FIRST AMENDMENT
TO
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
FIRST AMENDMENT ("First Amendment") dated as of June 20, 1997
to the Amended and Restated Revolving Credit and Security Agreement dated as of
May 28, 1997 (as amended and waived to the dated hereof and as may be further
amended, supplemented, modified or waived from time to time, the "Loan
Agreement") by and among ALLSTATE FINANCIAL CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia ("Borrower"), IBJ XXXXXXXX BANK &
TRUST COMPANY ("IBJS"), the other lenders party to the Loan Agreement (IBJS, and
each of the other lenders which may now or in the future be a party to the Loan
Agreement, the "Lenders") and IBJS, as agent for the Lenders (IBJS, in such
capacity, the "Agent").
BACKGROUND
Borrower has requested that Agent and Lenders amend certain
provisions of the Loan Agreement and Agent and Lenders are willing to do so on
the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrower
by Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise
defined herein shall have the meanings given to them in the Loan
Agreement.
2. Amendments to Loan Agreement. Subject to
satisfaction of the conditions set forth in Section 4 below, the
Loan Agreement is hereby amended as follows:
(a) Section 1.2 of the Loan Agreement is hereby amended
as follows:
(i) the following defined terms are hereby added in
appropriate alphabetical order:
"Allstate Factors" shall mean the Allstate Factors
division of Borrower.
"Allstate Factors Borrowing Base" shall have the
meaning set forth in Section 2.2B(a).
"Allstate Factors Advances" shall mean the Advances
made to Allstate Factors pursuant to Section 2.2B(a) hereof.
"Allstate Factors Lockbox Account" shall have the
meaning set forth in Section 4.16(a).
"Allstate Factors Operating Account" shall have the
meaning set forth in Section 4.16(d).
"Amounts Due From Republic" shall mean, at any time,
all amounts or balances (i) due from Republic to Borrower (or Allstate Factors)
at such time (whether or not payable at such time) and (ii) otherwise standing
on the books of Republic to the credit of Borrower (or Allstate Factors) at such
time, but only to the extent such amounts, balances or credits are payable
directly to the Allstate Factors Lockbox Account under and in accordance with
the terms of this Agreement and the Republic Intercreditor Agreement.
"First Amendment" shall mean the First Amendment
dated as of June 20, 1997 to Amended and Restated Revolving Credit and Security
Agreement dated as of May 28, 1997.
"First Amendment Effective Date" shall mean the date
on which all conditions set forth in Section 4 of the First Amendment are
satisfied or waived in writing by the Agent.
"Republic" shall mean Republic Business Credit
Corporation and shall include its successors and assigns.
"Republic Collateral" shall mean "Collateral" as
defined in Section 3 of the Republic Factoring Agreement.
"Republic Factoring Agreement" shall mean the
Factoring Agreement between Borrower (or Allstate Factors) and Republic in
substantially the form attached hereto as Exhibit 1.2(e), together with such
modifications thereto as Borrower and Republic may from time to time deem
appropriate or desirable; provided, however, that no such modifications can be
made, without Agent's prior approval, (i) at any time, to (a) the definition of
"Collateral" set forth in Section 3 thereof, (b) Section 4 thereof or (c) the
definition of "Receivables" set forth in Section 15 thereof, or (ii) following
the occurrence and during the continuance of an Event of Default, any other
Section thereof, such approval not to be unreasonably withheld.
"Republic Intercreditor Agreement" shall mean the
Subordination Agreement and Assignment of Monies Due Under Factoring Agreement
among Republic, Agent and Borrower (or Allstate Factors) in substantially the
form attached hereto as Exhibit 1.2(f), together with such modifications thereto
as may be made from time to time in accordance with the terms thereof.
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(ii) the following defined terms are hereby amended
in their entirety to provide as follows:
"Advances" shall mean and include, without
duplication, the Revolving Advances, the Allstate Factors Advances,
the Inventory Value Advances, the Equipment Value Advances and
Letters of Credit.
"Borrower" shall have the meaning set forth in the
preamble to this Agreement and shall extend to all permitted successors and
assigns. Unless the context otherwise requires, the term "Borrower" shall
include Allstate Factors. In certain circumstances in this Agreement and the
Other Documents, the term "Borrower" may be followed by words such as
"including, without limitation, Allstate Factors" or other words or phrases of
similar import. In such circumstances, the reference to "Allstate Factors" is
intended to provide emphasis only and not to exclude "Allstate Factors" from the
term "Borrower" in other circumstances. In addition, the inclusion of "Allstate
Factors" is for emphasis only and is not intended to mean that Allstate Factors
has a legal existence separate from that of Borrower.
