Exhibit
10.99
AMENDMENT
TO AMENDMENT TO BUSINESS LOAN AGREEMENT, PROMISSORY NOTE AND RELATED DOCUMENTS
THIS
AMENDMENT TO BUSINESS LOAN AGREEMENT, PROMISSORY NOTE AND RELATED DOCUMENTS (this “Amendment”) is entered into as
of this 10th day of March, 2020, by and between COLLECTORS UNIVERSE, INC., a Delaware corporation (“Borrower”), on
the one hand, and ZIONS BANCORPORATION, N.A., dba California Bank & Trust (“Lender”), on the other hand.
RECITALS
A.
Lender has heretofore extended a revolving line of credit (together with any and all amendments thereto or modifications thereof,
the “Loan”) to Borrower in the maximum principal amount of Ten Million and No/100 Dollars ($10,000,000.00), as evidenced,
by (i) that certain Business Loan Agreement dated January 10, 2017 executed and delivered by Borrower and Lender (the “Loan
Agreement”); (ii) an Addendum to the Loan Agreement (the “Loan Agreement Addendum”) entered into by Borrower
and Lender concurrently with the Loan Agreement which amended or modified certain of the terms and provisions of the Loan Agreement
(together with any and all amendments and addenda thereto or modifications thereof made prior to the date of this Amendment),
and (iii) that certain Promissory Note dated January 10, 2017 in the original face amount of Ten Million and No/100 Dollars ($10,000,000.00)
(the “Note”), executed by Borrower in favor of Lender and (iv) an Addendum to Promissory Note (the “Note Addendum”)
entered into by Borrower and Lender concurrently with the execution and delivery of the Note by Borrower, which amended or modified
certain of the terms and provisions of the Note; (v) any amendments and addenda to or modifications of any of the aforementioned
documents entered into or furnished prior to the date of this Amendment.
B.
By its express terms, the Loan Agreement Addendum provides that (i) such Addendum is an integral part of the Loan Agreement and
amends and modifies the Loan Agreement in the manner and to the extent set forth in such Addendum, and (ii) in the event of any
conflict between any provisions of the Loan Agreement and any provisions of its Addendum, the provisions of the Addendum shall
control and supersede the conflicting provisions of the Loan Agreement.
C.
By its express terms, the Note Addendum provides that (i) such Addendum is an integral part of the Note and amends and modifies
the Note in the manner and to the extent set forth in such Addendum, and (ii) in the event of any conflict between any provisions
of the Note and any provisions of its Addendum, the provisions of the Addendum shall control and supersede the conflicting provisions
of the Note.
D.
The Loan Agreement, Note, and all other agreements (including the Loan Agreement Addendum and the Note Addendum), and all other
instruments and other documents executed by Borrower and Lender in connection with the Loan, as and to the extent modified by
this Amendment, shall at all times hereinafter be referred to collectively as the “Loan Documents.”
E.
The parties hereto each desire to amend the Loan Agreement, Note, and certain other Loan Documents, as provided herein.
AGREEMENT
1.
Recitals. The recitals set forth hereinabove are incorporated herein by this reference. Each of Borrower and Lender agrees
and acknowledges that the factual information recited above is true and correct. Unless otherwise expressly provided to the contrary
in this Amendment, all terms not expressly defined in this Amendment shall be as defined in the Loan Agreement, the Loan Agreement
Addendum or the Note or the Note Addendum, as the case may be. From and after the date of this Amendment, all references in any
of the Loan Documents to the Loan Agreement and to the Note shall mean the Loan Agreement and the Note, respectively, as amended
by this Amendment.
2.
Reaffirmation. This Amendment is, in part, a reaffirmation of the obligations, indebtedness and liability of Borrower to
Lender as evidenced by the Loan Documents. Therefore, Borrower acknowledges and agrees that, except as amended or modified by
this Amendment, all of the terms and conditions of the Loan Documents are and shall remain in full force and effect, without waiver
or modification of any kind whatsoever, and are ratified and confirmed in all respects.
3.
Amendment to Loan Agreement, Note and other Loan Documents.
A.
The Loan Agreement, and the Note, the Addenda thereto referenced above, and the other Loan Documents are hereby amended as follows:
(i)
All references to “$10,000,000.00” are hereby amended to read “$15,000,000.00”, and the amount of the
“Total Commitment” (as set forth in the Loan Agreement) shall be $15,000,000.00.
(ii)
All references to “Ten Million and 00/100 Dollars” are hereby amended to read “Fifteen Million and 00/100 Dollars”.
(iii)
All references to the Maturity and maturity date of “3-10-20” are hereby amended to read “3-10-22”.
(iv)
All references to “ZB, N.A., dba California Bank & Trust” are hereby amended to read “ZIONS BANCORPORATION,
N.A., dba California Bank & Trust”.
