ex1019b.htm


    EXHIBIT 10.19(b)


    SECOND
AMENDMENT TO

     

    LOAN
AND SECURITY AGREEMENT

     

    


    THIS
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made
as of September 11, 2008 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 amended
by that First Amendment to Loan and Security Agreement (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,
CapitalSource has transferred and assigned all of its rights, obligations and
interests in the Original Loan Agreement to Lender;

     

    WHEREAS,  Lender
has appointed CapitalSource to act on its behalf as its agent and has instructed
CapitalSource to enter into this Amendment as its agent;

     

    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
I

    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
Second Amendment to Loan and Security Agreement.

     

    “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
II

    Amendments to Original Loan
Agreement

     

    Section
2.1 Definitions.

    


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

    


    “APPROVED
SALE LEASEBACK TRANSACTION.  The term “Approved Sale Leaseback
Transaction” means a sale-leaseback transaction between the Borrower, as seller
and lessee (or with respect to real property owned by JJG, JJG as seller and
lessee), and a third party, as purchaser and lessor, pursuant to one or more
sale-leaseback agreements or other agreements and documents in a form approved
by the Lender, the terms of which (including the lease payments and sale price)
have been approved by Lender in its sole discretion.”

    


    (b) The
definition
of “BBC Deed” is hereby added in alphabetical order to Section 1 of the Original
Loan Agreement to read as follows:

    


    “BBC
DEED. The term “BBC Deed” has the meaning given to such term in Section 6.2(a)
hereof.”

    


    Section
2.2 Voluntary
Prepayments.  Section 2.6 of the Original Loan Agreement is
hereby amended by deleting the reference to August 4, 2008 as it appears in
subsections (a) and (b) and replacing such date with August 4,
2009.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
2.3 Section
6.2(a) of the Original Loan Agreement is hereby amended in its entirety to read
as follows:

    


    “(a)           Incur
or permit to exist any pledge, title retention lien or other lien, encumbrance
or security interest with respect to the Collateral now owned or hereafter
acquired by such Related Party, except (i) liens in favor of Lender, (ii)
Permitted Liens, (iii) liens granted on real property in connection with an
Approved Sale Leaseback Transaction, (iv) a first lien in favor of The Brand
Banking Company on JJG’s real property and the fixtures related thereto, to be
evidenced by a Deed to Secure Debt and Security Agreement in form and substance
acceptable to Lender in its sole discretion (the “BBC Deed”) between
JJG and The Brand Banking Company, relating to the real property located at 4320
Jonesboro Road (Hwy 138), Union City, Fulton County, Georgia (the “Union City
Property”), securing the debt described in Section 6.2(f)(viii),
(v) a second lien in favor of Crump Enterprises, LLC (“Crump”) on the Union
City Property and the fixtures related thereto, to be evidenced by a Deed to
Secure Debt and Security Agreement in form and substance acceptable to Lender in
its sole discretion (the “Crump Deed”) between
JJG and Crump securing the debt described in Section 6.2(f)(vii),
(vi) liens in favor of CompuCredit Corporation on JJG’s real property located in
Duluth, Gwinett County, Georgia; provided that the aggregate amount of debt
secured by Permitted Liens (other than liens in favor of the Lender and liens
granted pursuant to a Floor Plan Financing) shall not exceed
$25,000.”

    


    Section
2.4 Section
6.2(f) of the Original Loan Agreement is hereby amended in its entirety to read
as follows:

    


    “(f)           Incur,
assume or suffer to exist any debt (including any contingent liabilities, or
otherwise become liable upon the obligations of any Person by assumption,
endorsement or guaranty thereof or otherwise) other than (i) the Indebtedness,
(ii) accounts payable incurred in the ordinary course of business, (iii)
Subordinated Debt, (iv) Floor Plan Financings, (v) indebtedness between Related
Parties, (vi) capitalized lease obligations incurred in connection with an
Approved Sale Leaseback Transaction, (vii) debt evidenced by a Promissory Note
by JJG in favor of Crump Enterprises, LLC in form and substance acceptable to
Lender in its sole discretion and secured by the Crump Deed (the “Construction Loan”);
(viii) indebtedness in the amount of $1,400,000 owed by Crump to The Brand
Banking Company, secured by the BBC Deed and the proceeds of which are used to
fund the Construction Loan; or (ix) other debt consented to in writing by Lender
in its sole discretion.”

    


    Section
2.5 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
III

    Conditions of
Effectiveness

     

    Section
3.1 Effective
Date.  This Amendment shall become effective as of the date
first above written when and only when Lender shall have received, at Lender’s
office,

    


    (a) a duly
executed counterpart of this Amendment,

    


    (b) a duly
executed certificate of an authorized officer of each Related Party attesting to
(i) the adoption of resolutions authorizing the execution and delivery of this
Amendment and the other Amendment Documents to which each is a party, and
authorizing specific officers of each Related Party to execute the same, and
(ii) the authenticity of original specimen signatures of such
officers,

    


    (c) an
opinion of the legal counsel of the Borrower and Guarantors covering such
matters as Lender shall determine in its reasonable sole
discretion,

    


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

    


    (e) an
Additional Commitment Fee owing as a result of the increase in Commitments in an
amount equal to $100,000.00.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
IV

    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 a specific
date, in which case they shall have been accurate in all material respects as of
such specified date;

    


    (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 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
V

    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 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
5.3 Guarantor
Ratification.  Each Guarantor hereby (i) consents to the
provisions of this Amendment and the transactions contemplated herein, (ii)
ratifies and confirms 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
5.4 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
5.5 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
5.6 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.

