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EXHIBIT 10.25
AMENDMENT NUMBER FOURTEEN TO CONSOLIDATED, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER FOURTEEN TO CONSOLIDATED, AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of June 29,
2001, between FOOTHILL CAPITAL CORPORATION, a California corporation
("Foothill"), with a place of business located at 0000 Xxxxxxxx Xxxxxx, Xxxxx
0000 Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, MALIBU ENTERTAINMENT WORLDWIDE, INC.,
a Georgia corporation ("MEWI"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA MANAGEMENT COMPANY, a
Georgia corporation ("MMC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MALIBU GRAND PRIX CORPORATION, a
Delaware corporation ("MGPC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, TUCSON MGPC, INC., an Arizona
corporation ("Tucson"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, XXXXXX HILLS MGPC, INC., a California
corporation ("PH"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, XXXXXX HILLS SHOWBOAT MGPC, INC., a
California corporation ("PHS"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, REDONDO BEACH CASTLE MGPC, INC.,
a California corporation ("RBC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, REDWOOD CITY CASTLE MGPC, INC.,
a California corporation ("RCC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, SAN DIEGO MGPC, INC., a
California corporation ("San Diego"), with its chief executive office located at
000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, PORTLAND MGPC, INC., an
Oregon corporation ("Portland"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, DALLAS CASTLE MGPC, INC., a
Texas corporation ("DC"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, SAN XXXXXXX XXXXXX MGPC, INC., a Texas
corporation ("SAC"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, SAN ANTONIO MGPC, INC., a Texas
corporation ("San Antonio"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA DEVELOPMENT COMPANY, a
Georgia corporation ("MDC"), with its chief executive office
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located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MALIBU GRAND PRIX
DESIGN & MANUFACTURING, INC., a California corporation ("MGPDMI"), with its
chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000, MALIBU GRAND PRIX FINANCIAL SERVICES, INC., a California corporation
("MGPFSI"), with its chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000, OFF TRACK MANAGEMENT, INC., a California corporation
("Off Track"), with its chief executive office located at 000 Xxxxx Xxxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxx 00000, MGP SPECIAL, INC., a California corporation
("Special"), with its chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000, AMUSEMENT MANAGEMENT FLORIDA, INC., a Florida
corporation ("Amusement"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MALIBU GRAND PRIX CONSULTING, INC., a
California corporation ("Consulting"), with its chief executive office located
at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA - MEI
INTERNATIONAL, INC., a Georgia corporation ("MMEII"), with its chief executive
office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA
- MEI LIMITED COMPANY, INC., a California corporation ("MMEILC"), with its chief
executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
MOUNTASIA - MEI CALIFORNIA, INC., a California corporation ("MCNC"), with its
chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000, MOUNTASIA - MEI CALIFORNIA LIMITED PARTNERSHIP, a California limited
partnership ("MMEICLP"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA FAMILY ENTERTAINMENT
CENTERS, INC., a Texas corporation ("MFEC"), with its chief executive office
located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, and MALIBU
CENTERS, INC., a California corporation ("MCI"), with its chief executive office
located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000.
Recitals:
A. Borrower and Foothill are parties to the Consolidated, Amended, and
Restated Loan and Security Agreement, entered into as of August 22,
1996 (as amended, restated, supplemented or otherwise modified from
time to time, the "Loan Agreement").
B. Borrower has requested that Foothill amend the Loan Agreement to extend
the Maturity Date to August 21, 2003.
C. Borrower has also requested that Foothill consent to the sale of
Borrower's real properties located at 000 Xxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxx, Xxxxxxx 00000, and at 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx,
Xxxxxxx 00000 (collectively, the "Proposed Disposition").
D. Borrower and Foothill desire to amend the Loan Agreement as set forth
herein.
Agreement:
NOW, THEREFORE, in consideration of the mutual promises
contained herein, Foothill and Borrower hereby agree as follows:
1. Definitions. All capitalized terms used herein and not
defined herein shall have the meanings ascribed to them in the Loan Agreement.
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2. Amendments to the Loan Agreement.
a. Section 1.1 of the Loan Agreement hereby is
amended by adding or amending and restating,
as applicable, each of the following
definitions in alphabetical order:
"Georgia Sale/Leaseback Properties" means the Real Properties
located at 000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, and at 0000
Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000.
