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EXHIBIT 10.39
AMENDMENT NO. 1 TO
REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Revolving Loan Agreement (this "Amendment"),
dated as of November 17, 1997, is entered into with reference to the Revolving
Loan Agreement dated as of June 13, 1997 among Central Financial Acceptance
Corporation, a Delaware corporation ("Borrower"), the Lenders party thereto, and
▇▇▇▇▇ Fargo Bank, National Association, as Agent (the "Loan Agreement").
Capitalized terms used but not defined herein are used with the meanings
specified for such terms in the Loan Agreement. Section references herein relate
to the Loan Agreement unless stated otherwise.
Borrower, the Agent and each of the Lenders agree as follows:
1. Section 6.13 - Past Due Receivables Ratio. Section 6.13 is
amended and restated in its entirety to read as follows:
6.13. Past Due Receivables Ratio. Permit the Past Due
Receivables Ratio, as of the last day of any Fiscal Month (commencing with
the Fiscal Month ending September 30, 1997), to exceed 0.08 to 1.00.
2. Conditions Precedent. The effectiveness of this Amendment shall
be conditioned upon the receipt by the Agent of the following documents, each
properly executed by a Responsible Official of each party thereto and dated as
of the date hereof:
(a) counterparts of this Amendment executed by all parties
hereto; and
(b) a consent and reaffirmation executed by all of the
Guarantors in the form of Exhibit A to this Amendment.
3. Amendment Fee. In addition to the conditions precedent specified
above, the effectiveness of this Amendment shall be further conditioned upon the
receipt by the Agent, for the ratable accounts of the Lenders pro rata according
to their Pro Rata Share of the Commitment, an amendment fee equal to $25,000.00.
4. Representations and Warranties. Borrower represents and warrants
to the Agent and the Lenders that, after giving effect to this Amendment, no
Default or Event of Default has occurred and remains continuing.
5. Confirmation. In all respects, the terms of the Loan Agreement
and the other Loan Documents, in each case as amended hereby, are hereby
confirmed.
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IN WITNESS WHEREOF, Borrower, the Agent and each of the Lenders have
executed this Amendment as of the date first set forth above by their duly
authorized representatives.
CENTRAL FINANCIAL ACCEPTANCE
CORPORATION, a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as the Agent and as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
SUMITOMO BANK OF CALIFORNIA,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
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[Printed Name and Title]
SANWA BANK CALIFORNIA,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
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[Printed Name and Title]
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
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[Printed Name and Title]
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Exhibit A to Amendment No. 1
CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned Guarantors hereby consents to the execution,
delivery and performance by Borrower, the Agent and the Lenders of the foregoing
Amendment No. 1 ("Amendment"). In connection therewith, each of the undersigned
expressly and knowingly reaffirms its liability under the Guaranty to which it
is a party executed and delivered by such Guarantor in favor of the Agent (on
behalf of the Lenders), and expressly agrees to be and remain liable under the
terms of such Guaranty for the Guarantied Obligations described therein and
acknowledges that it has no defense, offset or counterclaim whatsoever against
the Agent or the Lenders with respect to such Guaranty.
Each of the undersigned further agrees that such Guaranty shall
remain in full force and effect and is hereby ratified and confirmed.
Each of the undersigned further agrees that the execution of this
Consent and Reaffirmation of Guarantors is not necessary for the continued
validity and enforceability of such Guaranty, but is executed to induce the
Agent and the Lenders to approve of and otherwise enter into the Amendment.
IN WITNESS WHEREOF, each of the undersigned, intending to be legally
bound hereby, has caused this Consent and Reaffirmation of Guarantors to be
executed as of November 17, 1997.
BANNER HOLDINGS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
CENTRAL FINANCIAL ACCEPTANCE
CORPORATION, a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
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