B.
The Note, as heretofore amended or modified by the Note Addendum, is hereby amended as follows:
(i)
The final three sentences of the paragraph entitled “VARIABLE INTEREST RATE” on page 1 of the Note are hereby
deleted in their entirety and replaced with the following sentences:
“The
Index currently is 1.00% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the
“INTEREST CALCULATION METHOD” paragraph using a rate of 2.250 percentage points over the Index, resulting in an initial
rate of 3.25%. NOTICE: Under no circumstances will the interest rate on this loan be less than 2.250% per annum or more than the
maximum rate allowed by applicable law.”
(ii)
The section entitled “VARIABLE RATE FLOOR” on page 1 of the Note is hereby deleted in its entirety and replaced
with the following:
“VARIABLE
RATE FLOOR. Notwithstanding anything to the contrary herein, if the interest rate is calculated with any LIBOR or LIBOR/Swap
rate index plus a margin, then under no circumstances will the Index be less than zero percent (0%) per annum. To the extent there
is an interest rate floor set forth in the VARIABLE INTEREST RATE which is different than the interest rate floor described in
this paragraph, then, the interest rate floor amount set forth in the VARIABLE INTEREST RATE paragraph shall be applicable. Under
no circumstances will the interest rate on this Note be less than 2.250% per annum.”
(iii)
The following paragraphs are hereby added to the Note immediately preceding the paragraph of the Note entitled “INTEREST
RATE OPTIONS”:
“LIBOR
INDEX RATE SUBSTITUTION. If the Interest Rate is calculated with any LIBOR or LIBOR/Swap rate index, if Lender determines,
in its sole discretion, that the LIBOR Base rate (“LIBOR Index”) (i) has been or imminently will be discontinued,
(ii) is no longer an industry-accepted reference rate for loans of a similar type to the Loan and/or has been superseded by an
alternative reference rate, or (iii) is no longer representative or may not be used pursuant to a public statement by the administrator
of the LIBOR index or other regulatory authority (e.g., the Federal Reserve), in each case with respect to any type of loan or
transaction, then Lender may select an alternative reference rate, which may reflect adjustments to the related spread or margin
(collectively, the “Substitute Index Rate”), to be used in lieu of the LIBOR-based interest rate set forth in the
Note and/or this Agreement (the “Pre-Substitute Rate”).
Lender
and Borrower acknowledge that the discontinuation of the LIBOR Index is a future event over which neither Lender nor Borrower
has influence but which will necessarily affect the Pre-Substitute Rate. Accordingly, Lender shall use reasonable efforts to select
a Substitute Index Rate that Lender in good faith believes is practical means of preserving the parties’ intent relative
to the economics of the Pre-Substitute Rate. Notwithstanding the foregoing, the parties acknowledge that, initially and/or over
time, the Substitute Index Rate will differ from the Pre-Substitute Rate. In selecting the Substitute Index Rate, Lender shall
consider to what extent and the manner in which industry-accepted substitutes for the LIBOR Index have been established, and the
parties acknowledge that different Substitute Index Rates may be selected for different types of loans and transactions. Borrower
agrees that Lender shall not be liable in any manner for its selection of a Substitute Index Rate, provided that Lender makes
such selection in good faith.
The
Substitute Index Rate shall be used in lieu of the Pre-Substitute Rate, and all references in this Note to the Pre-Substitute
Rate shall be deemed to refer to the Substitute Index Rate, effective as of the date specified by Lender in a written notice given
by Lender to Borrower. To the extent practicable, such notice shall be given at least 30 days prior to the effective date. The
Substitute Index Rate shall remain in effect from the effective date set forth in such notice until the Maturity Date, as such
may be extended, unless such an instance occurs where the Substitute Index Rate is no longer available, in which case the provisions
of this section will apply for purposes of replacing the Substitute Index Rate.”
C.
The provision entitled “Additional Indebtedness” which immediately precedes the paragraph entitled “LENDER’S
EXPENDITURES” in the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“Additional
Indebtedness. No additional indebtedness (except for purchase money indebtedness, obligations under capitalized and operating
leases and any other borrowings heretofore or hereafter obtained from Lender) without prior Lender approval.”
4.
Effective Date of Amendment. This Amendment and the amendments provided for herein shall be effective as of the timely
and complete satisfaction, or waiver, of each and all of the conditions precedent set forth in Section 6 of this Amendment. From
and after the effective date of this Amendment, this Amendment and any other documents and instruments executed in connection
herewith by Borrower and/or Lender shall each constitute one of the “Loan Documents.”
5.
Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is expressly conditioned upon the
following having occurred or Lender having received as of March 10, 2020, all of the following documents, certificates and other
instruments, in form and content reasonably satisfactory to Lender and its counsel:
A.
This Amendment, fully executed by Borrower; and
B.
Such additional information, assignments, agreements, certificates, reports, approvals, instruments, documents, and consents as
Lender may reasonably request, in connection with this Amendment and/or any of the matters which are the subject of this Amendment
including, without limitation, resolutions and/or other authorizations of Borrower evidencing approval and authorization of the
transactions contemplated hereby and the documents and instruments to be executed by Borrower in connection herewith.
6.
Payment of Lender’s Fees and Costs. Borrower agrees that, within seven (7) days of its receipt from Lender of a written
notice setting forth the amount of such fees and costs, it shall pay the reasonable fees and costs of Lender incurred in connection
with the preparation, negotiation, administration and execution of this Amendment and all documents being entered into in connection
with this Amendment including, but not limited to, reasonable attorneys’ fees and costs and the reasonable fees and costs
of other professionals retained by Lender in connection with this Amendment.
7.
Miscellaneous.
A.
Section headings used in this Amendment are for convenience of reference only and shall not affect the construction or interpretation
of this Amendment or the provisions hereof.
B.
This Amendment may be executed in one or more counterparts, but all of the counterparts shall constitute one and the same Amendment;
provided, however, that this Amendment shall not be effective and enforceable unless and until it is executed by all parties hereto.
C.
This Amendment and the other documents and instruments executed in connection therewith constitute the product of the negotiation
of the parties hereto and the enforcement hereof shall be interpreted in a neutral manner, and not more strongly for or against
any party based upon the source of the draftsmanship hereof.
D.
This Amendment and any other documents or instruments between Borrower and Lender contemplated herein, constitute the entire agreement
between them with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and
oral, between Borrower and Lender with respect to the subject matter of this Amendment.
E.
In the event that any provision of this Amendment, or the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this Amendment will continue in full force and effect and
the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent
of the parties hereto. Borrower and Lender further agree to negotiate in good faith in an effort to replace any such void or unenforceable
provision of this Amendment with a valid and enforceable provision that will achieve, to the maximum extent possible, the economic,
business and other purposes of such void or unenforceable provision.
F.
This Amendment is not a novation. The Loan Agreement and the Loan Agreement Addendum, the Note and the Note Addendum and the other
Loan Documents entered into prior to the date hereof shall remain in full force and effect and, except as amended by this Amendment,
shall remain unchanged. Nothing contained in this Amendment shall be deemed to constitute a waiver by Lender of any required performance
by Borrower or any Event of Default (as defined in the Loan Agreement) heretofore occurring under or in connection with the Loan
Agreement, the Note or any of the other Loan Documents. In the event there is a conflict between any term, condition or provision
of this Amendment, on the one hand, and any term, condition or provision of the Loan Agreement, the Loan Agreement Addendum, the
Note, the Note Addendum, or any of the other Loan Documents entered into prior to the date hereof, on the other hand, the terms,
conditions and provisions of this Amendment shall control.
IN
WITNESS WHEREOF, this Amendment is executed by Borrower and Lender as of the day and year first above written.
BORROWER:
COLLECTORS
UNIVERSE, INC.,
a
Delaware corporation
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By:
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/s/
JOSEPH WALLACE
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Name:
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Joseph
Wallace
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Its:
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Senior
Vice President and
Chief Financial Officer/Assistant Secretary
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LENDER:
ZIONS
BANCORPORATION, N.A.,
dba
California Bank & Trust
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By:
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/s/
GRANT HAMMOND
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Name:
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Grant
Hammond
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Title:
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V.
P. Portfolio Manager
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Exhibit
99.1
Collectors
Universe, Inc. Obtains an Increase to $15 Million, and a Two-Year Extension of,
its Unsecured Revolving Line of Credit from California Bank & Trust
NEWPORT
BEACH, Calif., March 16, 2020 — Collectors Universe, Inc. (NASDAQ: CLCT), a leading provider of value-added authentication
and grading services for high-value collectibles, today announced that it has obtained amendments to its revolving credit line
agreement with California Bank & Trust that (i) provide for an increase in the maximum amount of credit line borrowings that
are available to the Company to $15 million, up from $10 million, and (ii) extends the term, and the maturity date, of that credit
line for two years to March 10, 2022. The other terms of the credit line are substantially unchanged. There were no borrowings
outstanding under the credit line when the amendments became effective.
Joseph Orlando, Collectors
Universe’s Chief Executive Officer noted, “The increase in the line of credit to $15 million reflects
the Company’s continued strong balance sheet and cash generation model which has enabled us to increase cash to $22.2 million
at December 31, 2019 from $12.4 million at December 31, 2018, after the payment of about $6.3 million of cash dividends to our
stockholders. The credit line agreement, as amended, continues to be flexible and has competitive interest rates. The Company
intends to use its credit line borrowings primarily to support the growth of its businesses over the next two years.”
