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EXHIBIT 10.41
SANWA BANK CALIFORNIA
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
October 16, 1997
Central Financial Acceptance Corporation
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxx, Chief Executive Officer
Re: Proposed Junior Subordinated Deferrable Interest Debentures
Dear Xxxx:
Reference is made to (a) that certain Revolving Loan Agreement dated as
of June 13, 1997 among Central Financial Acceptance Corporation, a Delaware
corporation ("Borrower"), the Lenders party thereto, and Xxxxx Fargo Bank,
National Association, as the Agent (the "Loan Agreement") and (b) the draft
Amendment No. 1 to Loan Agreement attached hereto (the "Draft Amendment").
Capitalized terms used but not defined herein are used with the meanings
specified for such terms in the Loan Agreement or the Draft Amendment, as
applicable.
Borrower has advised Sanwa Bank California ("Sanwa") that it has formed
(or is about to form) a Delaware business trust ("CFAC Capital I") for the
purpose of facilitating a public subordinated debt offering (the "Offering"). In
connection with the proposed Offering, Borrower has submitted to the Agent and
the Lenders, among other documents, drafts of an "Indenture," "CFAC Capital
Trust Agreement" and "CFAC Guaranties" (as such terms are defined in the Draft
Amendment) (collectively, together with all other documents and instruments
relating thereto, the "Subordinated Debt Documents"). Borrower has requested
that the Lenders consent to the transactions described in the Subordinated Debt
Documents and, specifically, to the issuance by Borrower and CFAC Capital I of
certain junior subordinated debt and trust securities as more particularly
described in the Subordinated Debt Documents (the "Junior Subordinated Debt").
Xxxxx Fargo has advised Sanwa that it has conditioned its consent to the
transactions described in the Subordinated Debt Documents such that upon
Borrower's receipt of any proceeds in connection with the Offering, (a) all
amounts owed to Xxxxx Fargo, as a Lender, under the Loan Agreement and the other
Loan Documents shall be repaid in full, and (b) Xxxxx
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Fargo's Pro Rata Share of the Commitment shall be reduced to 0.00% and Xxxxx
Fargo shall cease to be a Lender under and with respect to the Loan Agreement
and the other Loan Documents (collectively, the "Xxxxx Fargo Conditions").
Subject to the conditions set forth below, this letter confirms that
Sanwa, in its capacity as a Lender under the Loan Agreement, consents to (a) the
Offering and to the issuance of the Junior Subordinated Debt and (b) the Xxxxx
Fargo Conditions, provided that (i) the terms related to the Junior Subordinated
Debt are not amended, modified or waived in any material manner from the terms
set forth with respect thereto in the draft Subordinated Debt Documents dated as
of September 17, 1997, and (ii) upon Borrower's receipt of any proceeds in
connection with such Offering, Borrower, the Remaining Lenders and the Agent
shall have executed and entered into an amendment to the Loan Agreement
substantially in the form of the Draft Amendment, with all blanks filled in and
other conforming modifications made thereto.
Except as expressly provided herein, all terms and conditions of the
Loan Agreement and the other Loan Documents shall continue in full force and
effect, without waiver or modification, and Sanwa reserves all of its rights,
privileges and remedies in connection therewith. Sanwa acknowledges and agrees
that Xxxxx Fargo may continue to act as Agent until such time as it resigns
(whether voluntarily or at the request of the Requisite Lenders) pursuant to the
terms of Section 10.8 of the Loan Agreement.
SANWA BANK CALIFORNIA
By: /s/ XXXX X. XXXX
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Xxxx X. Xxxx, Vice President
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[Printed Name and Title]
