ex1019d.htm


    Exhibit
10.19(d)


    

      

        FOURTH
AMENDMENT TO

         

        LOAN
AND SECURITY AGREEMENT

         

        THIS
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made
as of January 22, 2010 by and between JRAS, LLC, a Georgia limited liability
company (“Borrower”), PERIMETER
INVESTMENT SOLUTIONS, LLC (“Perimeter”), JJG, LLC
(“JJG”),
SOUTHERN CRESCENT FINANCE, LLC (“Southern”), JRAS OF
SOUTH CAROLINA, LLC (“JRAS South
Carolina”), JRAS OF TENNESSEE, LLC (“JRAS Tennessee”),
JRAS OF FLORIDA, LLC (“JRAS Florida”), JRAS
OF ALABAMA, LLC (“JRAS
Alabama”) and JAMES SCHRULL (“Schrull”, and
together with Perimeter, JJG, Southern, JRAS South Carolina, JRAS Tennessee,
JRAS Florida and JRAS Alabama, the “Guarantors”) and
CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“CapitalSource”), as
agent for CAPITALSOURCE BANK, a California industrial bank (the “Lender”).

         

        W I T N E
S S E T H:

         

        WHEREAS,
Borrower, Guarantors and CapitalSource entered into that certain Amended and
Restated Loan and Security Agreement dated as of November 19, 2007 (as
heretofore amended, the “Original Loan
Agreement”), for the purposes and consideration therein expressed,
pursuant to which CapitalSource agreed to make loans to Borrower as therein
provided;

         

        WHEREAS,
Borrower, Guarantors and CapitalSource, as agent for the Lender, desire to amend
the Original Loan Agreement as provided herein;

         

        NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein and in the Original Loan Agreement, in consideration
of the loans which may hereafter be made by Lender to Borrower, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

         

        ARTICLE
1

         

        


         

        Definitions and
References

         

        Section
1.1 Terms Defined in the
Original Loan Agreement.  Unless the context otherwise requires
or unless otherwise expressly defined herein, the terms defined in the Original
Loan Agreement shall have the same meanings whenever used in this
Amendment.

         

        Section
1.2 Other Defined
Terms.  Unless the context otherwise requires, the following
terms when used in this Amendment shall have the meanings assigned to them in
this Section 1.2.

         

        “Amendment” means this
Fourth Amendment to Loan and Security Agreement.

         


        
          
            
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        “Amendment Documents”
means, collectively, this Amendment and any other document, instrument or
agreement required to be delivered pursuant to Article III hereof.

         

        “Loan Agreement” means
the Original Loan Agreement, as amended hereby.

         

        ARTICLE
2

         

        


         

        Amendments to Original Loan
Agreement

         

        Section
2.1 Definitions.

         

        (a) The
definition of “Applicable Margin” in Section 1 of the Original Loan Agreement is
hereby amended in its entirety to read as follows:

         

        “APPLICABLE
MARGIN.  The term ‘Applicable Margin’ shall mean (a) with respect to a
Prime Rate Loan, four percent (4.00%), and (b) with respect to a LIBOR Loan,
seven percent (7.00%); provided, however,
the “Applicable Margin” for the Prime Rate Loan after a Prime Rate Conversion
shall be an amount needed for the initial interest rate to accrue on the Prime
Rate Loan after the Prime Rate Conversion to be equal to the interest rate
accruing on the LIBOR Loan on the effective date of the Prime Rate Conversion,
as determined from time to time by Lender in its sole discretion.”

         

        (b) The
definition of “Collateral Recovery Rate” in Section 1 of the Original Loan
Agreement is hereby amended in its entirety to read as follows:

         

        “COLLATERAL
RECOVERY RATE.  The term “Collateral Recovery Rate’ shall mean, as of
the date of determination, (a) the sum of that portion of all payments received
during the preceding 12 months, in respect of principal and interest on all
Consumer Loans, whether active (non-charged off) or previously charged off,
divided by (b)
the sum of the principal and interest chargeoffs and rebated finance charges for
liquidations on all Consumer Loans during the preceding 12-month
period.”

