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EXHIBIT 10.2
FIRST AMENDMENT TO LOAN AGREEMENT AND RELATED DOCUMENTS
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND RELATED DOCUMENTS (the
"Amendment"), dated as of February 27, 1998, is among Search Funding II, Inc.,
a Texas corporation, Search Financial Services Holding Company, a Texas
corporation, Search Financial Services of Florida, Inc., a Texas corporation,
Search Financial Services of Georgia, Inc., a Texas corporation, Search
Financial Services of Louisiana, Inc., a Louisiana corporation, Search
Financial Services of Oklahoma, Inc., a Texas corporation, Search Financial
Services of Puerto Rico, Inc., a Puerto Rico corporation, Search Financial
Services of Tennessee, Inc., a Texas corporation, and Search Financial Services
of Texas, Inc., a Texas corporation (collectively, the "Existing Borrowers"),
Search Financial Services Inc., a Delaware corporation (the "Guarantor"), and
HIBERNIA NATIONAL BANK (the "Lender").
RECITALS:
A. The Existing Borrowers and the Lender have entered into that
certain Loan Agreement (the "Loan Agreement") dated October 6, 1997.
B. Pursuant to the Loan Agreement, the Guarantor executed that
certain Commercial Guaranty (the "Guaranty") dated October 6, 1997 which
guaranteed to Lender the payment and performance of the Indebtedness (as
defined in the Loan Agreement).
C. Pursuant to the Loan Agreement, the Existing Borrowers each
executed a certain Commercial Security Agreement dated October 6, 1997
(collectively, the "Security Agreement").
D. The Existing Borrowers are in default under the Loan
Agreement. In order to avoid the Lender's pursuit of remedies for collection
of the Line of Credit (as defined in the Loan Agreement) and realization on the
collateral securing the Line of Credit, the Existing Borrowers and the
Guarantor have requested that the Lender accept, in full satisfaction of the
obligations of Search Funding II, Inc. ("Search Funding") under the Loan
Agreement and the Related Documents (as defined in the Loan Agreement), the
transfer of substantially all of the Non-Prime Auto Paper and related
collateral covered by that certain Commercial Security Agreement dated October
6, 1997 executed by Search Funding (the "Transfer Transaction").
E. The Lender has agreed to the Transfer Transaction, provided
that, among other things, the Existing Borrowers and the Guarantor execute and
deliver that certain Agreement to Transfer Collateral and Restructure Loan of
even date herewith (the "Transfer Agreement") and the other documents
contemplated thereby.
F. The Existing Borrowers and the Guarantor have further
requested that the Lender waive the Existing Defaults under the Loan Agreement
and restructure the Line of Credit so that the Existing Borrowers (other than
Search Funding) may continue to obtain advances thereunder, which the Lender is
willing to do, subject to the terms and conditions hereof.
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NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
1.1 Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Loan Agreement, as amended hereby.
ARTICLE II
Amendments
2.1 Amendment to References in the Loan Agreement and Related
Documents. Effective as of the date hereof, all references in the Loan
Agreement and in the Related Documents to (i) "Borrower" and "Borrowers" shall
be deemed to mean individually, collectively and interchangeably Search
Financial Services Holding Company, Search Financial Services of Florida, Inc.,
Search Financial Services of Georgia, Inc., Search Financial Services of
Louisiana, Inc., Search Financial Services of Oklahoma, Inc., Search Financial
Services of Puerto Rico, Inc., Search Financial Services of Tennessee, Inc.,
and Search Financial Services of Texas, Inc. and (ii) "$25,000,000.00" shall be
deemed to be references to "$14,000,000.00."
2.2 Amendment to the Definition of "Borrowing Base" in the Loan
Agreement. Effective as of the date hereof, the definition of "Borrowing Base"
on page 1 of the Loan Agreement is hereby amended in its entirety to read as
follows:
BORROWING BASE. The words "BORROWING BASE" means the lesser of
$14,000,000.00 or the sum of (a) 65% of the aggregate amount of the
outstanding principal and interest owed under Eligible Consumer Paper,
and (b) the agreed borrowing base value of other Collateral granted to
Lender which is deemed eligible by Lender in its sole and absolute
discretion.
