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Exhibit 10.13
DEBT RESTRUCTURE AGREEMENT
This Agreement dated as of August 13, 1998 is between Stanwich
Financial Services Corp., a Rhode Island corporation ("SFSC"), and NAB Asset
Corporation, a Texas corporation ("NAB").
RECITALS
a. NAB is the holder of the following promissory notes issued to it
(collectively, "NAB'S NOTES RECEIVABLE"):
(i) Term Promissory Note dated June 2, 1997 in the
original principal amount of $300,000 issued by
Export Finance Network, Inc. (such issuer being
referred to herein as "EFN" and such note being
referred to herein as the "EFN NOTE"); and
(ii) Promissory Note dated June 27, 1997 in the original
principal amount of $1,300,000 issued by CARS
Holdings, Inc. (the "CARS NOTE").
b. Xxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxxxxx, Xx. have guaranteed
the payment of the CARS Note pursuant to a certain Guaranty dated June 27, 1997
(the "XXXXXXX CARS GUARANTEE").
c. Xxxxxxx X. Xxxxxxx, Xx. has guaranteed the payment of the EFN Note
(the "XXXXXXX EFN Guaranty").
d. The EFN Note was issued pursuant to a certain Loan and Option
Agreement dated June 2, 1997 between NAB and EFN (the "EFN AGREEMENT").
e. Pursuant to the EFN Agreement, EFN granted to NAB an option (the
"EFN OPTION") to purchase 17.65 shares of EFN's common stock (the "OPTION
SHARES") for an aggregate price of $17.65 (the "OPTION PRICE").
f. On November 5, 1997, NAB exercised the EFN Option and paid the
Option Price to EFN in connection therewith.
g. NAB is indebted to SFSC under a certain Promissory Note dated
September 30, 1997 in the original principal amount of $2,500,000 (the "9/97
NAB NOTE"), as well as under certain other promissory
notes.
h. NAB desires to pay a portion of its indebtedness under the 9/97 NAB
Note by transferring, assigning and endorsing NAB's Notes Receivable to SFSC,
and SFSC is willing to accept such payment on the terms hereinafter set forth.
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i. NAB has requested that SFSC extend the maturity of certain other
promissory notes issued by NAB to SFSC, and SFSC is willing to do so on the
terms hereinafter set forth.
NOW THEREFORE, the parties agree as follows:
1. For the consideration described in paragraphs 3 and 4, NAB hereby
sells, assigns and transfers to SFSC, without representation or recourse, except
as set forth in paragraph 2, all of NAB's rights, title and interest in, to and
under the following (collectively, the "TRANSFERRED ASSETS"):
(i) NAB's Notes Receivable;
(ii) the Xxxxxxx CARS Guaranty;
(iii) the Xxxxxxx EFN Guaranty;
(iv) The EFN Agreement; and
(v) the Option Shares.
2. NAB represents and warrants to SFSC as follows:
a. It is the sole outright owner of the Transferred
Assets, free and clear of all liens, claims, charges,
encumbrances and other restrictions, except for any
restrictions imposed by applicable securities laws.
b. As of the date hereof, the outstanding principal of,
and accrued and unpaid interest under, NAB's Notes
Receivable are as follows:
Principal Interest Totals
------------- --------- -------------
EFN Note $ 300,000.00 $18,493.15 $ 318,493.15
CARS Note $1,300,000.00 $43,273.97 $1,343,273.97
------------- --------- -------------
$1,600,000.00 $61,767.10 $1,661,767.12
3. As purchase price and other consideration for the Transferred
Assets, (i) SFSC hereby reduces NAB's indebtedness under the 9/97 NAB Note by
$1,661,767.12, such amount being the aggregate of the amounts owed under NAB's
Notes Receivable as of the date hereof; (ii) SFSC is today paying NAB by check
$17.65 (such amount being allocated to the Option Shares and to the rights under
the EFN Agreement); and (iii) SFSC is extending the maturity of certain
promissory notes issued by NAB, as set forth in paragraph 4. The reduction in
indebtedness under the 9/97 NAB Note pursuant to item (i) of the preceding
sentence is applied as follows: $61,767.12 to accrued and unpaid interest, and
$1,600,000.00 to principal. After giving effect to such reduction, as of the
date hereof, the principal balance under the 9/97 NAB Note is $900,000, and the
accrued and unpaid interest thereunder is $153,986.32.
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4. Each of the following promissory notes is hereby amended to change
the Maturity Date specified therein to June 30, 1999: (i) Promissory Note dated
March 12, 1998 in the original principal amount of $900,000 issued by NAB to
SFSC; (ii) Promissory Note dated March 13, 1998 in the original principal amount
of $1,100,000 issued by NAB to SFSC; (iii) Promissory Note dated June 27, 1997
in the original principal amount of $800,000 issued by NAB to SFSC (the "6/97
NAB NOTE"); and (iv) Promissory Note dated December 30, 1997 in the original
principal amount of $4,000,000 issued by NAB to CPS and subsequently assigned
and endorsed by CPS to SFSC (the "12/97 NAB NOTE"). As used herein, the term
"Maturity Date" means, with respect to each promissory note referred to in the
preceding sentence, the date on or by which the principal of such note must be
paid in full (as set forth in numbered paragraph 1 of each such promissory
note), and the term "CPS" means Consumer Portfolio Services, Inc., a California
corporation.
5. Numbered paragraph 2 of each of the 6/97 NAB Note and the 12/97 NAB
Note is hereby amended to provide that interest shall also be payable thereunder
on September 30, 1998; December 31, 1998; March 31, 1999; and June 30, 1999 and
on any other date on which the principal thereof is paid.
6. NAB agrees to execute and deliver to SFSC, or as SFSC may direct,
all such other agreements, instruments, documents and notices, and to take all
such other actions, as SFSC may reasonably request in order to effectively
transfer the Transferred Assets to SFSC.
7. This Agreement (i) constitutes the entire understanding of the
parties with respect to the subject matter hereof, (ii) shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, (iii) shall be governed and construed in accordance with
Connecticut law, and (iv) may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
NAB ASSET CORPORATION
By /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Senior Vice President
STANWICH FINANCIAL SERVICES CORP.
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
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