         

        (c) The
definition of “Collection Percentage” in Section 1 of the Original Loan
Agreement is hereby amended in its entirety to read as follows:

         

        “COLLECTION
PERCENTAGE.  The term ‘Collection Percentage’ shall mean as of the
date of determination, (a) the total of cash collections of principal and
interest on Receivables during the immediately preceding six (6) months
(excluding any insurance proceeds related thereto), divided by (b) the
aggregate principal balance of all Receivables on the first day of such
month.”

         

        (d) The
definition of “LIBOR Rate” in Section 1 of the Original Loan Agreement is hereby
amended in its entirety to read as follows:

         


        
          
            
               

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        “LIBOR
RATE.  The term “LIBOR Rate” shall mean a rate per annum rounded
upwards, if necessary, to the nearest 1/1000 of 1% (5 decimal
places).  The LIBOR Rate is equal to the rate of interest which is
identified and normally published by Bloomberg Professional Service page
USD-LIBOR-BBA (BBAM) as the offered rate for loans in United States dollars for
a one (1) month period.  The rate is set by the British Bankers
Association as of 11:00 a.m. (London time) as adjusted on a daily basis and
effective on the second full Business Day after each such day (unless such date
is not a Business Day, in which event the next succeeding Business Day will be
used).  If Bloomberg Professional Service (or another
nationally-recognized rate reporting source acceptable to Lender) no longer
reports the LIBOR or Lender determines in good faith that the rate so reported
no longer accurately reflects the rate available to Lender in the London
Interbank Market or if such index no longer exists or if page USD-LIBOR-BBA
(BBAM) no longer exists or accurately reflects the rate available to Lender in
the London Interbank Market, Lender may select a replacement index or
replacement page, as the case may be.”

         

        Section
2.2 Schedule
A.  Schedule A to the
Original Loan Agreement is hereby restated in its entirety to read as set forth
in Schedule A attached to this Agreement.

         

        ARTICLE
3

         

        


         

        Conditions of
Effectiveness

         

        Section
3.1 Effective
Date.  This Amendment shall be effective as of January 4, 2010
when and only when Lender shall have received, at Lender’s office,

         

        (a) a duly
executed counterpart of this Amendment, and

         

        (b) each
other document to be executed and delivered by Borrower and/or each Guarantor
pursuant hereto or thereto.

         

        ARTICLE
4

         

        


         

        Representations and
Warranties

         

        Section
4.1 Representations and
Warranties.  In order to induce Lender to enter into this
Amendment, Borrower and each Guarantor represents and warrants to Lender
that:

         

        (a) The
representations and warranties contained in the Original Loan Agreement are true
and correct at and as of the time of the effectiveness hereof, except to the
extent that such representations and warranties expressly relate to (i) a
specific date, in which case they shall have been accurate in all material
respects as of such specified date, or (ii) an existing Default or Event of
Default for which the Lender has provided written notice thereof to the Borrower
and each Guarantor pursuant to (A) the Reservation of Rights letter dated as of
December 2, 2009, or (B) Section 5.2  hereof;

         

        (b) Each
Related Party is duly authorized to execute and deliver this Amendment and the
other Amendment Documents and is and will continue to be duly
authorized

         


        
          
            
               

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        to
perform its obligations under the Loan Documents.  Each Related Party
has duly taken all corporate action necessary to authorize the execution and
delivery of this Amendment and the other Amendment Documents and to authorize
the performance of the obligations of such Related Party hereunder and
thereunder;

         

        (c) The
execution and delivery by each Related Party of this Amendment and the other
Amendment Documents, the performance by such Related Party of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby do not and will not conflict with any provision of law, statute, rule or
regulation or of the organizational and governing documents of such Related
Party, or of any material agreement, judgment, license, order or permit
applicable to or binding upon such Related Party, or result in the creation of
any lien, charge or encumbrance upon any assets or properties of such Related
Party.  Except for those which have been duly obtained, no consent,
approval, authorization or order of any court or governmental authority or third
party is required in connection with the execution and delivery by any Related
Party of this Amendment and the other Amendment Documents or to consummate the
transactions contemplated hereby and thereby; and

         

        (d) When duly
executed and delivered, each of this Amendment and the other Amendment Documents
will be a legal and binding instrument and agreement of Borrower and each
Guarantor which is a party thereto, enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency and similar laws applying to
creditors’ rights generally and by principles of equity applying to creditors’
rights generally.