"Cash Collateral Account" shall have the meaning set
forth in Section 2.10(d).
"Revolving Advances" shall mean Advances made other
than Letters of Credit, Equipment Value Advances, Inventory Value
Advances and Allstate Factors Advances.
(iii) the word "and" appearing immediately
before clause (n) of the definition of "Permitted Encumbrances" is hereby
deleted; clause (n) of the definition of "Permitted Encumbrances" is hereby
re-lettered clause (o) and the following new clause (n) is inserted immediately
before clause (o) (as re-lettered):
"(n) Liens on the Republic Collateral in favor of
Republic (which Liens may be senior to the Liens
thereon in favor of Agent) relating solely to the
Republic Collateral, but only to the extent such
Liens do not secure outstanding Indebtedness for
borrowed money by, or actual cash advances by
Republic to, Borrower or Allstate Factors; and"
(iv) the definition of "Receivables" is hereby
amended by (x) inserting the words ", without duplication" immediately before
clause (a) thereof, (y) re-designating clause (iv) thereof as clause (v) and (z)
inserting the following new clause (iv) at the end of clause "(iii)" thereof:
"(iv) the Republic Factoring Agreement (including,
without limitation, all Amounts Due from Republic)"
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(v) Exhibit 1.2(c) attached to the Loan Agreement
is hereby amended to include as a "Factoring Agreement" an agreement in
substantially the form attached hereto as Exhibit I and the Republic Factoring
Agreement and the Republic Intercreditor Agreement are hereby attached as
Exhibits 1.2(e) and 1.2(f), respectively, to the Loan Agreement.
(b) Section 2.1(a)(x) of the Loan Agreement is hereby
amended by deleting the parenthetical phrase appearing therein and
inserting the following in lieu thereof:
"(less the sum of the aggregate amount of (I) outstanding
Letters of Credit, (II) outstanding Equipment Value Advances,
(III) outstanding Inventory Value Advances and (IV)
outstanding Allstate Factors Advances"
(c) The Loan Agreement is hereby amended by inserting the
following new Section 2.2B immediately after Section 2.2A thereof:
"2.2B Allstate Factors Advances. (a) Subject to the terms and
conditions of this Agreement, each Lender, severally and not jointly,
agrees to make loans to Allstate Factors ("Allstate Factors Advances")
in aggregate amounts outstanding at any time equal to such Lender's
Commitment Percentage of the lesser of (x) the Maximum Revolving
Advance Amount (less the sum of the aggregate amount of (I) outstanding
Revolving Advances, (II) outstanding Letters of Credit, (III)
outstanding Equipment Value Advances and (IV) outstanding Inventory
Value Advances) or (y) an amount equal to the lesser of 85% (subject to
increase or decrease in the same manner as changes to the Advance Rates
under Section 2.1(b) hereof) of (i) the Amounts Due from Republic from
time to time or (ii) the aggregate amount from time to time outstanding
of actual cash advances by Allstate Factors to Clients secured by the
Amounts Due from Republic at such time, less (in either case) such
reserves as Agent may reasonably deem proper and necessary from time to
time in connection with charges, judgments or other amounts which Agent
may have to pay to preserve the Amounts Due from Republic or the
priority of the Lien of the Agent therein (preceding clause (y)(i) or
(ii), as applicable, the "Allstate Factors Borrowing Base").
(b) Allstate Factors Advances shall be made on and after the First
Amendment Effective Date and thereafter during the Term, subject to the
terms hereof. Allstate Factors may use the Allstate Factors Advances by
borrowing, repaying and reborrowing, all in accordance with the terms
and conditions hereof. The proceeds of each Allstate Factors Advance
requested by Allstate Factors shall, to the extent Lenders make such
Allstate Factors Advance, be made available to Allstate Factors on the
day so requested by way of credit to
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Allstate Factors Operating Account, in immediately available federal or
other immediately available funds. The aggregate principal amount of
Allstate Factors Advances outstanding on the last day of the Term shall
be payable in full upon the expiration of the Term, subject to
acceleration upon the occurrence of an Event of Default under this
Agreement or termination of this Agreement.
