EXHIBIT 10.10
RENEWAL AND MODIFICATION AGREEMENT
This Renewal and Modification Agreement (hereafter "Amended Agreement")
is made and entered into effective September 30, 2003 by and between SUPERIOR
GALLERIES, INC., a Delaware Corporation, and Xxxxxxx XxXxxxxx (hereafter
"SUPERIOR"), and the Xxxx Xxxxxx English Living Trust (hereafter "Trust") and
amends that certain Secured Revolving Line of Credit Agreement (hereafter
"Existing Agreement") between the parties hereto dated August 8, 2002. 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 Agreement and all
ancillary agreements related thereto. It is further acknowledged and agreed that
the Trust has assumed all liabilities, obligations, and rights of Xxxx Xxxxxx
English under the Existing Agreement and all ancillary agreements thereto.
Unless otherwise stated herein, all terms and conditions of the Existing
Agreement 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 Xxxxxxx XxXxxxxx under that certain Continuing
Guaranty dated August 8, 2002 securing the Existing Agreement (hereafter
"Continuing Guaranty") shall remain in full force and effect and inure to the
benefit of the Trust.
RECITALS
As TAG's successor in interest, SUPERIOR is presently in default to the
Trust under the Existing Agreement, and as such the entire principal amount plus
interest is due. However, SUPERIOR is not presently in a position to cure the
default or make payment to the Trust without the Existing Agreement being
renewed and modified so as to allow SUPERIOR to obtain additional financing for
its business operations from a third party. It is in the best interests of the
Trust that SUPERIOR be assisted in obtaining such financing in order to maximize
its ability to receive payment of all accrued interest and unpaid principal due
under the Existing Agreement. The 2002 and 2003 Financial Statements of SUPERIOR
appended to its SEC Form 10-KSB's, Note 15, indicates that SUPERIOR's ability to
continue as a going concern remains in doubt. By entering into this Amended
Agreement and thus allowing SUPERIOR to obtain its additional financing,
SUPERIOR's ability to continue in business and ultimately pay off its
obligations under the Existing Agreement is enhanced.
AGREEMENT
For and in exchange of SUPERIOR's payment of Two Hundred Thirty
Thousand Dollars ($230,000.00), receipt of which is hereby acknowledged, the
Existing Agreement shall no longer be considered in default by SUPERIOR and is
instead hereby renewed and modified as follows:
1.) The first sentence of Paragraph 1.3 of the Existing Agreement shall
be eliminated and substituted into its place shall be the following:
1.3 THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE LOANS PLUS
ACCRUED BUT UNPAID INTEREST THEREON (TOGETHER THE "OUTSTANDING
DEBT") SHALL BE DUE AND PAYABLE FIVE (5) BUSINESS DAYS AFTER
WRITTEN DEMAND FOR PAYMENT BY THE TRUST.
The remaining provisions of Paragraph 1.3 of the Existing Agreement
shall remain intact and enforceable.
2.) Paragraph 1.2 of the Existing Agreement shall be eliminated in its
entirety and substituted into its place shall be the following:
1.2 SUPERIOR AGREES TO PAY INTEREST ON THE OUTSTANDING
PRINCIPAL BALANCE OF THE LOAN AMOUNT OF TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS ($2,500,000.00) ON THE FIRST DAY OF
EACH MONTH AT A RATE OF SIX PERCENT (6%) PER ANNUM.
3.) Paragraph 6.2 (c) of the Existing Agreement (referencing SUPERIOR's
account receivables as "Collateral") shall be eliminated. Accounts Receivable
include, but are not limited to, trade accounts receivables, auction accounts
receivable, auction advances and the associated assigned collateral and interest
receivables
All other provisions of the Existing Agreement, 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 Amended
Agreement is intended to modify, alter, or change the terms and conditions of
the Existing Agreement other than what is expressly stated herein.
EXECUTED effective as of September 30, 2003.
SUPERIOR GALLERIES, INC.
BY /S/ XXXXXXX XXXXXXXX
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Xxxxxxx XxXxxxxx, President and CEO
/S/ XXXXXXX XXXXXXXX
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Xxxxxxx XxXxxxxx
XXXX XXXXXX ENGLISH TRUST
BY /S/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Trustee
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