2.3 Deletion of Definition of "Eligible Non-Prime Auto Paper" in
the Loan Agreement. Effective as of the date hereof, the definition of
"Eligible Non-Prime Auto Paper" on pages 2 and 3 of the Loan Agreement and all
other references to "Eligible Non-Prime Auto Paper" in the Loan Agreement are
hereby deleted in their entirety.
2.4 Amendment to Monitoring Fee. Effective as of the date hereof,
the subsection entitled "Monitoring Fee" on page 5 of the Loan Agreement is
hereby amended in its entirety to read as follows:
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Monitoring Fee. A monitoring fee of $1,500 per month for each
month or portion of a month during the term of this Agreement. The
monitoring fee for a month is due and payable on the first day of the
following month.
2.5 Amendment to Annual Renewal Fee. Effective as of the date
hereof, the subsection entitled "Annual Renewal Fee" on page 5 of the Loan
Agreement is hereby amended in its entirety to read as follows:
Annual Renewal Fee. An annual renewal fee of 0.25% of the
maximum dollar amount of the Note payable, in full, on each annual
anniversary of this Agreement prior to the Expiration Date.
2.6 Amendment to Unused Facility Fee. Effective as of the date
hereof, the section entitled "Unused Facility Fee" on page 5 of the Loan
Agreement is hereby amended so that the reference to "0.070% per annum" is
changed to "0.250% per annum".
2.7 Amendment to Loan Proceeds. Effective as of the date hereof,
the section entitled "Loan Proceeds" on page 10 of the Loan Agreement is hereby
amended in its entirety to read as follows:
Loan Proceeds. Use all Loan proceeds solely for working
capital needs of Borrowers incurred in the ordinary course of business
of Borrowers. Notwithstanding the foregoing, Borrowers shall be
permitted to apply proceeds of the Loans in the maximum aggregate
amount of $500,000 (or such greater amount that may, in its sole
discretion, be approved by Lender in writing) to the repayment of
their valid and existing debts, including valid and existing
intercompany debts owing to Guarantor or any affiliate of Guarantor
other than Borrowers.
2.8 Amendment to Voluntary Readjustment of Indebtedness.
Effective as of the date hereof, the section entitled "Voluntary Readjustment
of Indebtedness" on page 13 of the Loan Agreement is hereby amended in its
entirety to read as follows:
Voluntary Readjustment of Indebtedness. Should proceedings
for readjustment of indebtedness, reorganization, bankruptcy,
composition or extension under any insolvency law be brought by any
Borrower or any Guarantor; provided however, that the filing of a
voluntary chapter 11 petition by Search Financial Services Inc. under
the Federal Bankruptcy Code ("Guarantor's Chapter 11 Case") shall not
constitute an Event of Default so long as none of the following shall
have occurred: (i) Guarantor's Chapter 11 Case is converted to a case
under chapter 7 of the Federal Bankruptcy Code; (ii) a trustee or
examiner is appointed in Guarantor's Chapter 11 Case; (iii) any
adversary proceeding or contested matter is commenced in Guarantor's
Chapter 11 Case requesting that the liens granted under any of the
Loan Documents be avoided or set aside or that the claims arising
under any of the Loan Documents be avoided or disallowed; (iv) any
adversary proceeding or contested matter is commenced in Guarantor's
Chapter 11 Case seeking to avoid or set aside any of the transactions
consummated under that certain Agreement to
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Transfer Collateral and Restructure Loan dated February 27, 1998 among
the Borrowers, the Lender and certain other parties; or (v) a chapter
11 plan of reorganization is confirmed in Guarantor's Chapter 11 Case
under which the Lender's claim is impaired and such plan has not been
accepted by Lender.
2.9 Addition to Events of Default. Effective as of the date
hereof, the section entitled "Events of Default" commencing on page 13 of the
Loan Agreement is hereby amended by adding the following thereto as an
additional Event of Default:
Servicing Agreement. A Servicer Event of Default shall have
occurred under and as defined in that certain Servicing Agreement
dated February 27, 1998, between Search Funding II, Inc. and Lender.