         

        ARTICLE
5

         

        


         

        Miscellaneous

         

        Section
5.1 Ratification of
Agreement.  The Original Loan Agreement as hereby amended is
hereby ratified and confirmed in all respects.  Any reference to the
Loan Agreement in any Loan Document shall be deemed to refer to this Amendment
also.  The execution, delivery and effectiveness of this Amendment and
the other Amendment Documents shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lender under the Loan
Agreement or any other Loan Document nor constitute a waiver of any provision of
the Loan Agreement or any other Loan Document.

         

        Section
5.2 Notification of Defaults;
Reservation of Rights.

         

        (a) By their
signatures below, the Borrower and each Guarantor hereby acknowledge that this
Amendment constitutes notice of the following Events of Default under the Loan
Agreement:

         

        
          	
                  (i)  

                	
                  Borrower
      has failed to maintain a Debt Service Coverage Ratio of less than 1.25 to
      1.00 for the months ending November 30, 2009 and December 31, 2009, as
      required pursuant to Section 6.2(m)
      of the Loan 

                  Agreement
      and Section
      6.2.D of Schedule A to
      the Loan

                


        

         


        
          
            
               

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        Agreement
and such failure constitutes an Event of Default under Section 7.1(b) of the
Loan Agreement;

         

        
          	
                  (ii)  

                	
                  Borrower
      has failed to maintain a Minimum Tangible Net Worth of at least
      $40,000,000 for the months ending November 30, 2009 and December 31, 2009,
      as required pursuant to Section 6.2(k)
      of the

                  Loan
      Agreement and Section 6.2.B
      of Schedule
      A to the Loan Agreement and such failure constitutes an Event of
      Default under Section 7.1(b)
      of the Loan Agreement;

                


        

         

        
          	
                  (iii)  

                	
                  Borrower
      has failed to comply with the portfolio requirements for the months ending
      November 30, 2009 and December 31, 2009, as required pursuant to Section 6.1(l)
      of the Loan Agreement and Section 6.1.I
      of 

                  Schedule A to
      the Loan Agreement and such failure constitutes an Event of Default under
      Section
      7.1(b) of the Loan
Agreement;

                


        

         

        (b) Although
Lender has decided at this time not to exercise or enforce any right or remedy
available to it under the Loan Agreement, Borrower and Guarantors are further
notified that Lender has all rights and remedies detailed in the Loan Agreement
(including the right to charge interest on the outstanding Indebtedness owing
under the Loan Documents at the Default Rate of interest set forth in the Loan
Agreement), each guaranty and in any other Loan Documents which arise upon the
occurrence of an Event of Default and Lender expressly reserves the right, to
exercise any or all other rights and remedies at any time upon one (1) Business
Day advance notice to Borrower and Guarantors of Lender’s right to exercise such
rights and remedies.

         

        (c) Lender
hereby reserves all of its respective rights, privileges and remedies under the
Loan Agreement, any Loan Document or other contract or instrument executed by
Borrower or any Guarantor for the benefit of the Lender, and all of the terms,
provisions and conditions of the Loan Agreement, any Loan Document and any such
contracts or instruments shall remain and continue in full force and
effect.  The failure of Lender to exercise all or any of its rights or
remedies at any time shall not constitute a waiver of any other right or remedy,
nor shall this Section
5.2 constitute a waiver of any other Default, Event of Default or pending
Event of Default not addressed herein.

