EXHIBIT 10.1
TWELVETH AMENDMENT TO
GENERAL CREDIT AND SECURITY AGREEMENT
THIS AGREEMENT, dated and effective as of April 11, 2002, between
SPECTRUM Commercial Services Company, a Minnesota Corporation, having its
mailing address and principal place of business at Xxx Xxxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (herein called "Lender" or "SCS"), and
Appliance Recycling Centers of America, Inc., a Minnesota corporation, having
the mailing address and principal place of business at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxxxx, XX 00000, (herein called "Borrower"), amends that certain General
Credit and Security Agreement dated August 30, 1996, ("Credit Agreement") as
amended. Where the provisions of this Agreement conflict with the Credit
Agreement, the intent of this Agreement shall control.
1. The definition of "Borrowing Base" appearing in Paragraph 2 is amended in its
entirety to read as follows:
"Borrowing Base" shall mean the sum of (i) Eighty percent
(80%) of the net amount of Eligible Receivables or such
greater or lesser percentage as Lender, in its sole
discretion, shall deem appropriate, plus (ii) the lesser of
(x) Two Hundred Fifty Thousand and No/100ths Dollars
($250,000) or (y) Twenty Five percent (25%) of the net amount
of Eligible Inventory (excluding Eligible Whirlpool Inventory
and Eligible Scratch and Dent Inventory), or such greater or
lesser dollars and/or percentage as Lender, in its sole
discretion, shall deem appropriate, plus (iii) the lesser of
(x) Two Million and No/100ths Dollars ($2,000,000) or (y)
Fifty percent (50%) of the net amount of Eligible Scratch and
Dent Inventory, or such greater or lesser dollars and/or
percentage as Lender, in its sole discretion, shall deem
appropriate, plus (iv) the lesser of (x) Five Million and
No/100ths Dollars ($5,000,000) or (y) Eighty percent (80%) of
the net amount of Eligible Whirlpool Inventory, or such
greater or lesser dollars and/or percentage as Lender, in its
sole discretion, shall deem appropriate, provided however,
that notwithstanding the dollar limits contained in
subsections (ii) - (iv) above, that the total aggregate amount
available under subsections (ii) - (iv) shall in no event
exceed Six Million and No/100ths Dollars ($6,000,000), or such
greater or lesser dollars as Lender, in its sole discretion,
shall deem appropriate.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SPECTRUM COMMERCIAL SERVICES APPLIANCE RECYCLING CENTERS
COMPANY OF AMERICA, INC.
By /s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxxxx, Principal Xxxxxx X. Xxxxxxx, President
GUARANTOR ACKNOWLEDGMENT
(TWELFTH AMENDMENT)
The undersigned (collectively the "Guarantor") has entered into certain
Guaranties of various dates (collectively the "Guaranty;" capitalized terms not
otherwise defined herein being used herein as therein defined), pursuant to
which each Guarantor has guarantied the payment and performance of certain
Indebtedness of Appliance Recycling Centers of America, Inc., a Minnesota
corporation ("Borrower") to SPECTRUM Commercial Services Company, a Minnesota
corporation, ("SCS"), which Indebtedness includes, without limitation, all
obligations of Borrower under that certain Revolving Note dated as of August 30,
1996 between the Borrower and SCS as subsequently amended and/or restated (as so
amended the "Original Loan Agreement").
Each Guarantor hereby acknowledges that it has received a copy of: (a)
the Twelfth Amendment to General Credit and Security Agreement dated as of the
date hereof (the "Loan Agreement") between the Borrower and SCS amending and
restating the Original Loan Agreement;
Each Guarantor hereby:
(a) agrees and acknowledges that the Guaranty applicable to
each Guarantor shall be of an UNLIMITED AMOUNT, including without
limitation all of Lender's fees, costs, expenses and attorneys' fees
incurred in enforcing the Guarantee; and
(b) confirms that:
(i) by the Guaranty, the Guarantor continues
to guarantee the full payment and performance of all
of the Indebtedness owed to SCS, including, without
limitation, all obligations of Borrower under the
Original Loan Agreement as amended and restated by
the Loan Agreement; and
(ii) with respect to each corporate
Guarantor, by such Guarantor's Subsidiary Security
Agreement, such Guarantor continues to grant a
security interest in the "Collateral" described in
such Guarantor's Subsidiary Security Agreement to
secure the payment and performance of the
"obligations" described therein; and
(iii) the Guaranty remains in full force and
effect, enforceable against the Guarantor in
accordance with its terms.
Dated: April 11, 2002
ARCA-MARYLAND, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Its President
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APPLIANCE RECYCLING CENTERS ARCA OF ST. LOUIS, INC.
OF AMERICA-CALIFORNIA, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
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Its President Its President
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