     

    


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remainder of this page is intentionally left blank.]

    



    
      
        
          SECOND
AMENDMENT TO LOAN AGREEMENT

          DAL
76,790,007V5

        

         


      

      
         


        
          

        

      

      
         


      

    


    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/Dennis H. James
	 	 Name:	 Dennis H.
      James
	 	 Title	 President


      

       

       

      GUARANTOR:

       

      
        	 	 	 
	 	 By:   	 /s/James Schrull
	 	 Name:	 James
      Schrull


      

      


      
        
          	 Perimeter
      Investment Solutions, LLC	 	 
	 	 By:   	 /s/Ajay K. Jindia
	 	 Name:	 Ajay K.
      Jindia
	 	 Title	 Secretary


        

      

       

       

      
        	 JJG,
    LLC	 	 
	 	 By:   	 /s/James Schrull
	 	 Name:	 James
      Schrull
	 	 Title	 President


      

       

       

      
        	 	 	 
	 	 By:   	 /s/Dennis H. James
	 	 Name:	 Dennis H.
      James
	 	 Title	 Manager
    





      
        
          
            
              
                SECOND
AMENDMENT TO LOAN AGREEMENT - Signature Page

                DAL
76,790,007V5

              

            

          

           


        

        
           


          
            

          

        

        
           


        

      


      
         

         

        
          	JRAS of South
      Carolina, LLC	 	 
	 	 By:   	 /s/James Schrull
	 	 Name:	 James
      Schrull
	 	 Title	 President


        

         

         

        
          	 	 	 
	 	 By:   	 /s/Dennis H. James
	 	 Name:	 Dennis H.
      James
	 	 Title	 Manager


        

      

       

      
        	JRAS of Tennessee,
      LLC	 	 
	 	 By:   	 /s/James Schrull
	 	 Name:	 James
      Schrull
	 	 Title	 President


         

         

        
          	 	 	 
	 	 By:   	 /s/Dennis H. James
	 	 Name:	 Dennis H.
      James
	 	 Title	 Manager


        


        	JRAS of Florida,
      LLC	 	 
	 	 By:   	 /s/James Schrull
	 	 Name:	 James
      Schrull
	 	 Title	 President


         

         

        
          	 	 	 
	 	 By:   	 /s/Dennis H. James
	 	 Name:	 Dennis H.
      James
	 	 Title	 Manager


        



      
        
          
            
              
                SECOND
AMENDMENT TO LOAN AGREEMENT - Signature Page

                DAL
76,790,007V5

              

            

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	JRAS of Alabama,
      LLC	 	 
	 	 By:   	 /s/James Schrull
	 	 Name:	 James
      Schrull
	 	 Title	 President


         

         

        
          	 	 	 
	 	 By:   	 /s/Dennis H. James
	 	 Name:	 Dennis H.
      James
	 	 Title	 Manager


        



       

       

      
        	Southern Crescent
      Finance, LLC	 	 
	 	 By:   	 /s/James Schrull
	 	 Name:	 James
      Schrull
	 	 Title	 President


         

         

        
          	 	 	 
	 	 By:   	 /s/Dennis H. James
	 	 Name:	 Dennis H.
      James
	 	 Title	 Manager


        




      
        
          
            
              
                SECOND
AMENDMENT TO LOAN AGREEMENT - Signature Page

                DAL
76,790,007V5

              

            

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	CapitalSource
      Finance, LLC, as agent	 	 
	 	 By:   	 /s/Sue j. Choi
	 	 Name:	 Sue J.
      Choi
	 	 Title	 Senior
      Counsel


      




    
      
        
          SECOND
AMENDMENT TO LOAN AGREEMENT - Signature Page

          DAL
76,790,007V5

        

         


      

      
         


        
          

        

      

      
         


      

    


    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:

            


    

     

    
      	
              (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 may be 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

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      	
              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 50.00% of the
outstanding principal balance of all Eligible Receivables.

     

    
      	
              2.2.

            	
              Stated
      Interest Rate (SECTION 2.2).

            


    

     

    The term
“Stated Interest Rate” shall mean the greater of (i) the sum of the Applicable
Margin for the subject Loan plus the Prime Rate, and (ii) 9.50%.

     

    
      	
              2.3.

            	
              Maturity
      Date (SECTION 2.3(c)).

            


    

     

    The term
of this Agreement shall expire on January 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.

     

    
      	
              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.

     

    
      	
              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

            	
              61-1529623

            	
              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

            	
              20-8391723

            	
              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

            	
              39-2055271

            	
              1998
      Iris Drive SW

              Conyers,
      GA 30094

            	
              N/A

            	
              07037107

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
               
      

            	
              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 3 to 1.00.

     

    
      	
              6.2.B.

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

            


    

     

    The
“Minimum Tangible Net
Worth” shall be $12,000,000.

     

    
      	
              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 sixty five percent (65.00%).

     

    
      	
              6.2.F.

            	
              Minimum
      Collection Percentage
(SECTION 6.2(v)).

            


    

     

    The
“Minimum Collection
Percentage” shall be three and three-quarters percent (3.75%) during the
period beginning on April 18, 2008 and ending on December 31, 2008 and four
percent (4.0%) at all times thereafter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    
      	
              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

            


    

    


    
      	
               
      

            	
              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