         

        Section
5.3 Survival of
Agreements.  All representations, warranties, covenants and
agreements of Borrower and each Guarantor herein shall survive the execution and
delivery of this Amendment and the performance hereof, and shall further survive
until all of the Indebtedness is paid in full.  All statements and
agreements contained in any certificate or instrument delivered by Borrower or
any Guarantor hereunder or under the Loan Agreement to Lender shall be deemed to
constitute representations and warranties by, or agreements and covenants of,
such party under this Amendment and under the Loan Agreement.

         

        Section
5.4 Guarantor
Ratification.  Each Guarantor hereby (i) consents to the
provisions of this Amendment and the transactions contemplated herein, (ii)
ratifies and confirms

         


        
          
            
               

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        the
respective Guaranty dated as of November 19, 2007, made by the respective
Guarantor for the benefit of Lender pursuant to the Loan Agreement, (iii)
ratifies and confirms all other Loan Documents, (iv) agrees that all of
Guarantor’s respective obligations and covenants thereunder shall remain
unimpaired by the execution and delivery of this Amendment and the other
documents and instruments executed in connection herewith, (v) all references in
the Guaranty to the Loan Agreement shall be deemed to refer to the Loan
Agreement as amended by this Amendment, and (vi) agrees that such Guaranty and
such other Loan Documents shall remain in full force and effect.

         

        Section
5.5 Loan
Documents.  This Amendment and the other Amendment Documents
are each a Loan Document, and all provisions in the Loan Agreement pertaining to
Loan Documents apply hereto and thereto.

         

        Section
5.6 Governing
Law.  This Amendment shall be construed in accordance with the
substantive laws of the State of Maryland (without regard to conflict of law
principles) and the obligations, rights and remedies of the parties hereto shall
be determined in accordance with such laws.

         

        Section
5.7 Counterparts;
Fax.  This Amendment may be separately executed in counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed shall be deemed to constitute one and the same
Amendment.  This Amendment may be duly executed by facsimile or other
electronic transmission.

         

        THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         

        THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         

         

        [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


        
          
            
               

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        IN
WITNESS WHEREOF, this Amendment is executed as of the date first above
written.

         

         

        BORROWER:

         

        JRAS,
LLC

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

        Title:             Managing
Director

         

        By:           /s/ Jeff
Howard                                                                

        Name:  Jeff
Howard

        Title:    Manager

         

        GUARANTOR:

         

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

         

        PERIMETER
INVESTMENT SOLUTIONS, LLC

         

        By:           /s/ Mark
Long                                                                

        Name:             Mark
Long

        Title:             Secretary

         

         

        JJG,
LLC

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

        Title:             President

         

         

        By:           /s/ Jeff
Howard                                                                

        Name:  Jeff
Howard

        Title:    Manager

        


         


        
          
            
               

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        JRAS OF
SOUTH CAROLINA, LLC JRAS, LLC

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

        Title:             President

         

        By:           /s/ Jeff
Howard                                                                

        Name:  Jeff
Howard

        Title:    Manager

        


         

        JRAS OF
TENNESSEE, LLC

         

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

        Title:             President

         

        By:           /s/ Jeff
Howard                                                                

        Name:  Jeff
Howard

        Title:    Manager

         

        JRAS OF
FLORIDA, LLC

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

        Title:             President

         

        By:           /s/ Jeff
Howard                                                                

        Name:  Jeff
Howard

        Title:    Manager

         


        
          
            
               

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        JRAS OF
ALABAMA, LLC

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

        Title:             President

         

        By:           /s/ Jeff
Howard                                                                

        Name:  Jeff
Howard

        Title:    Manager

         

        


         

        SOUTHERN
CRESCENT FINANCE, LLC

         

        By:           /s/ James
Schrull                                                      

        Name:             James
Schrull

        Title:             President

         

        By:           /s/ Jeff
Howard                                                                

        Name:  Jeff
Howard


        
          
            
               

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        CAPITALSOURCE
FINANCE, LLC, as agent

         

        By:           /s/ Sue J.
Choi                                                      

        Name:             Sue
J. Choi

        Title:             Senior
Counsel

        


         

        


         

        


         


        
          
            
               

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        SCHEDULE
A TO

        LOAN
AND SECURITY AGREEMENT

         

