FIRST AMENDMENT TO REVOLVING CREDIT LOAN AND SECURITY
AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT LOAN AND SECURITY
AGREEMENT (this " Amendment ") is made and entered into
as of August 15, 2007, by and between FREEDOM FINANCIAL GROUP, INC.
and T.C.G. - THE CREDIT GROUP INC. (jointly and severally, the "
Borrower ") and HEARTLAND BANK (" Lender ").
WITNESSETH :
WHEREAS , the parties entered into a Revolving Credit Loan
and Security Agreement dated as of August 18, 2006 (the " Loan
Agreement "), pursuant to which Lender has made available
to Borrower from time to time revolving credit facilities in the
maximum aggregate principal amount of Three Million Dollars
($3,000,000.00); and
WHEREAS , Borrower and Lender have agreed to extend the
maturity date of the revolving credit facilities.
NOW, THEREFORE , in consideration of the promises and the
mutual agreements herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions; References .
Unless otherwise specifically defined herein, each
term used herein which is defined in the Loan Agreement shall have
the meaning assigned to such term in the Loan Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each
other similar reference and each reference to "this Agreement" and
each other similar reference contained in the Loan Agreement shall
from the date hereof refer to the Loan Agreement as amended
hereby.
SECTION 2. Amendments to Loan Agreement
. Subject to the satisfaction and occurrence of each of the
conditions set forth in Section 3 hereof, the Loan Agreement
is hereby amended as follows, effective as of the date hereof:
2.1. At Section 1.1 of
the Loan Agreement, replace the definition of Termination
Date in its entirety and replace it with the following:
" Termination Date " means February 1, 2008.
2.2. At Section 1.1 of
the Loan Agreement, replace the definition of Note in its
entirety and replace it with the following:
" Note " means the Amended and Restated Note dated of even
date herewith executed by Borrower to the order of Lender in the
face amount of $3,000,000.
2.3. At Section 2.3(a) of
the Loan Agreement, replace Section 2.3(a) in its entirety and
replace it with the following:
Section 2.3. Repayment .
a. The interest and
principal shall all be due and payable in accordance with the
following:
i. Commencing
on September 1, 2007, and on the first day of each month thereafter
to and including the first day of January, 2008, the Borrower shall
pay to the Lender monthly installments of interest at the rate of
interest as set forth in Article 3 .
ii. On
February 1, 2008, the Borrower shall pay to the Lender a final
installment of principal and interest in an amount equal to the sum
of the then outstanding principal balance of the Loan together with
accrued and unpaid interest thereon.
SECTION 3. Effectiveness . The
effectiveness of this Amendment is subject to the satisfaction and
occurrence of each of the following conditions precedent:
3.1. Lender shall have
received executed counterparts of the f