(d) The Loan Agreement is hereby amended by inserting the
following new Section 2.5B immediately after Section 2.5A thereof:
"Maximum Allstate Factors Advances. The aggregate
balance of Allstate Factors Advances outstanding at any time shall not exceed
the lesser of (x) the Maximum Revolving Advance Amount less (a) outstanding
Revolving Advances, (b) outstanding Letters of Credit, (c) outstanding Equipment
Value Advances and (d) outstanding Inventory Value Advances and (y) the Allstate
Factors Borrowing Base."
(e) Section 2.6 of the Loan Agreement is hereby amended
in its entirety to provide as follows:
"2.6 Repayment of Excess Advances. The aggregate
balance of Revolving Advances, Equipment Value Advance,
Inventory Value Advances and Allstate Factors Advances, as the
case may be, outstanding at any time in excess of the maximum
permitted under Section 2.4, Section 2.5, Section 2.5A or
Section 2.5B, as applicable, shall be immediately due and
payable without the necessity of any demand, at the Payment
Office, whether or not a Default or Event of Default has
occurred."
(f) Section 2.8 of the Loan Agreement is hereby amended by
inserting the following new clause immediately after clause (c) thereof:
"less (d) outstanding Allstate Factors Advances"
(g) Section 2.10(c) of the Loan Agreement is hereby
amended by inserting the following new clause immediately after
clause (iv) thereof:
"less (v) outstanding Allstate Factors Advances"
(h) Section 2.12 (a) of the Loan Agreement is hereby amended
by inserting the words ", Allstate Factors Advance" after the words "Equipment
Value Advance" appearing in the first sentence thereof.
(i) Sections 2.12(h) and (j) of the Loan Agreement are
hereby amended by deleting the words "Revolving Advances" appearing
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therein and inserting in lieu thereof the words "Advances (other than Letters of
Credit)".
(j) The first sentence of Section 2.12(k) of the Loan
Agreement is amended in its entirety to read as follows:
"Each payment (including each prepayment) by Borrower on
account of the principal of and interest on the Revolving
Credit Note, shall, subject to Sections 2.1, 2.2, 2.2A and
2.2B, be applied to the Revolving Advances, Equipment Value
Advances, Inventory Value Advances and Allstate Factors
Advances, as the case may be, as applicable, pro rata
according to the Commitment Percentages of the Lenders."
(k) Sections 2.12(l)(i), 2.12(m) and 2.12(n) of the Loan
Agreement are hereby amended by inserting the words ", Allstate Factors
Advances" after the words "Equipment Value Advances" each place they appear
therein.
(l) Section 4.4 of the Loan Agreement is hereby amended by
inserting the parenthetical phrase "(but subject in all events to the terms of
the Republic Intercreditor Agreement)" immediately after the words "Event of
Default" appearing therein.
(m) Section 4.6 of the Loan Agreement is hereby amended by (x)
inserting the words "(but subject in all events to the terms of the Republic
Intercreditor Agreement)" after the words "Event of Default" appearing in the
fourth sentence thereof and (y) deleting the last sentence thereof in its
entirety and inserting the following in lieu thereof:
"Following the occurrence and during the continuation of an
Event of Default, Borrower shall (except with respect to the
Republic Collateral) at Agent's request, and Agent may
(subject to the terms of the Republic Intercreditor
Agreement), at its option, instruct all suppliers, carriers,
forwarders, warehouses or others receiving or holding cash,
checks, Inventory, documents or instruments in which Agent
holds a security interest to deliver same to Agent and/or
subject to Agent's order and if they shall come into
Borrower's possession they and each of them (except to the
extent any of them constitute Republic Collateral), shall be
held by Borrower in trust as Agent's trustee and (except to
the extent any of them constitute Republic Collateral)
Borrower shall immediately deliver them to Agent in their
original form together with any necessary endorsement."
(n) Section 4.15(d) of the Loan Agreement is hereby amended by
(x) inserting the parenthetical phrase "(other than Receivables that constitute
Republic Collateral)" immediately after
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the word "Receivables" appearing in the first sentence thereof and (y) inserting
the words "or cause to be deposited in the Allstate Factors Lockbox Account, as
the case may be," immediately after the words "Lockbox Account" appearing in the
second sentence thereof.
(o) Section 4.15(e) of the Loan Agreement is hereby amended by
(x) inserting the parenthetical phrase "(but subject to the terms of the
Republic Intercreditor Agreement)" immediately after the words "Event of
Default" appearing in the first sentence thereof and (y) by inserting the
parenthetical phrase "(subject to the terms of the Republic Intercreditor
Agreement)" immediately after the phrase "Agent shall have the sole right"
appearing in the second sentence thereof.