"Maturity Date" means August 21, 2003.
"Non-Default Rate" means a per annum rate of interest equal to
3.00 percentage points above the Reference Rate; provided, however that,
commencing on October 1, 2001 and as of the first day of each fiscal quarter
thereafter, such interest rate shall be automatically increased by an additional
0.25 percentage points.
"Release Condition" means (a) with respect to any Permitted
Disposition (other than an Ordinary Course Disposition) that (i) no Default or
Event of Default has occurred and is continuing or would result therefrom, (ii)
at least 80% of the consideration received in connection with such Permitted
Disposition is in the form of cash or cash equivalents, (iii) Borrower is
selling, exchanging, or disposing of the subject Equipment or Real Property and,
following such sale, exchange, or other disposition, other than a sale,
exchange, or other disposition of the Georgia Sale/Leaseback Properties, the
subject Equipment or Real Property is not to be the subject of a lease by MEWI
or any of its Subsidiaries, (iv) the terms and conditions of each such Permitted
Disposition (including, without limitation, the sale price thereof) are
reasonably acceptable (from the perspective of secured asset based lender) to
Foothill, (v) Foothill shall have given its prior written consent to such sale
(which consent shall not be unreasonably withheld or delayed), (vi) the subject
Equipment or Real Property is not being sold to, exchanged with, or disposed of
to, any Affiliate of MEWI or Hampstead, and (vii) Borrower shall have caused the
purchaser of such Equipment or Real Property to wire transfer to Foothill in
immediately available funds an amount equal to the Required Amount, and (b) with
respect to any Ordinary Course Disposition that (i) Borrower is receiving fair
value for the Equipment that is the subject of such sale, exchange, or other
disposition, (ii) Borrower is selling, exchanging, or disposing of the subject
Equipment and, following such sale, exchange, or other disposition, the subject
Equipment is not to be the subject of a lease by MEWI or any of its
Subsidiaries, and (iii) the subject Equipment is not being sold to, or exchanged
with, or disposed of to, any Affiliate of MEWI or Hampstead.
"Required Amount" means an amount equal to 80% of the Net Cash
Proceeds received by Borrower in connection with a Permitted Disposition;
provided, however, that anything contained in the foregoing to the contrary
notwithstanding, the Required Amount in connection with the Permitted
Disposition of Borrower's FunCenter known as Miami Castle shall be an amount
equal to 70% of the Net Cash Proceeds received by Borrower in connection with
the consummation of said FunCenter; provided, further, that anything
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contained in the foregoing to the contrary notwithstanding, the Required Amount
in connection with the Permitted Disposition of the Georgia Sale/Leaseback
Properties shall be in an amount equal to 100% of the Net Cash Proceeds received
by Borrower in connection with the consummation of the sale of the Georgia
Sale/Leaseback Properties, less $167,000.
"Fourteenth Amendment" means that certain Amendment Number
Fourteen to Consolidated, Amended, and Restated Loan and Security Agreement,
dated as of June 29, 2001.
"Fourteenth Amendment Closing Date" means the date on which
each of the conditions precedent set forth in Section 3 of the Fourteenth
Amendment are satisfied in full.
"Fourteenth Amendment Fee" shall have the meaning ascribed to
such term in Section 2.10(h).
b. Sections 2.5(a) and 2.5(b) of the Loan
Agreement are hereby amended and restated in
their entirety as follows:
"2.5 INTEREST: RATES, PAYMENTS, AND CALCULATIONS.
(a) Interest Rate. Except as provided in clause (b) below, all
Obligations shall bear interest at a per annum rate equal to the Non-Default
Rate.
