, 1998, compliance
by Borrower with the Maximum Delinquency Measurement provisions set forth in
Exhibit 13.6 of the Agreement for the period January 1, 1998 through and
including January 31, 1998. From and after February 1, 1998, Borrower must be in
compliance with the Maximum Deficiency Measurement established in this Amendment
No. 2.
3. Amendments to Agreement. Effective as of the date hereof, the
Agreement is hereby amended as follows:
(a) Borrowing Base: The definition of "Borrowing Base" set forth in
Section 16.0 of the Agreement is hereby amended in its entirety to read as
follows:
"Borrowing Base: The amount equal to the lesser of (i) the
Available Line or (ii) the sum of (a) fifty percent (50%) of the Outstanding
Principal Balance of all Contracts which are Credit Builder Contracts and (b)
seventy-three percent (73%) of the Outstanding Principal Balance of all other
Eligible Contracts during the time they are included in the Borrowing Base
pursuant to Section 3.1."
(b) Portfolio Covenants: The "Maximum Delinquency Measurement"
set forth in Exhibit 13.6 of the Agreement is hereby amended as follows:
"Maximum Delinquency Measurement:
Fiscal 1998
1st Q. 2nd Q. 3rd Q. 4th Q.
------ ------ ------ ------
TFC Rolling Average Delinquency 14.5% 14.5% 14% 14%"
4. Incorporation of Amendment. The parties acknowledge and agree that
this Amendment is incorporated into and made a part of the Agreement, the terms
and provisions of which, unless expressly modified herein, or unless no longer
applicable by their terms, are hereby affirmed and ratified and remain in full
force and effect. To the extent that any term or provision of this Amendment is
or may be deemed expressly inconsistent with any term or provision of the
Agreement, the terms and provisions of this Amendment shall control. Each
reference to the Agreement shall be a reference to the Agreement as amended by
this Amendment. Nothing contained herein is intended, nor shall be construed to
be a novation or an accord and satisfaction of the outstanding Note or any of
Borrower's obligations to Lender.
5. Borrower Remains Liable. Borrower hereby confirms that the Agreement
and each document executed by Borrower in connection therewith continue
unimpaired and in full force and effect and shall cover and secure all of
Borrower's existing and future obligations to Lender.
6. Headings. The paragraph headings contained in this Amendment are for
convenience of reference and shall not be considered a part of this Amendment in
any respect.
7. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois. Nothing herein shall preclude
Lender from bringing suit or taking other legal action in any jurisdiction.
8. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Amendment as
of February 1, 1998.
GENERAL ELECTRIC CAPITAL CORPORATION
By:_________________________________
Title:______________________________
THE FINANCE COMPANY
By:_________________________________
Title:______________________________