(p) Section 4.15 (f)(2) of the Loan Agreement is hereby
amended by inserting the parenthetical phrase "(but subject in all events to the
terms of the Republic Intercreditor Agreement)" immediately after the words
"Event of Default" appearing at the end of the introductory paragraph thereof.
(q) Sections 4.15(f)(5) and 4.15(g) of the Loan Agreement are
hereby amended by inserting the parenthetical phrase "(but subject to the terms
of the Republic Intercreditor Agreement)" immediately after the words "Event of
Default" each place they appear therein.
(r) Section 4.16(a) of the Loan Agreement is hereby
deleted in its entirety and the following is inserted in lieu
thereof:
"(a) Commencing on the Original Closing Date and for so long
as any Obligations are outstanding, Borrower shall deposit
within three (3) Business Days following the date of receipt
thereof or cause to be deposited directly all cash, checks,
notes, drafts or other similar items of payment relating to or
constituting payments made in respect of any and all
Receivables (other than Amounts Due from Republic and amounts
due in respect of the Republic Collateral) into one collection
account in Borrower's name at each bank set forth on Schedule
4.16 hereto that have no rights of setoff or recoupment or any
other claim against such accounts (collectively, the "Lockbox
Accounts"). To the extent that any Lockbox Accounts are from
time to time maintained at Agent or any other Lender, all
cash, checks, notes, drafts and other similar items of payment
from time to time deposited in such Lockbox Accounts shall be
made available to Borrower for all purposes hereof at the
times and in a manner consistent with IBJS's past practices
with Borrower.
Commencing on the date on which the Republic Factoring
Agreement becomes effective and for so long as it remains
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effective and any Obligations are outstanding, Borrower
(including Allstate Factors) shall, at the time and to the
extent same would otherwise be available to Borrower
(including Allstate Factors) under and in accordance with the
Republic Factoring Agreement, cause Republic to deposit all
Amounts Due from Republic directly into one collection account
in Borrower's (or Allstate Factors' name) maintained at Agent
(the "Allstate Factors Lockbox Account"). All amounts from
time to time deposited in the Allstate Factors Lockbox Account
shall be made available to Allstate Factors for all purposes
hereof at the times and in a manner consistent with IBJS's
past practices with Borrower's deposits to the Lockbox
Account(s). Blocked account arrangements shall be established
with the banks at which the Lockbox Accounts and the Allstate
Factors Lockbox Account are maintained.
At any time when an Event of Default is not continuing,
Borrower may pay down the Advances (other than Letters of
Credit) by (i) wiring funds from the Lockbox Account or the
Allstate Factors Lockbox Account, as the case may be, to
Agent's depository account as designated by Agent from time to
time (the "Depository Account"), and (ii) providing notice to
Agent of such deposit. At any time when an Event of Default is
not continuing, Borrower may, in lieu of wiring funds to the
Depository Account, cause the transfer of funds in the Lockbox
Accounts to the Operating Accounts and funds in the Allstate
Factors Lockbox Account to the Allstate Factors Operating
Account.
At any time when an Event of Default is continuing, all
amounts deposited in the Lockbox Accounts and the Allstate
Factors Lockbox Account shall on the same day that such
amounts are available for transfer, unless the Lockbox Account
banks are, or the Allstate Factors Lockbox Account bank is,
otherwise instructed by Agent, be deposited via wire transfer,
in immediately available funds, into the Depository Account.
Notwithstanding the foregoing, unless an Event of Default is
continuing under Section 10.1, 10.7 or 10.8 hereof, Allstate
Factors shall be permitted to transfer amounts from the
Allstate Factors Lockbox Account to the Allstate Factors
Operating Account to the extent (but only to the extent)
necessary to enable Allstate Factors to remit such amounts to
(or for the benefit or account of) Clients of Allstate Factors
who have no outstanding loans or advances owing to Allstate
Factors.
Agent shall give Borrower at least five (5) Business Days
notice prior to changing the Depository Account. So long as no
Default has occurred, Borrower may open a Lockbox
8
Account with any bank in lieu of or in addition to those
listed on Schedule 4.16 hereto; provided, however, that (i)
Agent shall have consented to the opening of such Lockbox
Account with such bank, and (ii) at the time of the opening of
such Lockbox Account Borrower shall deliver to Agent a blocked
account agreement duly executed by Borrower and such bank, in
form and substance satisfactory to Agent. The Lockbox Accounts
and the Allstate Factors Lockbox Account shall be cash
collateral accounts, with all cash, checks and other similar
items of payment in such accounts securing payment of the
Obligations, and in which Borrower will have granted a Lien to
Agent for the benefit of Lenders."