        Reference
is made to that certain Amended and Restated Loan and Security Agreement (as
amended, supplemented or otherwise modified, the “Loan Agreement”),
dated November 19, 2007, by and between CapitalSource Bank, as Lender, JRAS,
LLC, as Borrower, and James Schrull, Perimeter Investment Solutions, LLC, JJG,
LLC, Southern Crescent Finance, LLC, JRAS of South Carolina, LLC, JRAS of
Tennessee, LLC, JRAS of Florida, LLC, and JRAS of Alabama, LLC, each as a
guarantor.  All references to Section numbers herein refer to Sections
in the Loan Agreement.  Terms used and not otherwise defined herein
shall have the meaning given to such terms in the Loan Agreement.

         

        
          


           

          


        

        1.A.           Additional
Eligibility Requirements (SECTION 1)

         

        
          	
                   
      

                	
                  1.

                	
                  The
      original term of the Consumer Loan Documents underlying such Receivable
      does not exceed forty two (42) months, unless otherwise approved in
      writing by Lender; provided,
      however, that up to 5% of the aggregate outstanding Eligible
      Receivables may have an original term exceeding forty two (42) months, so
      long as the original term of any such Receivable exceeding such threshold
      does not exceed forty eight (48)
months.

                


        

         

        
          	
                   
      

                	
                  2.

                	
                  The
      maximum original principal balance of such Receivable must not exceed
      twelve thousand five hundred dollars ($12,500); provided,
      however, that up to 10% of the aggregate outstanding Eligible
      Receivables may have a maximum original principal balance greater than
      $12,500, so long as the maximum original principal balance of any such
      Receivable exceeding such threshold does not exceed thirteen thousand
      dollars ($13,000).

                


        

         

        
          	
                   
      

                	
                  3.

                	
                  There
      are at least thirty (30) days remaining until the maturity date of the
      Consumer Loan Documents underlying such
  Receivable.

                


        

         

        
          	
                   
      

                	
                  4.

                	
                  The
      transaction giving rise to the Consumer Loan was consummated in an
      Approved State.

                


        

         

        
          	
                   
      

                	
                  5.

                	
                  Such
      Receivable is not sixty-one (61) days or more contractually past the due
      date set forth in the underlying Consumer Loan
  Documents.

                


        

         

        
          	
                   
      

                	
                  6.

                	
                  The
      minimum interest rate on the Consumer Loan Documents underlying such
      Receivable is at least twenty percent (20%) per annum payable
      monthly.

                


        

         

        
          	
                   
      

                	
                  7.

                	
                  The
      underlying automobile securing such Receivable shall not have been more
      than eight (8) model years old at the time of sale by a Related Party;
      provided, however, that up to 10% of the aggregate outstanding Eligible
      Receivables may be secured by an underlying automobile that was more than
      eight (8) model years old at the time of sale by a Related Party so long
      as the underlying automobile securing any such Receivable exceeding such
      threshold is not more than nine (9) model years old at the time of sale by
      a Related Party.

                


        

         

        
          	
                   
      

                	
                  8.

                	
                  Such
      Receivable has been reported to the Lender in compliance with the
      following Aging Procedures:

                


        

         


        
          
            
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                  (a)

                	
                  No
      payment missed or due

                	
                  =

                	
                  Current

                


        

         

        (b)           1
to 30 days past
due                                             =          “30
day Account”

         

        (c)           31
to 60 days past
due                                             =          “60
day Account”

         

        (d)           61
to 90 days past
due                                             =          “90
day Account”

         

        (e)           91
or more days past
due                                             =          “90
+ day Account”

         

        
          	
                   
      

                	
                  9.

                	
                  The
      mileage on the underlying automobile securing such Receivable shall not be
      more than one hundred twenty thousand (120,000) miles at the time of sale
      by a Related Party; provided,
      however, that up to 10% of the aggregate outstanding Eligible
      Receivables maybe secured by an underlying automobile with mileage in
      excess of one hundred twenty thousand (120,000) miles at the time of sale
      by a Related Party, so long as the mileage on the underlying automobile
      securing any such Receivable exceeding such threshold does not exceed one
      hundred thirty thousand (130,000) miles at the time of sale by a Related
      Party.

