Exhibit 10.2
SECOND AMENDMENT TO
RENEWAL AND MODIFICATION AGREEMENT
This Second Amendment to Renewal and Modification Agreement (hereafter
"Second Amended Agreement") is made and entered into effective July 31, 2005 by
and between SUPERIOR GALLERIES, INC., a Delaware Corporation, and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ (hereafter "SUPERIOR"), and the ▇▇▇▇ ▇▇▇▇▇▇ English Living Trust
(hereafter "Trust") and amends the following agreements: that certain Renewal
and Modification Agreement between the parties dated September 30, 2003
(hereafter "Renewal Agreement"); that certain First Amendment to Renewal and
Modification Agreement dated December 15, 2004 (hereafter "First Amended
Agreement"); and that certain Secured Revolving Line of Credit Agreement between
the parties hereto dated August 8, 2002 (hereafter "Line of Credit Agreement").
All terms of the Renewal Agreement, First Amended Agreement, and Line of Credit
Agreement shall be referred to herein as the Existing Agreements. It is
acknowledged and agreed that Superior Galleries, Inc. is the successor in
interest to Tangible Asset Galleries, Inc. (hereafter "TAG") and has assumed all
liabilities, obligations, and rights of TAG under the Existing Agreements and
all ancillary agreements related thereto. It is further acknowledged and agreed
that the Trust has assumed all liabilities, obligations, and rights of ▇▇▇▇
▇▇▇▇▇▇ English under the Existing Agreements and all ancillary agreements
thereto. Unless otherwise stated herein, all terms and conditions of the
Existing Agreements and all other agreements between the parties shall remain in
full force and be binding as between the parties hereto. It is also acknowledged
and agreed that all obligations of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under that certain
Continuing Guaranty dated August 8, 2002 securing the Existing Agreements
(hereafter "Continuing Guaranty") shall remain in full force and effect, be
effective as to all Existing Agreements and this Second Amended Agreement, and
inure to the benefit of the Trust.
RECITALS
As TAG's successor in interest, SUPERIOR is presently obligated to pay
to the Trust all unpaid principal due under the Existing Agreements on January
31, 2006 (assuming no event of default accelerates the due date). As of the date
of this Second Amended Agreement, the total amount of the principal indebtedness
owed by SUPERIOR to the Trust is Two Million Two Hundred Thousand Dollars
(hereafter "Current Unpaid Principal"). In order to assist SUPERIOR in obtaining
additional financing, and thereby improve the prospects of full payment of all
obligations to the Trust, it is in the best interests of all parties hereto to
extend the due date for the Current Unpaid Principal to and including September
1, 2006 so long as the provisions of this Second Amended Agreement and the
Existing Agreements are complied with in full by SUPERIOR.
NOW THEREFOR, THE PARTIES AGREE AS FOLLOWS:
1.) SUPERIOR shall pay to the TRUST the total sum of Five Hundred
Thousand Dollars ($500,000.00), in equal installments of Fifty Thousand Dollars
($50,000.00 per month) for ten (10) consecutive months, payable on the first
business day of each month, commencing on October 1, 2005 and continuing until
July 1, 2006; provided, however, that in the event SUPERIOR obtains additional
financing or equity infusions that total at least Five Million Dollars
($5,000,000.00), SUPERIOR agrees to increase said monthly installment payments
to One Hundred Thousand Dollars ($100,000.00) for each month after obtaining
such financing or equity infusion until the aggregate principal payment of Five
Hundred Thousand Dollars ($500,000.00) has been made. The Trust's timely receipt
of each installment payment, in the appropriate amount, is a material condition
of this Second Amended Agreement. In the event a monthly installment payment is
not received by the Trust within five (5) business days after it becomes due, or
the amount paid is not the required amount as stated herein, then the Current
Unpaid Principal and accrued and unpaid interest shall become immediately due
and payable to the Trust.
2.) Paragraph 1 of the Renewal Agreement, and Paragraph 2 of the
First Amended Agreement, shall be eliminated and substituted into their place
shall be the following:
1. THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE LOANS PLUS
ACCRUED BUT UNPAID INTEREST THEREON (TOGETHER THE "OUTSTANDING
DEBT") SHALL BE DUE AND PAYABLE ON SEPTEMBER 1, 2006.
The remaining provisions of Paragraph 1.3 of the Line of Credit
Agreement shall remain intact and enforceable.
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3.) Paragraph 2 of the Renewal Agreement and Paragraph 3 of the
First Amended Agreement shall be eliminated in their entirety and substituted
into their place shall be the following:
2. SUPERIOR AGREES TO PAY INTEREST ON THE OUTSTANDING
PRINCIPAL BALANCE OF THE LOAN AMOUNT ON THE FIRST DAY OF EACH
MONTH AT A RATE OF SIX PERCENT (6%) PER ANNUM. SAID INTEREST
SHALL BE BASED ON THE OUTSTANDING PRINCIPAL BALANCE DUE AS OF
THE FIRST DAY OF EACH MONTH. AS OF JULY 31, 2005, THAT AMOUNT
IS TWO MILLION TWO HUNDRED THOUSAND DOLLARS ($2,200,000.00).
ANY PRINCIPAL PAYMENTS MADE IN ANY PRECEDING MONTH SHALL
REDUCE THE OUTSTANDING PRINCIPAL BALANCE BY THE TOTAL AMOUNT
OF PRINCIPAL PAYMENTS MADE BEFORE THE FIRST DAY OF EACH
SUCCEEDING MONTH. FAILURE OF SUPERIOR TO MAKE TIMELY PAYMENTS
OF EITHER THE PRINCIPAL PAYMENTS REFERENCED IN PARAGRAPH 1 OF
THIS SECOND AMENDED AGREEMENT OR INTEREST PAYMENTS DUE UNDER
THIS PARAGRAPH WILL CONSTITUTE AN EVENT OF DEFAULT BY
SUPERIOR AND THE FULL AMOUNT OF ALL UNPAID PRINCIPAL AND
INTEREST SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON FIVE
DAYS WRITTEN DEMAND THEREFORE BY THE TRUST.
All other provisions of the First Amended Agreement, Existing
Agreements, Continuing Guaranty, and all other agreements between the parties
(including any security agreements and UCC filings) shall remain in full force
and effect. Nothing in this Second Amended Agreement is intended to modify,
alter, or change the terms and conditions of the First Amended Agreement,
Renewal Agreement, the Line of Credit Agreement, or any other agreement between
the parties, other than what is expressly stated herein.
EXECUTED effective as of July 31, 2005.
SUPERIOR GALLERIES, INC.
BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President & CEO
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ENGLISH TRUST
BY /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Trustee
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