COAST BUSINESS CREDIT(R)
FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENT AND THE
SCHEDULE TO THE LOAN AND SECURITY AGREEMENT
BORROWER: BRISTOL RETAIL SOLUTIONS, INC.
ADDRESS: 0000 XXXXX XXXXXX, XXXXX 000
XXXXXXX XXXXX, XXXXXXXXXX 00000
BORROWER: CASH REGISTERS, INC.
ADDRESS: 000 XXXXX XXXX XXXXXX
XXXXXX, XXXXXXXX 00000
BORROWER: XXXXX SYSTEMS INC.
ADDRESS: 0000 XXXXXXX XXXXXX, X.X.
XXXXXX, XXXX 00000
BORROWER: AUTOMATED RETAIL SYSTEMS, INC.
ADDRESS: 0000 X. XXXXXXX
XXXXXXX, XXXXXXXXXX 00000
DATE: JANUARY 6, 1998
THIS FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENT AND THE SCHEDULE TO THE
LOAN AND SECURITY AGREEMENT is entered into as of the above date between COAST
BUSINESS CREDIT, a division of Southern Pacific Thrift & Loan Association
("Coast"), a California corporation, with offices at 00000 Xxxxxxxx Xxxxxxxxx,
Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and Bristol Retail Solutions, Inc.
("Bristol"), Cash Registers, Inc. ("CRI"), Xxxxx Systems, Inc. ("Xxxxx") and
Automated Retail Systems, Inc. ("ARS") (jointly and severally, "Borrower") whose
chief executive office is located at the above addresses (collectively,
"Borrower's Address"). This Amendment shall for all purposes be deemed to be a
part of the Loan and Security Agreement ("L&S Agreement") and the Schedule to
the Loan and Security Agreement ("Schedule"), and the same is an integral part
of the L&S Agreement and the Schedule.
AMENDMENTS.
(1) Section 1 of the L&S Agreement shall be amended as follows:
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"ELIGIBLE INVENTORY" means Inventory which Coast, in its sole judgment,
deems eligible for borrowing, based on such considerations as Coast may from
time to time deem appropriate. Without limiting the fact that the determination
of which Inventory is eligible for borrowing is a matter of Coast's discretion,
Inventory which does not meet the following requirements will not be deemed to
be Eligible Inventory: Inventory which (i) consists of boxed finished goods, in
good, new and salable condition, which is not perishable, not for demonstration
purposes, not obsolete or unmerchantable, and is not comprised of raw materials,
work in process, packaging materials or supplies; (ii) meets all applicable
governmental standards; (iii) has been manufactured in compliance with the Fair
Labor Standards Act; (iv) conforms in all respects to the warranties and
representations set forth in this Agreement; (v) is at all times subject to
Coast's duly perfected, first priority security interest; (vi) is situated at a
one of the locations set forth on the Schedule; and (vii) Coast has received a
Landlord Waiver and Agreement, in form and substance acceptable to Coast, from
the landlord where the Inventory is situated.
"CASH REGISTER, INC. ELIGIBLE REFURBISHED INVENTORY" means Inventory owned
by Cash Register, Inc. that meets all of the requirements of Eligible Inventory
except that it is not new but has been refurbished.
(2) Section 2.1 of the Schedule is hereby amended to read as follows:
(a) Receivable Loans in an amount not to
exceed 80% of the amount of
Borrower's Eligible Receivables (as
defined in Section 1 of the
Agreement), which may be increased to
an amount not to exceed 85% if
dilution is less than 5%, PLUS
(b) Inventory Loans in an amount not to
exceed the lesser of:
(1) 25% of the value of Bristol's,
CRI's and ARS's Eligible
Inventory (as defined in Section
1 of the Agreement), calculated
at the lower of cost or market
value and determined on a
first-in, first-out basis, which
will be increased to 35% upon
Coast's receipt of appraisals
from Xxx, Xxxx and Xxxxxx
reflecting net liquidation
values of no less than 45%, plus
(2) 25% of the value of CRI Eligible
Refurbished Inventory (as
defined in Section 1 of the
Agreement), calculated at the
lower of cost or market value
and determined on a first-in,
first-out basis, plus
(3) 35% of the value of Xxxxx'x
Eligible Inventory (as defined
in Section 1 of the Agreement),
calculated at the lower of cost
or market value and determined
on a first-in, first-out basis,
or
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(4) One Million Dollars
($1,000,000.00), PLUS
(c) Acquisition Loans as reasonably needed
by Borrower in furtherance of its
business plan subject to Coast's
standard approval process, including
but not limited to, appraisals,
analysis, business judgment, fees, due
diligence and documentation, in form
and substance acceptable to Coast.
(3) Section 5.2 of the Schedule to the L&S Agreement is hereby amended to read
as follows:
SECTION 5.2- MINIMUM AVAILABILITY: Two Hundred Fifty Thousand Dollars
($250,000.00)
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, ALL OF THE TERMS AND CONDITIONS OF
THE L&S AGREEMENT AND ALL OTHER DOCUMENTS AND AGREEMENTS BETWEEN COAST AND
BORROWER SHALL CONTINUE IN FULL FORCE AND EFFECT AND THE SAME ARE HEREBY
RATIFIED AND AFFIRMED. THE WAIVERS CONTAINED HEREIN DO NOT CONSTITUTE A
WAIVER OF ANY OTHER PROVISION OR TERM OF THE L&S AGREEMENT NOR ANY RELATED
DOCUMENT OR AGREEMENT, NOR AN AGREEMENT TO WAIVE ANY TERM OR CONDITION OF
THE LOAN AGREEMENT NOR ANY RELATED DOCUMENT OR AGREEMENT IN THE FUTURE.
Borrower: Borrower:
BRISTOL RETAIL SOLUTIONS, XXXXX SYSTEMS, INC.
INC.
By:/S/ Xxxxxxx Xxxxxx By:/S/ Xxxxxxx Xxxxxx
---------------------------- -------------------------------
Xxxxxxx Xxxxxx, President Xxxxxxx Xxxxxx, Vice President
Borrower: Borrower:
CASH REGISTERS, INC. AUTOMATED RETAIL SYSTEMS, INC.
By:/S/ Xxxxxxx Xxxxxx By:/S/ Xxxxxxx Xxxxxx
---------------------------- -------------------------------
Xxxxxxx Xxxxxx, Vice President Xxxxxxx Xxxxxx, Vice President
Coast:
COAST BUSINESS CREDIT, a division of Southern
Pacific Bank
By:/S/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx Xxxxxxxx, Vice President
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