                


        

         

        
          	
                   
      

                	
                  10.

                	
                  Payment
      on such Receivable shall not have been (nor shall it be) extended by
      Borrower or any Corporate Guarantor more than two (2) times in any
      year.

                


        

         

        
          	
                   
      

                	
                  11.

                	
                  With
      respect to any Receivable originated subsequent to April 18,2008, (i) a
      down payment in cash was made on the date of sale of the automobile
      securing such Receivable in an amount not less than five percent (5%) of
      the total sales price of such automobile, and (ii) any down payments in
      excess of 5% which are deferred, must be paid in full prior to the due
      date of the first scheduled payment on such
  Receivable.

                


        

         

        
          	
                   
      

                	
                  12.

                	
                  With
      respect to any Receivable originated subsequent to April 18,2008, the
      first scheduled payment on such Receivable shall be paid in full no later
      than forty-five (45) days from the date such Receivable was
      originated.

                


        

         

        
          


           

          


        

        1.B.           Guarantors
(SECTION 1).

         

        Jim
Schrull

        Perimeter

        JRAS of
South Carolina, LLC

        JRAS of
Tennessee, LLC

        JRAS of
Florida, LLC

        JRAS of
Alabama, LLC

        JJG,
LLC

        Southern
Crescent Finance, LLC

        
          


           

          


        

        1.D.           Subordinated
Creditors (SECTION 1).

         

        CompuCredit
Corporation

        Valued
Services Acquisition Company, LLC


        
          
            
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        2.1.           Limits
on Advances (SECTION 2.1).

         

        Borrower
may request advances hereunder no more than two (2) times each calendar
week.

         

        
          


           

          


        

        2.1.A.           Maximum
Amount of Revolving Credit Line (SECTION 2.1).

         

        Thirty
Million Dollars ($30,000,000); provided that Lender may elect, in its sole
discretion, to increase the Maximum Amount of Revolving Credit Line in
increments of $5,000,000 so long as Borrower has paid any Additional Commitment
Fee associated therewith.

         

        
          


           

          


        

        2.1.B.           Availability
on Eligible Receivables (SECTION 2.1).

         

        The
“Availability on Eligible Receivables” shall be an amount equal to the lesser
of(i) 5 0.00% of the outstanding principal balance of all Eligible Receivables,
and (ii) 3 5.00% of the outstanding balance (principal and interest) of all
Eligible Receivables.

         

        
          


           

          


        

        2.2.           Stated
Interest Rate (SECTION 2.2).

         

        The term
“Stated Interest Rate” shall mean the greater of(i) (a) with respect to a Prime
Rate Loan, the sum of the Applicable Margin for the subject Loan plus the Prime
Rate, and (b) with respect to a LIBOR Loan, the sum of the Applicable Margin for
the subject Loan plus the LIBOR Rate, and (ii) 10.50%.

         

        
          


           

          


        

        2.3.           Maturity
Date (SECTION 2.3(c)).

         

        The term
of this Agreement shall expire on June 4, 2010; provided that the Maturity Date
may be extended for successive one year terms at Lender’s sole
discretion.

         

        
          


           

          


        

        2.6.           Liquidated
Damages (SECTION 2.6).

         

        The
amount of “Liquidated Damages” shall be as follows:

         

        if
Borrower pays the balance of the Indebtedness in full, and Borrower terminates
financing under this Agreement and requests Lender to terminate Lender’s
security interest in the Collateral after August 4,2009 and prior to January
4,2010, the amount of “Liquidated Damages” shall be an amount equal to two
percent (2.0%) of the Maximum Amount of Revolving Credit Line.

         


        
          
            
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        2.11.           Unused
Line Fee (SECTION 2.11).

