Exhibit 10.18.8
AMENDMENT NUMBER THIRTEEN
TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER THIRTEEN TO LOAN AND SECURITY AGREEMENT, dated as
of March 28, 2002 (this "Amendment"), amends that certain Loan and Security
Agreement, dated as of April 30, 1998 (as amended by those certain amendments
dated as of September 30, 1998, December 1, 1998, April 27, 1999, May 27, 1999,
June 25, 1999, December 6, 1999, May 31, 2000, October 31, 2000, April 16, 2001,
September 28, 2001 and December 1, 2001, the "Loan Agreement"), by and between
THE CREDIT STORE, INC., a Delaware corporation ("Borrower"), on the one hand,
and COAST BUSINESS CREDIT, a division of Southern Pacific Bank, a California
corporation ("Coast"), on the other hand. All initially capitalized terms used
in this Amendment shall have the meanings ascribed thereto in the Loan Agreement
unless specifically defined herein.
R E C I T A L S
WHEREAS, Borrower has informed coast that American Credit Alliance, a
Nevada corporation ("Guarantor"), the Guarantor of Borrower's Obligations to
Coast under and pursuant to that certain Continuing Guaranty dated as of April
30, 1998 (the "Guaranty")has been dissolved and all of the assets and
liabilities of Guarantor have been transferred and assumed by Borrower
("Dissolution"); and,
WHEREAS, Borrower has requested that Coast consent to the Dissolution;
and,
WHEREAS, Coast is willing to consent to the Dissolution upon the
execution and delivery of this Amendment; and,
WHEREAS, Borrower and Coast wish to amend the Loan Agreement pursuant
to the terms and provisions set forth in this Amendment.
NOW, THEREFORE, the parties hereto agree as follows:
A M E N D M E N T
Section 1. AMENDMENT TO SECTION 2.1 SCHEDULE. The introductory paragraph to
Section 2.1 of the Schedule to the Loan Agreement is hereby amended by deleting
such introductory paragraph to the Section in its entirety and replacing it with
the following:
"Loans in a total amount at any time outstanding not to exceed
the lesser of: (i) a total of Nine Million Six Hundred
Thousand Dollars ($9,600,000) at any one time outstanding (the
"Maximum Dollar Amount"), or (ii) the sum of (a), (b) and (c)
below; provided, however, effective on and after the effective
date of this Amendment, the Maximum Dollar Amount shall be
permanently reduced by an amount equal to Sixty percent (60%)
of the net cash proceeds (excluding net cash proceeds from
monthly sales by
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Borrower to TCS Funding IV) derived by Borrower from
financings, sales or securitizations of credit card
portfolios."
Section 3. CONSENT TO DISSOLUTION AND TERMINATION OF GUARANTY.
Conditioned upon the effectiveness of this Amendment Coast hereby consents to
the Dissolution of the Guarantor and in connection therewith the transfer of all
of the assets to and assumption of all the liabilities of the Guarantor by
Borrower and the termination of the Guaranty..
Section 4. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the receipt by Coast of an executed copy of this
Amendment executed by Borrower.
Section 5. ENTIRE AGREEMENT. The Loan Agreement, as amended hereby,
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Borrower represents, warrants and agrees that in entering into
the Loan Agreement and consenting to this Amendment, it has not relied on any
representation, promise, understanding or agreement, oral or written, of, by or
with, Coast or any of its agents, employees, or counsel, except the
representations, promises, understandings and agreements specifically contained
in or referred to in the Loan Agreement, as amended hereby.
Section 6. CONFLICTING TERMS. In the event of a conflict between the
terms and provisions of this Amendment and the terms and provisions of the Loan
Agreement, the terms of this Amendment shall govern. In all other respects, the
Loan Agreement, as amended and supplemented hereby, shall remain in full force
and effect.
Section 7. MISCELLANEOUS. This Amendment shall be governed by and
construed in accordance with the laws of the State of California. This Amendment
may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this Amendment by
signing such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.
BORROWER:
THE CREDIT STORE, INC.,
a Delaware corporation
By /s/ Xxxxxxx X. Philippe
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Xxxxxxx X. Philippe
President or Vice President
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Secretary or Ass't Secretary
COAST:
COAST BUSINESS CREDIT,
a division of Southern Pacific Bank
By /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Title Senior Vice President
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