(s) Section 4.16 of the Loan Agreement is hereby further
amended by inserting the following new subsection (d) immediately
after subsection (c) thereof:
"(d) Borrower (or Allstate Factors) shall maintain an account
(the "Allstate Factors Operating Account") at a bank
acceptable to Agent in which Agent or Lenders shall from time
to time, (i) deposit proceeds of Allstate Factors Advances
made pursuant to Section 2.2B hereof to be used for the
working capital and general corporate needs of Allstate
Factors and (ii) in accordance with Section 4.16(a), cause or
permit transfers from the Allstate Factors Lockbox Account.
The Allstate Factors Operating Account shall be a cash
collateral account, with all cash checks and other similar
items of payment in such account securing payment of the
Obligations, and in which Borrower (and Allstate Factors)
hereby grants a Lien to Agent for the benefit of Lenders,
provided that, unless an Event of Default is continuing under
Section 10.1, 10.7 or 10.8 hereof, neither Agent nor any
Lender shall exercise its rights, remedies or powers with
respect to any amounts on deposit in the Allstate Factors
Operating Account to the extent (but only to the extent)
Allstate Factors is obligated pursuant to one or more
Factoring Agreements to remit such amounts to (or for the
benefit or account of) Clients of Allstate Factors who have no
outstanding loans or advances owing to Allstate Factors.
(t) Section 6.4 of the Loan Agreement is hereby amended by
inserting the parenthetical phrase (x) "(other than Receivables that constitute
Republic Collateral) immediately after the word "Collateral" appearing in clause
(a) thereof, (y) "(except to the extent such Receivables are sold, transferred,
conveyed or assigned to Republic in accordance with Section 7.1 hereof)" at the
end of clause (b) thereof, and (z) "(other than a Receivable that constitutes
Republic Collateral)" immediately after the word "Receivable" appearing in
clause (c) thereof.
9
(u) Section 7.1 of the Loan Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (ix) thereof and
inserting in lieu thereof "," and (ii) inserting the following new clause (xi)
immediately after clause (x) thereof:
"and (xi) Borrower (or Allstate Factors) may sell, transfer,
convey, assign or otherwise dispose of Receivables to Republic
but only if (i) such Receivables are acquired by Allstate
Factors pursuant to a Factoring Agreement with a Client of
Allstate Factors, (ii) such sale, transfer, conveyance,
assignment or other disposition is made to Republic pursuant
to the Republic Factoring Agreement, and (iii) the Republic
Intercreditor Agreement is in full force and effect"
(v) Section 7.8 of the Loan Agreement is hereby amended by (i)
inserting immediately after the date "December 31, 1996" appearing in clause
(iv) thereof the phrase "and credit balances and other amounts due to Clients of
Allstate Factors under and in accordance with the applicable Factoring
Agreements as long as such credit balances and other amounts are reflected on
Borrower's balance sheet in accordance with generally accepted accounting
principles", (ii) deleting the word "and" appearing at the end of clause (x)
thereof and (iii) inserting the following new clause (xii) immediately after
clause (xi) thereof:
"and (xii) Indebtedness to Republic under and in accordance
with the Republic Factoring Agreement other than Indebtedness
for borrowed money or actual cash advances by Republic to
Borrower (or Allstate Factors)"
(w) Section 7.9 of the Loan Agreement is hereby amended by (i)
deleting the date "December 31, 1993" appearing in the first sentence thereof
and inserting in lieu thereof the date "December 31, 1996" and (ii) inserting
the following new sentence at the end thereof:
"Notwithstanding the foregoing, Borrower (through Allstate
Factors) may expand its business (as constituted on the
Effective Date) to include traditional factoring products and
services and other reasonably related or incidental products
and services.
(x) Section 7.19(d) of the Loan Agreement is hereby
amended by inserting the following new, stand-alone sentence at the
end thereof:
"For purposes of Section 7.19(d)(ii), "Receivables" shall not
include Amounts Due from Republic and "Account Debtor" shall
not include Republic."
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(y) Section 8.2(c) of the Loan Agreement is hereby amended by
(i) deleting the word "or" before the words "Section 2.5A" and inserting in lieu
thereof "," and (ii) inserting the words "or Section 2.5B" immediately before
the word "hereof" appearing therein.