(b) Default Rate. From and after and during the continuation
of an Event of Default, all Obligations shall bear interest at a per annum rate
equal to 3.0 percentage points above the Non-Default Rate."
c. Section 2.10 of the Loan Agreement hereby is
amended by deleting the "." appearing at the
end of subsection (g) of said Section,
inserting the text "; and" in lieu thereof,
and inserting the following new subsection
(h) immediately following subsection (g) of
said Section:
"(h) Fourteenth Amendment Fee. In connection with the
execution and delivery of the Fourteenth Amendment, Borrower shall pay to
Foothill a fee of $400,000 (the "Fourteenth Amendment Fee") that shall be fully
earned and nonrefundable as of the Fourteenth Amendment Closing Date and shall
be payable as follows: (i) the first $200,000 of the Fourteenth Amendment Fee
shall be payable by being charged to Borrower's Loan Account on the Fourteenth
Amendment Closing Date, and (ii) the remaining $200,000 of the Fourteenth
Amendment Fee shall be payable by being charged to Borrower's Loan Account on
the earlier to occur of (A) August 21, 2002, and (B) the date that Foothill
declares all of the Obligations due and payable in accordance with the Loan
Agreement as a result of an Event of Default which has occurred and is
continuing; provided, however that if all of the Obligations (other than the
remaining $200,000 of the Fourteenth Amendment Fee described in clause (h)(ii)
of this Section) have been paid in full in cash, and Foothill's obligation to
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provide additional credit hereunder has been terminated, in each case prior to
August 21, 2002, then Foothill agrees to waive the balance of the Fourteenth
Amendment Fee that would otherwise be payable in accordance with this Section."
d. Section 2.12 of the Loan Agreement hereby is
amended and restated in its entirety as
follows:
"2.12 MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS.
(a) On or before November 30, 2000, Borrower shall make a
mandatory prepayment of the Obligations in an amount sufficient to reduce the
aggregate amount of the Obligations outstanding to not more than $17,000,000.
(b) [intentionally omitted]
(c) [intentionally omitted]
(d) Immediately upon the consummation of any Permitted
Disposition (other than an Ordinary Course Disposition), Borrower shall:
(i) repay the Permitted Overadvance Amount
outstanding (if any) as of the date of any such repayment in an amount
equal to the Required Amount applicable to such Permitted Disposition
and the amount so prepaid shall permanently reduce the Permitted
Overadvance Amount on a dollar-for-dollar basis; and
(ii) if the Permitted Overadvance Amount outstanding
(if any) has been repaid in full pursuant to clause (i) above or
otherwise, repay Term Loan A in an amount equal to the Required Amount
applicable to such Permitted Disposition (or the balance remaining
after the repayment of the Permitted Overadvance Amount outstanding
pursuant to clause (i) above, as applicable) and the amount so prepaid
shall permanently reduce Term Loan A; and
(iii) if the Permitted Overadvance Amount outstanding
(if any) and Term Loan A have been repaid or prepaid in full pursuant
to clauses (i) and (ii) above, prepay the Advances made by Foothill to
Borrower under Section 2.1 in an amount equal to the Required Amount
applicable to such Permitted Disposition (or the balance remaining
after the prepayment of the Permitted Overadvance Amount outstanding
and Term Loan A pursuant to clauses (i) and (ii) above, as applicable),
and the amount so prepaid automatically shall permanently reduce the
Maximum Revolving Amount, on a dollar-for-dollar basis.
(e) On or before December 31, 2001, Borrower shall make an
additional mandatory prepayment of the Obligations in an amount equal to
$1,650,000; provided, however that if the amount of the Net Cash Proceeds
received by Foothill in connection with the consummation of the sale of the
Georgia Sale/Leaseback Properties exceeds $2,750,000,
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the amount of the mandatory prepayment of the Obligations which is required
pursuant to this Section 2.12(e) shall be reduced by an amount equal to the
lesser of (i) the difference between the Net Cash Proceeds received by Foothill
in connection with the consummation of the sale of the Georgia Sale/Leaseback
Properties and $2,750,000, and (ii) $40,000. The amount of the mandatory
prepayment of the Obligations which is required by this Section 2.12(e) shall be
in addition to (i) the Net Cash Proceeds received by Foothill in connection with
the disposition of the Georgia Sale/Leaseback Properties and (ii) any other
prepayments required by this Section 2.12.
(f) Commencing on September 1, 2001, and continuing on the
first Business Day of each month thereafter until the Maturity Date, Borrower
shall make an additional mandatory prepayment of the Obligations in an amount
equal to $40,000, which amount shall be in addition to (i) the Net Cash Proceeds
received by Foothill in connection with the disposition of the Georgia
Sale/Leaseback Properties and (ii) any other prepayments required by this
Section 2.12."
e. Exhibit I to the Loan Agreement hereby is
amended and restated in the form of Amended
and Restated Exhibit I attached hereto.
f. Schedule R-1 to the Loan Agreement hereby is
amended and restated in its entirety in the
form of Amended and Restated Schedule R-1
attached hereto.