ARTICLE III
Conditions Precedent
3.1 Conditions. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:
(a) The Lender shall have received all of the following,
each dated (unless otherwise indicated) the date of this Amendment, in
form and substance satisfactory to the Lender:
(1) Resolutions. Resolutions of the
Board of Directors of each Existing Borrower and the executive
committee of Guarantor certified by its respective Secretary
or an Assistant Secretary which authorize the execution,
delivery, and performance by such Existing Borrower or
Guarantor of this Amendment and the other Related Documents to
which such Existing Borrower or Guarantor is or is to be a
party hereunder;
(2) Incumbency Certificate. A
certificate of incumbency certified by the Secretary or an
Assistant Secretary of each Existing Borrower and Guarantor
certifying the names of the officers of such Existing Borrower
or Guarantor authorized to sign this Amendment and each of the
other Related Documents to which such Existing Borrower or
Guarantor is or is to be a party hereunder (including the
certificates contemplated herein) together with specimen
signatures of such officers;
(3) Governmental Certificates.
Certificates of the appropriate government officials of the
state of incorporation of each Existing Borrower and Guarantor
as to the existence and good standing of such Existing
Borrower or Guarantor, each dated within ten (10) days prior
to the date of this Amendment;
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(4) Opinion of Counsel. A favorable
opinion of Xxxxxxx & Xxxxx, L.L.P., legal counsel to Existing
Borrowers and Guarantor, as to such matters as the Lender may
reasonably request;
(5) Transaction Documents. The Existing
Borrowers and the Guarantor shall have executed and delivered
the Transfer Agreement and such additional documents and
instruments as are contemplated thereby;
(6) Note. The Existing Borrowers
(except for Search Funding) shall have executed and delivered
an Amended and Restated Promissory Note in the form attached
hereto as Exhibit A; and
(7) Additional Information. Lender
shall have received such additional documents, instruments and
information as Lender may request.
(b) The representations and warranties contained herein
and in all Related Documents, as amended hereby and after giving
effect to the waivers herein, shall be true and correct as of the date
hereof as if made on the date hereof, except as they are affected by
Search Funding's exiting from the Non-Prime Auto Paper origination
business and by the litigation filed by Hall/Phoenix Inwood, Ltd. and
Fleet Bank, N.A. against Guarantor and others;
(c) Except for the Existing Defaults (as defined below)
and the Potential Defaults (as defined below), no Event of Default
shall have occurred and be continuing and no event or condition shall
have occurred that with the giving of notice or lapse of time or both
would be an Event of Default.
(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to Lender and its legal counsel, Xxxxxxxx Xxxxxxxx &
Xxxxxx P.C.
ARTICLE IV
Limited Waiver
4.1 Existing Defaults. The Existing Borrowers hereby acknowledge
that Lender has notified them that the following actions or inactions have
occurred which constitute Events of Defaults (the "Existing Defaults"):
(a) Default under Dominion Account Obligations. The
Existing Borrowers have failed to deposit into a Dominion Account
prior to the date hereof collections in the amount of approximately
$300,000.00, which were made with respect to amounts due under
Non-Prime Auto Paper or Consumer Paper or received from the sale of
any inventory of any Existing Borrower, within one (1) Business Day
after receipt;
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(b) False Statements. The representations and warranties
of the Existing Borrowers made in that certain Borrowing Base
Certificate dated as of January 28, 1998, delivered to the Lender were
incorrect in a material respect due to the miscalculation of the
Borrowing Base; and
(c) Receivership. Proceedings for the appointment of a
receiver of all or any part of the property of the Guarantor have been
commenced by Hall/Phoenix Inwood, Ltd., and such proceedings have not
been dismissed within sixty (60) days after commencement.
4.2 Potential Defaults. The Existing Borrowers hereby acknowledge
that Lender has notified them that the following breaches or violations of the
Loan Agreement have occurred which, if not cured within the applicable grace
period provided in the Loan Agreement, will constitute additional Events of
Default (the "Potential Defaults"):
(a) Failure to Deliver Instruments. The Existing
Borrowers have failed to deliver prior to February 16, 1998 all
original instruments representing all eligible Non-Prime Auto Paper or
Consumer Paper to the Lender or a custodian approved by the Lender,
and such failure has resulted in an overadvance;
(b) Default in Favor of Third Parties. The Guarantor is
in default under a loan, extension of credit, security agreement or
other agreement in favor of Fleet Bank, N.A. and in favor of
Hall/Phoenix Inwood, Ltd., in each case involving in excess of
$1,000,000; and
(c) Failure to Provide Borrowing Base Certificate.