The
Company will be filing today, with the Securities and Exchange Commission, a Current Report on Form 8-K which contains
a fuller description of the terms of the amendments, and the foregoing summary is qualified by reference to that Current Report
on Form 8-K and Exhibit 10.99 attached thereto.
About
Collectors Universe
Collectors
Universe, Inc. is a leading provider of value-added services to the high-value collectibles markets. The Company authenticates
and grades collectible coins, trading cards, event tickets, autographs and memorabilia (“collectibles”). The Company
also compiles and publishes authoritative information about United States and world coins, collectible trading cards and sports
memorabilia (“collectibles”), and operates its CCE dealer-to-dealer Internet bid-ask market for certified coins and
its Expos trade show and conventions business. This information is accessible to collectors and dealers at the Company’s
website, http://www.collectorsuniverse.com and is also published in print.
Cautionary
Statements Regarding Forward Looking Information
This
news release contains statements regarding our expectations, beliefs or views about our future financial performance and trends
in our business and in our markets, which constitute “forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. Forward looking statements can often be identified by the use of words such as “believe,”
“expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,”
or future or conditional verbs such as “will,” “would,” “should,” “could,” or
“may.”
Collectors Universe, Inc.
Page 2 of 2
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Due
to a number of risks and uncertainties to which our business and our markets are subject, our future financial performance may
differ, possibly significantly, from expectations regarding our future financial performance that are expressed in, or that may
be implied or inferred from, the summary in this news release of the Amendment to certain of the terms of the Company’s
revolving Credit Line. Those risks and uncertainties, and their possible impact on our future financial performance, include,
but are not limited to, the following: our continued dependence on our coins, and cards and autographs businesses, which historically
have generated more than 90% of our total consolidated revenues and a substantial portion of our operating income, which make
our operating results more vulnerable to conditions that could adversely affect those businesses, such as stagnation of precious
metals prices that could adversely affect our coin revenues; the risk that domestic or international economic conditions may deteriorate
as a result of events outside of our control, that could lead to reductions in the demand for our collectibles authentication
and grading services and, consequently, in our revenues and operating results; the risk that the weakness or volatility of economic
conditions will lead to longer-term changes in the spending habits of consumers and in the availability and use of credit by smaller
businesses, such as collectibles dealers, to fund purchases of collectibles, which could lead to longer-term declines in collectibles
commerce and, therefore, in the demand for our services; the risks that claims under our coin and trading card authentication
and grading warranties will increase substantially and that the warranty reserves we maintain for such claims will prove to be
inadequate, which could cause our gross margin and operating results to decline or cause us to incur operating losses; the risk
that our strategies of offering services in newer geographic areas, such as Europe and Asia, or potentially investing in new lines
of business, will not be successful in enabling us to improve our profitability or may even cause us to incur significant losses;
the risks and added complexity of conducting business overseas; the risk that it may become necessary for us to reduce the amount
of, or suspend or discontinue the payment of cash dividends in the future, due to conditions or circumstances outside of our control,
such as adverse economic or market conditions, as well as our financial performance and the cash needs of our business in the
future; and the risk that the recent outbreak of a new coronavirus in China, Europe and the United States, the travel restrictions
and business closures being imposed in response to that outbreak, will adversely affect our revenues and operating performance.
Additional
information regarding these risks and other risks and uncertainties to which our business is subject is contained in Item 1A,
entitled “Risk Factors”, in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019 and in Item 1A
in Part II of Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, which we filed with the Securities and Exchange
Commission on August 28, 2019 and February 4, 2020, respectively. Readers of this news release are urged to review the discussion
of those risks and uncertainties in that Report. Also, our actual financial results or financial condition in the future may differ
from those currently expected due to additional risks and uncertainties of which we are not currently aware or which we do not
currently view as, but in the future may become, material to our business, operating results or financial condition. Due to these
risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements contained, implied
or inferred, in this news release or in our Annual or Quarterly Reports filed with the Securities and Exchange Commission, which
speak only as of their respective dates. We also disclaim any obligation to update or revise any of the forward-looking statements
contained in this news release, in our Annual Report on Form 10-K, or in our Quarterly Reports on Form 10-Q, as a result of new
information, future events or otherwise, except as may be required by law or NASDAQ rules.
Contact:
Joseph
Orlando
President
and Chief Executive Officer
949-567-1170
Email:
jorlando@collectors.com
Joseph
Wallace
Senior
Vice President and Chief Financial Officer
949-567-1245
Email:
jwallace@collectors.com