3. Conditions Precedent to the Effectiveness of this
Amendment. The effectiveness of this Amendment is subject to the fulfillment, to
the satisfaction of Foothill, of each of the following conditions precedent:
a. This Amendment shall have been duly executed
and delivered to Foothill, in form and
substance satisfactory to Foothill, and
shall be in full force and effect;
b. The Proposed Disposition shall have been
consummated on terms in form and substance
satisfactory to Foothill;
c. Foothill shall have received an amount equal
to 100% of the Net Cash Proceeds of the
Proposed Disposition, less $167,000, which
resulting amount shall be not less than
$2,750,000;
d. The representations and warranties in this
Amendment, the Loan Agreement as amended by
this Amendment, and the other Loan Documents
shall be true and correct in all material
respects on and as of the date hereof as
though made on such date (except to the
extent that such representations and
warranties relate solely to an earlier
date);
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e. After giving effect hereto, no Default or
Event of Default shall have occurred and be
continuing on the date hereof, nor shall
result from the consummation of the
transactions contemplated herein; and
f. No injunction, writ, restraining order, or
other order of any nature prohibiting,
directly or indirectly, the consummation of
the transactions contemplated herein shall
have been issued and remain in force by any
governmental authority against Borrower,
Foothill, or any of their respective
Affiliates.
4. Condition Subsequent to the Effectiveness of this
Amendment. The effectiveness of this Amendment is subject to the fulfillment, on
or before the date applicable thereto, of the following condition subsequent
(the failure by Borrower to so perform or cause to be performed constituting an
Event of Default): on or before July 27, 2001, Borrower shall have executed and
delivered to Foothill a mortgage with respect to Borrower's resulting leasehold
interests in each of the Georgia Sale/Leaseback Properties, in form and
substance satisfactory to Foothill, to secure Borrower's Obligations to
Foothill;
5. Consent. Effective as of the Fourteenth Amendment Closing
Date, Foothill hereby consents to the Proposed Disposition, so long as (a) the
Net Cash Proceeds paid by the purchaser of the Georgia Sale/Leaseback Properties
in connection with the Proposed Disposition is not less than $2,917,000, (b)
each of the other Release Conditions applicable to the Proposed Disposition have
been satisfied, and (c) on or before July 27, 2001, Borrower executes and
delivers to Foothill a mortgage with respect to Borrower's resulting leasehold
interests in each of the Georgia Sale/Leaseback Properties, in form and
substance satisfactory to Foothill, to secure Borrower's Obligations to
Foothill.
6. Representations and Warranties. Borrower hereby represents
and warrants to Foothill that (a) the execution, delivery, and performance of
this Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governments authority, or of the terms of its charter or
bylaws, or of any contract or undertaking to which it is a party or by which any
of its properties may be bound or affected, (b) the Loan Agreement, as amended
by this Amendment, constitutes Borrower's legal, valid, and binding obligation,
enforceable against Borrower in accordance with its terms, and (c) this
Amendment has been duly executed and delivered.
7. Further Assurances. Borrower shall execute and deliver all
financing statements, agreements, documents, and instruments, in form and
substance satisfactory to Foothill, and take all actions as Foothill may
reasonably request from time to time, to perfect and maintain the perfection and
priority of Foothill's security interests in the Collateral, and to fully
consummate the transactions contemplated under the Loan Agreement and this
Amendment.
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8. Effect on Loan Documents. The Loan Agreement, as amended
hereby, and the other Loan Documents shall be and remain in full force and
effect in accordance with their respective terms and each hereby is ratified and
confirmed in all respects. Except as expressly set forth herein, the execution,
delivery, and performance of this Amendment shall not operate as a waiver of or
as an amendment of any right, power, or remedy of Foothill under the Loan
Agreement, as in effect prior to the date hereof.