         

        The
“Unused Line Fee” shall accrue from the date hereof until the Maturity Date at a
rate equal to 0.50% per annum (calculated on the basis of a year of 360 days for
the actual number of days elapsed) of the Unused Portion (hereinafter
defined).  The Unused Line Fee shall be due and payable monthly in
arrears beginning on the first Business Day of the calendar month immediately
following the date hereof and on the first Business Day of each month
thereafter.

         

        
          


           

          


        

        4.1.           Commitment
Fee (SECTION 4.1(h)).

         

        A
“Commitment Fee” in the amount of fifty thousand dollars ($50,000) was paid by
Borrower to Lender upon execution of the Agreement.  Additionally,
upon the increase, if any, of the Maximum Amount of Revolving Credit Line, an
additional commitment fee shall be due and payable by Borrower to Lender and
earned by Lender on the date of such increase in an amount equal to one percent
(1.00%) multiplied by the amount of such increase (each an “Additional
Commitment Fee”).

         

        
          


           

          


        

        5.1.A.           Borrower’s
Tradenames (whether one or more) (SECTION 5.1.(b)).

         

        Just
Right Auto Finance

         

        Just
Right Auto Sales

         

        Horton
Automotive

         

        
          


           

          


        

        5.1.B.           Business
Locations of Borrower (SECTIONS 3.7, 5.1.(n)and 6.2(h)).

         

        1998 Iris
Drive SW

         

        Conyers,
GA 30094

         

        208 South
Broad St.

         

        Monroe,
GA 30655

         

        5465
Peachtree Industrial Blvd.

         

        Chamblee,
GA 30341

         

        2630
Memorial Dr.

         

        Waycross,
GA 31503

         

        
          


           

          


        

        5.1.C.           Material
Litigation (SECTION 5.1(w))

         

        None.

         


        
          
            
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        5.1.D.           
INTELLECTUAL PROPERTY (SECTION 5.1(x))

         

        None.

         

        
          


        

        5.1.E.           Borrower
Information (SECTION 5.1.(y)).

         

        
          	
                  
                    Exact
      Name of Borrower

                     

                  

                	
                  
                    State
      of Organization

                     

                  

                	
                  
                    Federal
      Tax

                    I.D.
      No.

                     

                  

                	
                  
                    Chief
      Executive Office

                     

                  

                	
                  
                    Prior
      Names

                     

                  

                	
                  
                    Charter
      No.

                     

                  

                
	
                  JRAS,
      LLC

                	
                  Georgia

                	
                  61-1
      529623

                	
                  1998
      Iris Drive SW Conyers, GA 30094

                	
                  N/A

                	
                  07008279

                
	
                  JJG,
      LLC d/b/a Just Right Auto Sales

                	
                  Georgia

                	
                  20-3761853

                	
                  1998
      Iris Drive SW Conyers, GA 30094

                	
                  N/A

                	
                  0559900

                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Southern
      Crescent Finance

                	
                  Georgia

                	
                  20-839
      1723

                	
                  1998
      Iris Drive SW Conyers, GA 30094

                	
                  N/A

                	
                  07008285

                
	
                  JRAS
      of South Carolina, LLC

                	
                  Georgia

                	
                  39-2055272

                	
                  1998
      Iris Drive SW Conyers, GA 30094

                	
                  N/A

                	
                  07037109

                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  JRAS
      of Tennessee, LLC

                	
                  Georgia

                	
                  39-2055275

                	
                  1998
      Iris Drive SW Conyers, GA 30094

                	
                  N/A

                	
                  07037106

                
	
                  JRAS
      of Florida, LLC

                	
                  Georgia

                	
                  39-2055274

                	
                  1998
      Iris Drive SW Conyers, GA 30094

                	
                  N/A

                	
                  07032780

                
	
                  JRAS
      of Alabama, LLC

                	
                  Georgia

                	
                  39-205527
      1

                	
                  1998
      Iris Drive SW Conyers, GA 30094

                	
                  N/A

                	
                  07037107

                


        

        



        
          
            
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        6.1(h).                      Approved
States (Section 6.1(h)).

         

        Georgia

        Florida

        Alabama

        Tennessee

        South
Carolina Ohio

        Texas

         

        
          


           

          


        

        6.1(l).           Borrower’s
Portfolio Requirements (Section 6.1(l)).

