IBJ WHITEHALL BUSINESS CREDIT CORPORATION
XXX XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
As of October 29, 1999
Allstate Financial Corporation
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Forbearance Agreement
Gentlemen:
Reference is made to that certain (i) Amended and Restated Revolving
Credit and Security Agreement dated as of May 17, 1997, (as amended,
supplemented or otherwise modified from time to time, the "Loan Agreement") by
and among ALLSTATE FINANCIAL CORPORATION, a corporation organized under the laws
of the Commonwealth of Virginia ("Borrower"), IBJ WHITEHALL BUSINESS CREDIT
CORPORATION ("IBJWBCC") and NATIONAL BANK OF CANADA ("NBC") (IBJWBCC and NBC
each a "Lender" and collectively the "Lenders") and IBJWBCC as agent for the
Lenders (IBJWBCC, in such capacity, the "Agent") and (ii) Forbearance Agreement
dated as of August 1, 1999 among Agent, Lenders, Borrower and the Guarantors (as
amended, modified or supplemented from time to time the "Forbearance
Agreement"), pursuant to which Agent agreed, among other things, to forbear from
exercising any remedies under the Loan Agreement until October 31, 1999.
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Loan Agreement or the Forbearance Agreement.
Borrower has advised Agent that its will not be able to complete the
sale of its asset based lending business by October 31, 1999 (the "ABL Sale").
In order to assist Borrower in completing the ABL Sale and paying off the
Obligations in full, Borrower has requested Agent to, among other things, extend
the Forbearance Period to November 30, 1999, and Agent and Lenders are willing
to do so upon the terms herein stated.
Subject to the satisfaction of the conditions precedent set forth in
paragraph 5 hereof, the parties hereby agree as follows:
1. Borrower affirms and acknowledges that (i) as of the end of business
on the date hereof there is due and owing to Agent and Lenders, under the Loan
Agreement (after giving effect to the proceeds of the Factoring Sale as
hereafter defined), approximately $2,427,523.78 in principal amount of Advances
(inclusive of the undrawn amount of outstanding Letters of Credit) together with
accrued interest thereon and costs and expenses; (ii) all such Obligations are
valid obligations of Borrower and there are no claims, setoffs or defenses to
the payment by Borrower of the Obligations; and (iii) the Loan Agreement and the
Other Documents are and shall continue to be legal, valid and binding
obligations and agreements of Borrower enforceable in accordance with their
respective terms.
2. The Forbearance Period set forth in paragraph 4(i) of the
Forbearance Agreement is hereby extended to November 30, 1999.
3. The Maximum Revolving Advance Amount shall equal $3,500,000.
4. Effective on the date hereof, Advances shall bear interest at the
Revolving Interest Rate plus two percent (2%). Upon the occurrence and during
the continuance of a Forbearance Default (including if the Obligations are not
repaid in full by the end of the Forbearance Period), the Advances shall bear
interest at the applicable Revolving Interest Rate plus four and three quarters
percent (4.75%).
5. This amendment shall become effective upon the receipt by Agent of
each of the following: (i) four (4) copies of this amendment signed by Borrower
and each Guarantor, (ii) a forbearance extension fee payable to Agent for the
ratable benefit of Lenders equal to $20,000, which fee shall be charged to
Borrower's Account on the date hereof and (iii) an administration fee payable to
Agent for its own account and not for the benefit of Lenders equal to $5,000.
Except as specifically amended herein, the Loan Agreement, the
Forbearance Agreement and all other documents, instruments and agreements
executed and/or delivered in connection therewith, shall remain in full force
and effect, and are hereby ratified and confirmed.
Kindly acknowledge your agreement with the foregoing by signing where
indicated below. This agreement may be executed in any number of and by
different parties hereto on separate counterparts, all of which when so executed
shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Any signature
delivered by a party via facsimile transmission shall be deemed an original
signature hereto.
Very truly yours,
IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as Agent and as Lender
By: /s/
Name: Xxxx Xxxxxxxxx
Title: Vice President
NATIONAL BANK OF CANADA, as Lender
By: /s/
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
ACKNOWLEDGED AND AGREED TO:
ALLSTATE FINANCIAL CORPORATION
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
LIFETIME OPTIONS, INC., A VIATICAL SETTLEMENT COMPANY
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
SETTLEMENT SOLUTIONS, INC.
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
AFC HOLDING CORPORATION
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
PREMIUM SALES NORTHEAST, INC.
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
BUSINESS FUNDING OF AMERICA, INC.
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
RECEIVABLE FINANCING CORPORATION
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
BUSINESS FUNDING OF FLORIDA, INC.
By: /s/
Name: C. Xxxx Xxxxxxx
Title: Senior Vice President
