CONFIRMATION AGREEMENT
THIS CONFIRMATION AGREEMENT dated this 27th day of August, 1997 (the
"Agreement") by and among XXXXXX X. XXXXXXXXXXXX ("RT") in favor of STERLING
NATIONAL BANK, a national banking association formerly known as Sterling
National Bank & Trust Company of New York ("Lender").
PREAMBLES
WHEREAS, RT executed and delivered a Guaranty of All Liabilities and
Security Agreement dated as of December 19, 1994 (as amended, restated,
supplemented or otherwise modified from time to time, the "Guaranty") to the
Lender with respect to present and future obligations due and owing to the
Lender by BLC Financial Services, Inc. and Business Loan Center, Inc.,
(together, the "Principal Obligors") pursuant to a certain Revolving Credit
Agreement dated as of December 19, 1994, as amended, restated, supplemented or
otherwise modified from time to time (the "Revolving Credit Agreement") and
related documentation;
WHEREAS, concurrently with the execution of this Agreement, Lender and
Principal Obligors have entered into a certain Amended and Restated Revolving
Credit Agreement (as amended, restated, supplemented or otherwise modified from
time to time, the "Restated Credit Agreement") pursuant to which, among other
things, the Lender and Principal Obligors agree to do the following: (i) the
Business Loan Center, a New York general partnership, shall no longer be a
"Borrower" and (ii) Lender shall no longer make certain advances against the
Unguaranteed Portions of Eligible SBA Loans, as defined therein;
WHEREAS, concurrently with the execution of this Agreement, the Lender and
Transamerica Business Credit Corporation ("Transamerica") have entered into a
certain Partial Assignment Agreement (as amended, restated, supplemented or
otherwise modified from time to time, the "Partial Assignment") pursuant to
which the Lender has transferred and assigned to Transamerica all of its rights,
title and interest to and all of its obligations under the portions of the
Revolving Credit Loans previously advanced by the Lender against the
Unguaranteed Portion of Eligible SBA Loans, and certain related Obligations,
Collateral and other assets and Transamerica is assuming all rights and
obligations of Lender with respect to future loans against the Unguaranteed
Portion of Eligible SBA Loans, as more particularly set forth therein; and
NOW, THEREFORE, in order to induce Lender to enter into the Restated
Credit Agreement and the Partial Assignment, RT hereby:
(a) ratifies and confirms his Guaranty,
(b) ratifies and confirms that the "Liabilities" covered by the
Guaranty include, without limitation, all present and future obligations of the
Obligors under or in connection with the Restated Credit Agreement,
(c) agrees that the Reference in the Guaranty to the "Revolving
Credit Agreement between the Obligors and the Bank dated the date of this
Agreement" shall refer to the Restated Credit Agreement, as now or hereafter
amended, restated or replaced,
(d) acknowledges that the Bank has changed its name to Sterling
National Bank and
(e) agrees, covenants, represents and warrants that, as of the date
hereof, he does not have any offset, defense or counter claim or any kind,
nature or description against the Lender with respect to his Guaranty.
IN WITNESS WHEREOF, the RT has executed and delivered this Agreement as of
the date first written above.
/s/ Xxxxxx X. Xxxxxxxxxxxx
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XXXXXX X. XXXXXXXXXXXX