         

        Borrower
and each other Related Party shall, at all times prior to the Maturity Date,
maintain its portfolio of Receivables in full compliance with the following
requirements (all to be calculated, as of any date of determination, with
respect to all Receivables of such date):

         

        
          	
                   
      

                	
                  1.

                	
                  The
      average outstanding principal balance of all Receivables shall not exceed
      Ten Thousand Five Hundred Dollars
($10,500);

                


        

         

        
          	
                   
      

                	
                  2.

                	
                  The
      weighted average original term to maturity of all Receivables shall not
      exceed forty two (42) months.

                


        

         

        
          	
                   
      

                	
                  3.

                	
                  The
      weighed average interest rate on the Consumer Loan Documents underlying
      all of the Receivables is at least 22.00% per
  annum.

                


        

         

        
          	
                   
      

                	
                  4.

                	
                  The
      aggregate principal balance of all Receivables current to not more than
      thirty (30) day delinquent shall not be less than eighty percent (80%) of
      the aggregate principal balance of all
  Receivables.

                


        

         

        
          	
                   
      

                	
                  5.

                	
                  The
      weighted average down payment of all Receivables is not less than five
      percent (5%) of the total sales price, which shall include all taxes,
      commissions and fees associated
therewith.

                


        

         

        6.2.A.           Leverage
Ratio Limit (SECTION 6.2.(j)).

         

        The
“Leverage Ratio
Limit” shall be 2.0 to 1.00.

         

        
          


           

          


        

        6.2.B.           Minimum
Tangible Net Worth (SECTION 6.2.(k)).

         

        The
“Minimum Tangible Net
Worth” shall be $40,000,000.

         


        
          
            
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          6.2.D.           Debt
Service Coverage Ratio Limit (SECTION 6.2(m)).

           

          


        

        The
“Debt Service Coverage
Ratio Limit” shall not be less than 1.25 to 1.00.

         

        
          


           

          


        

        6.2.E.           Minimum
Collateral Recovery Rate (SECTION 6.2.(n)).

         

        The
“Minimum Collateral
Recovery Rate” shall be fifty percent (5 0.00%).

         

        
          


           

          


        

        6.2.F.           Minimum
Collection Percentage (SECTION 6.2(t)).

         

        The
“Minimum Collection
Percentage” shall be three and one-half percent (3.5%).

         

        
          


           

          


        

        9.1.           Notices
(SECTION 9.1).

         

        Lender:                         CapitalSource
Bank

        4445
Willard Avenue

        Chevy
Chase, Maryland 20815

        Attention:  Credit
Administration

         

        With a
copy to:

        CapitalSource
Finance LLC

        4445
Willard Avenue, Twelfth Floor

        Chevy
Chase, Maryland 20815

        Attention:  SFG—Portfolio
Manager

        Telephone:                      (301)
841-2700

        Telecopy
No.:                             (301)
841-2370

         

        With a
courtesy copy to:

        Greenberg
Traurig, LLP

        2200 Ross
Avenue, Suite 5200

        Dallas,
Texas 75201

        Attention:  Heather
Moulder

        Telephone:                      (214)
665-3614

        Telecopy
No.:                             (214)
665-5914

         

        Borrower:                         JRAS,
LLC

        1998 Iris
Drive SW

        Conyers,
GA 30094

        Attention:  Jim
Schrull

        Telephone:                      (770)
761-7215

        Telecopy
No.:                             (770)
761-1539

         


        
          
            
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        With a
Copy to:

         

        600
Westpark Drive

        Peachtree
City, GA 30269

        Attn:  Robert
P. Manning

         

        


        Guarantors:                         1998
Iris Drive SW

        Conyers,
GA 30094

        Attention:  Jim
Schrull

        Telephone:                      (770)
761-7215

        Telecopy
No.:                             (770)
761-1539

         

        With a
Copy to:

        600
Westpark Drive

        Peachtree
City, GA 30269

        Attn:  Robert
P. Manning