(z) Section 9.2 of the Loan Agreement is hereby amended by
inserting the following sentence immediately after the first sentence thereof:
"Within three (3) business days of receipt by Borrower,
Borrower shall deliver to Agent a copy of each monthly
statement received from Republic (together with all pertinent
supporting documentation received from Republic)."
(aa) Section 11.1 of the Loan Agreement is hereby amended
by inserting the following sentence at the end thereof:
"Notwithstanding anything to the contrary contained in this
Article XI, the rights, remedies and powers of Agent or any
Lender shall, as they relate to Receivables sold, transferred,
conveyed or assigned to Republic in accordance with Section
7.1 hereof, be subject to the terms of the Republic
Intercreditor Agreement."
(bb) Section 11.3 of the Loan Agreement is hereby amended by
inserting after the words "Agent and such Lender shall" the following clause:
", subject to Sections 4.16(a) and 4.16(d) as same relate to
transfers from the Allstate Factors Lockbox Account into the
Allstate Factors Operating Account and from the Allstate
Factors Operating Account to (or for the benefit or account
of) Clients of Allstate Factors who have no outstanding loans
or advances owing to Allstate Factors,"
3. Each Lender, by its signature hereto, authorizes and
directs Agent to execute and deliver the Republic Intercreditor Agreement and to
take such actions from time to time as Agent deems necessary or appropriate to
comply with the terms thereof.
4. Conditions of Effectiveness. This First Amendment
shall become effective as of the date first above written (the
"First Amendment Effective Date") upon receipt by Agent of a copy of this First
Amendment duly executed by Borrower and each Lender and consented to by each of
the Guarantors.
5. Representations and Warranties. Borrower hereby
represents and warrants as of the First Amendment Effective Date as
follows:
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(a) This First Amendment and the Loan Agreement, as amended
hereby, constitute the legal, valid and binding obligations of Borrower
and are enforceable against Borrower in accordance with their
respective terms.
(b) After giving effect to this First Amendment, Borrower
hereby reaffirms all covenants, representations and warranties made in
the Loan Agreement and the Security Agreement and agrees that all such
covenants, representations and warranties shall be deemed to have been
remade as of the First Amendment Effective Date.
(c) No Event of Default or Default has occurred and is
continuing or would exist, in each case, after giving effect to this
First Amendment.
(d) Borrower has no defense, counterclaim or offset to
the Obligations.
6. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the
Loan Agreement as amended hereby.
(b) Except as specifically amended hereby, the Loan Agreement
and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.
(c) Except as expressly set forth herein, the execution,
delivery and effectiveness of this First Amendment shall not operate as
a waiver of any right, power or remedy of Agent and Lenders, nor
constitute a waiver of any provision of the Loan Agreement or any other
documents, instruments or agreements executed and/or delivered under or
in connection therewith.
7. Governing Law. This First Amendment shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and construed in
accordance with the laws of the State of New York.
8. Headings. Section headings in this First Amendment
are included herein for convenience of reference only and shall not
constitute a part of this First Amendment for any other purpose.
9. Counterparts; Telecopy Signatures. This First
Amendment may be executed by the parties hereto in one or more counterparts,
each of which taken together shall be deemed to
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constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission shall be deemed to be an original signature hereto.
IN WITNESS WHEREOF, the parties hereto, by their duly
authorized officers, have executed this First Amendment as of the day and year
first above written.
IBJ XXXXXXXX BANK & TRUST
COMPANY, as Agent and Lender
By
Name:
Title:
NATIONAL BANK OF CANADA, a
Lender
By
Name:
Title:
By
Name:
Title:
ALLSTATE FINANCIAL CORPORATION
By
Name: Xxxxx Xxxxxxx
Title: President
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CONSENTED AND AGREED TO:
LIFETIME OPTIONS, INC., A
VIATICAL SETTLEMENT COMPANY
By
Name: Xxxxx Xxxxxxx
Title: President
PREMIUM SALES NORTHEAST, INC. SETTLEMENT SOLUTIONS, INC.
By By
Name: Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: President Title: President
RECEIVABLE FINANCING CORPORATION
By
Name: Xxxxx Xxxxxxx
Title: President
BUSINESS FUNDING OF FLORIDA, INC.
By
Name: Xxxxx Xxxxxxx
Title: President
BUSINESS FUNDING OF AMERICA, INC.
By
Name: Xxxxx Xxxxxxx
Title: President
AFC HOLDING CORPORATION
By
Name: Xxxxx Xxxxxxx
Title: President
14
