Exhibit 10.46


 


TWENTY FOURTH AMENDMENT TO


GENERAL CREDIT AND SECURITY AGREEMENT


(A Fifteenth Amendment does not exist)


 


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


 


1.               The definition
of “Borrowing Base” appearing in Paragraph 2 is amended in its entirety to read
as follows:


 


“Borrowing Base” shall mean the sum of:


 


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


 


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


 


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


 


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


 


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


 


(iv)  Notwithstanding
the above, any of the percentages and/or dollar amounts described in this
definition 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 Lender
reserves the right, in its sole discretion, to establish additional availability
reserves for any reason, including but not limited to providing for liabilities
for personal property and other taxes.


 


(continued on next page)


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date 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


 


The
undersigned, Edward R. “Jack” Cameron, hereby reaffirms all of the terms of the
Support Agreement issued by him in favor of SPECTRUM Commercial Services
Company (including its participants and assigns) and dated as of December 29,
2004, and acknowledges that such agreement is in full force and effect
according to its terms.  The undersigned
understands and acknowledges that this Reaffirmation is required by SPECTRUM
Commercial Services Company as a condition to the execution of the Twenty Third
Amendment to the General Credit and Security Agreement between Appliance
Recycling Centers of America, Inc. and SPECTRUM Commercial Services
Company.


 


 


	
  Dated
  as of:                                          
  , 2008

  	
   

  	
   

  
	
   

  	
   

  	
  Edward
  R. Cameron

  



 


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