EXHIBIT 10.44
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT, dated as of February 10, 1999 (this
"AMENDMENT"), made by and between GLOBAL ALLIANCE FINANCE COMPANY, L.L.C., a
Delaware limited liability company, having its principal office at 00 Xxxx 00xx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("LENDER") and CARS-DB1, L.L.C., a
Delaware limited liability company, having an address at 0000 Xxxxxx Xxxx Xxxx,
Xxxxx 000, XxXxxx, Xxxxxxxx 00000 ("BORROWER").
W I T N E S S E T H:
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WHEREAS, Lender and Borrower are parties to that certain Loan
Agreement dated as of November 18, 1998 (the "LOAN AGREEMENT"), pursuant to
which Lender made a loan to Borrower in the original principal amount of Thirty-
Eight Million Fifty-Thousand and No/100 Dollars ($38,050,000); and
WHEREAS, Lender and Borrower have agreed to modify the terms of the
Loan Agreement in the manner hereinafter set forth.
NOW, THEREFORE, in pursuance of such agreement and for good and
valuable consideration, Lender and Borrower hereby agree as follows:
1. The definition of "Applicable Interest Rate", as set forth in
Section 1.1 of the Loan Agreement, is hereby deleted in its entirety and the
following substituted therefore:
"APPLICABLE INTEREST RATE" shall mean (a) Seven and Sixty-Seven
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Hundredths Percent (7.67%) per annum for the period from the Closing Date
through and including February 28, 1999, and (b) Seven and Fifty-Nine
Hundredths Percent (7.59%) thereafter.
2. Section 2.2.3 of the Loan Agreement is hereby deleted in its entirety
and the following substituted therefore:
2.2.3 PAYMENT BEFORE MATURITY DATE. On the Closing Date, Borrower
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shall make a payment of interest only for the period from the Closing Date
through and including the date immediately prior to the Monthly Payment
Date occurring in December, 1998. If the Closing Date shall occur within
the last ten (10) Business Days of November, Borrower shall pay to Lender,
in addition to the amount set forth in the preceding sentence, in advance
on the Closing Date, the amount of Debt Service scheduled to be payable to
Lender on the Monthly Payment Date occurring in January, 1999. Borrower
shall make a payment to Lender of interest only, in arrears, on the Monthly
Payment Date occurring in January, 1999, and on each Monthly Payment Date
thereafter to and including the Monthly Payment Date occurring in February
2000. Borrower shall make a payment to Lender of principal and interest,
in arrears, in the amount of Three Hundred Thirty-Five Thousand Eight
Hundred Twenty-Eight and
64/100 Dollars ($335,828.64) on the Monthly Payment Date occurring in
March, 2000 and on each Monthly Payment Date thereafter to and including
the Maturity Date. Each payment shall be applied first to accrued and
unpaid interest and the balance to principal.
3. Except as otherwise provided herein, the Loan Agreement shall
continue in full force and effect, in accordance with their respective terms,
and the parties hereto hereby expressly ratify, confirm and reaffirm all of
their respective liabilities, obligations, duties and responsibilities under and
pursuant to the Loan Agreement, as modified by this Amendment.
4. In the event of a conflict between the terms and conditions of this
Amendment and the terms and conditions of the Loan Agreement, the terms and
conditions of this Amendment shall control.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized representatives, all as of the day and
year first above written.
BORROWER:
CARS-DB1, L.L.C., a Delaware limited liability
company
By: CARS-DBSPE1, INC., a Delaware
corporation, its managing member
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
LENDER:
GLOBAL ALLIANCE FINANCE COMPANY,
L.L.C., a Delaware limited liability company
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President - GAFCO
By: /s/ Xxxxxxxx Heitbaum
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Name: Xxxxxxxx Heitbaum
Title: Vice President - GAFCO