Search Funding has violated or failed to comply fully with the
affirmative covenant to provide a Borrowing Base Certificate to the
Lender by noon on Wednesday, February 11, 1998.
(d) Default Under the Loan Agreement. The Guarantor
has failed to maintain a minimum Adjusted Net Worth of no less than
$20,000,000.00.
4.3 Limited Waiver. By execution of this Amendment, the Lender
hereby waives the Existing Defaults and the Potential Defaults which would
arise under the Loan Agreement as described in Sections 4.1 and 4.2 of this
Amendment. Lender is not presently aware of any other Event of Default or any
other occurrence which, if not cured within the applicable grace period, would
constitute an Event of Default. Except as otherwise specifically provided for
in this Section 4.3 of this Amendment, nothing contained herein shall be
construed as a waiver by the Lender of any covenant or provision of the Loan
Agreement, the Related Documents, or of any other contract or instrument
between the Existing Borrowers and the Lender, and the failure of the Lender at
any time or times hereafter to require strict performance by the Existing
Borrowers of any provision thereof shall not waive, affect or diminish any
right of the Lender to thereafter demand strict compliance therewith.
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ARTICLE V
Ratification by the Guarantor
5.1 Ratifications. The Guarantor hereby ratifies and reaffirms
all of its obligations under the Guaranty and acknowledges that the Guaranty is
not subject to any claims, defenses or offsets. The Guarantor also hereby
agrees that nothing contained in the Loan Agreement and the Related Documents,
as hereby amended, shall adversely affect any right or remedy of the Lender
under the Guaranty and that the execution and delivery of this Amendment and
the Related Documents shall in no way change or modify its obligations under
the Guaranty and shall not constitute a waiver by the Lender of any of its
rights against the Guarantor.
ARTICLE VI
Ratifications, Representations and Warranties
6.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Loan Agreement and the Related Documents, including without
limitation the Security Agreement, and except as expressly modified and
superseded by this Amendment or the Transfer Agreement, the terms and
provisions of the Loan Agreement and the Related Documents are ratified and
confirmed and shall continue in full force and effect. The Existing Borrowers
and the Lender agree that the Loan Agreement and the Related Documents as
amended hereby shall continue to be legal, valid, binding and enforceable in
accordance with its terms, except for the release of Search Funding from any
obligations thereunder. The Existing Borrowers hereby agree that the security
interests and the liens in the Collateral granted to the Lender by the Existing
Borrowers (other than Search Funding) are not extinguished hereby and the
making, perfection and priority of such security interests shall continue in
full force and effect.
6.2 Representations and Warranties. The Existing Borrowers hereby
represent and warrant to the Lender that (i) the execution, delivery and
performance of this Amendment, the Transfer Agreement and any and all documents
executed and/or delivered in connection herewith or therewith have been
authorized by all requisite corporate action on the part of each Existing
Borrower and will not violate the certificate or articles of incorporation or
bylaws of such Existing Borrower, (ii) the representations and warranties
contained in the Loan Agreement, as amended hereby and after giving effect to
the waivers herein, and any Related Document are true and correct on and as of
the date hereof as though made on and as of the date hereof, except as they are
affected by Search Funding's exiting from the Non-Prime Auto Paper origination
business and by the litigation filed by Hall/Phoenix Inwood, Ltd. and Fleet
Bank, N.A. against Guarantor and others, (iii) except for the Existing Defaults
and the Potential Defaults, no Event of Default has occurred and is continuing
and no event or condition has occurred that with the giving of notice or lapse
of time or both would be an Event of Default, and (iv) the Existing Borrowers
have valid and existing intercompany debts owing to the Guarantor or an
affiliate of the Guarantor (other than Existing Borrowers) in the aggregate
amount of $1,499,718 as of January 31, 1998.