9. Miscellaneous.
a. Upon the effectiveness of this Amendment,
each reference in the Loan Agreement to
"this Agreement", "hereunder", "herein",
"hereof" or words of like import referring
to the Loan Agreement shall mean and refer
to the Loan Agreement as amended by the
First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment, the
Fifth Amendment, the Sixth Amendment, the
Seventh Amendment, the Eighth Amendment, the
Ninth Amendment, the Tenth Amendment, the
Eleventh Amendment, the Twelfth Amendment,
the Thirteenth Amendment and this Amendment.
b. Upon the effectiveness of this Amendment,
each reference in the Loan Documents to the
"Loan Agreement", "thereunder", "therein",
'thereof" or words of like import referring
to the Loan Agreement shall mean and refer
to the Loan Agreement as amended by the
First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment, the
Fifth Amendment, the Sixth Amendment, the
Seventh Amendment, the Eighth Amendment, the
Ninth Amendment, the Tenth Amendment, the
Eleventh Amendment, the Twelfth Amendment,
the Thirteenth Amendment and this Amendment.
c. Upon the effectiveness of this Amendment,
each reference in the Loan Documents to
Exhibit I shall mean and refer to Amended
and Restated Exhibit I attached hereto.
d. Upon the effectiveness of this Amendment,
each reference in the Loan Documents to
Schedule R-1 shall mean and refer to Amended
and Restated Schedule R-1 attached hereto.
e. This Amendment shall be governed by and
construed in accordance with the laws of the
State of California.
f. This Amendment may be executed in any number
of counterparts and by different parties on
separate counterparts, each of which, when
executed and delivered, shall be deemed to
be an original,
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and all of which, when taken together, shall
constitute but one and the same Amendment.
Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally
as effective as delivery of an original
executed counterpart of this Amendment. Any
party delivering an executed counterpart of
this Amendment by telefacsimile also shall
deliver an original executed counterpart of
this Amendment but the failure to deliver an
original executed counterpart shall not
affect the validity, enforceability, and
binding effect of this Amendment.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed on the date first written above.
MALIBU ENTERTAINMENT WORLDWIDE, INC., a Georgia corporation
MOUNTASIA FAMILY ENTERTAINMENT CENTERS, INC., a Texas
corporation
MOUNTASIA MANAGEMENT COMPANY, a Georgia corporation
MALIBU GRAND PRIX CORPORATION, a Delaware corporation
TUCSON MGPC, INC., an Arizona corporation
XXXXXX HILLS MGPC, INC., a California corporation
XXXXXX HILLS SHOWBOAT MGPC, INC., a California corporation
REDONDO BEACH CASTLE MGPC, INC., a California corporation
REDWOOD CITY CASTLE MGPC, INC., a California corporation
SAN DIEGO MGPC, INC., a California corporation
PORTLAND MGPC, INC., an Oregon corporation
DALLAS CASTLE MGPC, INC., a Texas corporation
SAN XXXXXXX XXXXXX MGPC, INC., a Texas corporation
SAN ANTONIO MGPC, INC., a Texas corporation
MOUNTASIA DEVELOPMENT COMPANY, a Georgia corporation
MALIBU GRAND PRIX DESIGN & MANUFACTURING, INC., a California
corporation
MALIBU GRAND PRIX FINANCIAL SERVICES, INC., a California
corporation
OFF TRACK MANAGEMENT, INC., a California corporation
MGP SPECIAL, INC., a California corporation
AMUSEMENT MANAGEMENT FLORIDA, INC., a Florida corporation
MALIBU GRAND PRIX CONSULTING, INC., a California corporation
MOUNTASIA - MEI INTERNATIONAL, INC., a Georgia corporation
MOUNTASIA - MEI LIMITED COMPANY, INC., a California
corporation
MOUNTASIA - MEI CALIFORNIA, INC., a California corporation
MOUNTASIA - MEI INTERNATIONAL, INC., a Georgia corporation, in
its capacity as general partner of MOUNTASIA - MEI CALIFORNIA
LIMITED PARTNERSHIP, a California limited partnership
MALIBU CENTERS, INC., a California corporation
By: /s/ R. XXXXX XXXXXXX
---------------------------------
Name: R. Xxxxx Xxxxxxx
Title: Chief Financial Officer
[signature page continues]
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FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ XXXX XXXXXX
-------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
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