**Exhibit 10.46**

 

TWENTY FOURTH AMENDMENT TO

GENERAL CREDIT AND SECURITY AGREEMENT

(A Fifteenth Amendment does not exist)

 

THISAGREEMENT, dated and effective as of December 1, 2008, between SPECTRUMCommercial Services Company, a Minnesota Corporation, having its mailingaddress and principal place of business at Two Appletree Square, Suite 415,Bloomington, Minnesota 55425 (herein called “Lender” or “SCS”), and ApplianceRecycling Centers of America, Inc., a Minnesota corporation, having themailing address and principal place of business at 7400 Excelsior Boulevard,Minneapolis, MN 55426, (herein called “Borrower”), amends that certain GeneralCredit and Security Agreement dated August 30, 1996, (“Credit Agreement”)as amended.  Where the provisions of thisAgreement conflict with the Credit Agreement, the intent of this Agreementshall control.

 

1.               The definitionof “Borrowing Base” appearing in Paragraph 2 is amended in its entirety to readas follows:

 

“Borrowing Base” shall mean the sum of:

 

(i) Eighty percent (80%) of the net amount of Eligible Receivablesor such greater or lesser percentage as Lender, in its sole discretion, shalldeem appropriate;

 

(ii) Plus, the lesser of: (x) Fifty percent (50%) ofthe net amount of Eligible Scratch and Dent Inventory, plus Eighty percent(80%) of the net amount of Eligible Whirlpool Inventory; or (y) TwelveMillion and No/100ths Dollars ($12,000,000);

 

(iii) Minus, twenty percent (20%) of the amount of issuedbut unpaid financing authorizations issued by Lender in favor of WhirlpoolCorporation;

 

(iv) Minus, fifty percent (50%) of the amount of issued butunpaid financing authorizations issued by Lender in favor of General ElectricCompany, GE Appliances or any other company;

 

(v) Minus, commencing April 1, 2008, $50,000 times thenumber of Borrower’s retail locations (excluding Compton, California and St.Louis Park, Minnesota) where the landlord of such location has not executed alandlord acknowledgement agreement in form and substances satisfactory toLender.  This special availabilityreserve will be waived if at least ten such agreements are signed by April 1,2008.

 

(iv)  Notwithstandingthe above, any of the percentages and/or dollar amounts described in thisdefinition of Borrowing Base may be increased or decreased, in any amount,which Lender, in its sole and absolute discretion, deems appropriate.  In addition, it should be noted that Lenderreserves the right, in its sole discretion, to establish additional availabilityreserves for any reason, including but not limited to providing for liabilitiesfor personal property and other taxes.

 

(continued on next page)

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first above written.

 
| SPECTRUM  COMMERCIAL SERVICES COMPANY |   | APPLIANCE  RECYCLING CENTERS OF AMERICA, INC. |
|---------------------------------------|--------|----------------------------------------------------|
|                                  |   |                                               |
|                                  |   |                                               |
| By                                    |   |                                               | By |   |
| Steven  I. Lowenthal, Co-CEO          |   | Edward  R. Cameron, CEO                            |
|                                       |        |                                                    |  |  |

 

REAFFIRMATION

Of Edward R. Cameron

 

Theundersigned, Edward R. “Jack” Cameron, hereby reaffirms all of the terms of theSupport Agreement issued by him in favor of SPECTRUM Commercial ServicesCompany (including its participants and assigns) and dated as of December 29,2004, and acknowledges that such agreement is in full force and effectaccording to its terms.  The undersignedunderstands and acknowledges that this Reaffirmation is required by SPECTRUMCommercial Services Company as a condition to the execution of the Twenty ThirdAmendment to the General Credit and Security Agreement between ApplianceRecycling Centers of America, Inc. and SPECTRUM Commercial ServicesCompany.

 

 
| Dated  as of:                                            , 2008 |   |               |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|
|                                                                                                                                                                                                                                                                         |   | Edward  R. Cameron |

 

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