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ARTICLE VII
Miscellaneous
7.1 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any Related Document
including any Related Document furnished in connection with this Amendment
shall survive the execution and delivery of this Amendment and the other
Related Documents, and no investigation by the Lender or any closing shall
affect the representations and warranties or the right of the Lender to rely
upon them.
7.2 Reference to Loan Agreement. Each of the Related Documents,
including the Loan Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Loan Agreement as amended hereby, are
hereby amended so that any reference in such Related Documents to the Loan
Agreement shall mean a reference to the Loan Agreement as amended hereby.
7.3 Expenses of Lender. As provided in the Loan Agreement, the
Existing Borrowers (other than Search Funding) agree to pay on demand all costs
and expenses incurred by the Lender in connection with the preparation,
negotiation, and execution of this Amendment and the other Related Documents
executed pursuant hereto and any and all amendments, modifications, and
supplements thereto, including without limitation the costs and fees of the
Lender's legal counsel, and all costs and expenses incurred by the Lender in
connection with the enforcement or preservation of any rights under the Loan
Agreement, as amended hereby, or any other Related Document, including without
limitation the costs and fees of the Lender's legal counsel.
7.4 Severability. Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
7.5 Applicable Law. This Amendment and all other Loan Documents
executed pursuant hereto shall be deemed to have been made and to be
performable in the State of Louisiana, and shall be governed by and construed
in accordance with the laws of the State of Louisiana.
7.6 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Lender and the Existing Borrowers and their
respective successors and assigns, except no Existing Borrower may assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Lender.
7.7 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
7.8 Effect of Waiver. No consent or waiver, express or implied,
by the Lender to or for any breach of or deviation from any covenant, condition
or duty by any Existing Borrower or
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Guarantor shall be deemed a consent or waiver to or of any other breach of the
same or any other covenant, condition or duty.
7.9 Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
7.10 RELEASE. THE EXISTING BORROWERS AND THE GUARANTOR HEREBY
ACKNOWLEDGE THAT THEY HAVE NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT,
CLAIM OR DEMAND OF ANY KIND OF NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE
OR ELIMINATE ALL OR ANY PART OF THEIR RESPECTIVE LIABILITY TO REPAY THE
"INDEBTEDNESS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM THE LENDER. THE EXISTING BORROWERS AND THE GUARANTOR HEREBY VOLUNTARILY
AND KNOWINGLY RELEASE AND FOREVER DISCHARGE THE LENDER, ITS PREDECESSORS,
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS, SUCCESSORS AND ASSIGNS, FROM
ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH THE EXISTING BORROWERS OR THE GUARANTOR MAY NOW OR
HEREAFTER HAVE AGAINST THE LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, ATTORNEYS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE
OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING WITHOUT
LIMITATION ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OF
RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR RELATED
DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
7.11 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE EXISTING BORROWERS, THE GUARANTOR AND THE LENDER HEREBY
IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE)
ARISING OUT OF OR RELATING TO THE LOAN AGREEMENT OR RELATED DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF THE LENDER IN THE
NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.
7.12 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS,
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WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS
AMONG THE PARTIES HERETO.
[Remainder of Page Intentionally Left Blank]
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Executed as of the date first written above.
EXISTING BORROWERS:
SEARCH FUNDING II, INC.
SEARCH FINANCIAL SERVICES HOLDING
COMPANY
SEARCH FINANCIAL SERVICES OF
FLORIDA, INC.
SEARCH FINANCIAL SERVICES OF
GEORGIA, INC.
SEARCH FINANCIAL SERVICES OF
LOUISIANA, INC.
SEARCH FINANCIAL SERVICES OF
OKLAHOMA, INC.
SEARCH FINANCIAL SERVICES OF
PUERTO RICO, INC.
SEARCH FINANCIAL SERVICES OF
TENNESSEE, INC.
SEARCH FINANCIAL SERVICES OF
TEXAS, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President of each entity
LENDER:
HIBERNIA NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Executive Vice President
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GUARANTOR:
SEARCH FINANCIAL SERVICES INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Senior Executive Vice President and
Chief Financial Officer
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