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SPMI > SEC Filings for SPMI > Form 8-K on 25-Oct-2013All Recent SEC Filings

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Form 8-K for SPEEDEMISSIONS INC


25-Oct-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Balanc


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported, Speedemissions, Inc. (the "Company") entered into a revolving line of credit agreement with TCA Global Credit Master Fund, LP ("TCA"), dated as of June 8, 2012 (the "Credit Agreement"), pursuant to which TCA agreed to loan the Company up to a maximum of $2 million for working capital purposes. On June 8, 2012, the Company obtained a loan in the amount of $350,000 to use for working capital purposes as evidenced by a revolving note (the "Revolving Note").

Effective October 9, 2012, the Company entered into the First Amendment to Credit Agreement with TCA (the "Amended Credit Amendment"), pursuant to which the Company received an additional loan in the amount of $550,000 to use for the purchase of five emissions testing stores. The $550,000 borrowed pursuant to the Amended Credit Agreement was evidenced by a separate revolving note in the principal amount of $550,000 (the "Second Revolving Note").

On October 23, 2013, the Company entered into the Second Amendment to Credit Agreement with TCA (the "Second Amended Credit Agreement"), pursuant to which TCA agreed to increase the revolving loan to $1.3 million and, in connection therewith, the Company received an additional loan in the amount of $400,000. The aggregate amount borrowed by the Company pursuant to the Second Amended Credit Agreement is evidenced by a revolving note in the principal amount of $1.3 million, which amended, restated and replaced the Revolving Note and the Second Revolving Note (the "Replacement Revolving Note").

Upon the closing of the additional loan pursuant to the Second Amended Credit Agreement, we paid TCA an advisory fee of $100,000 which was paid through the issuance of 2,074,689 shares of our common stock. In the event TCA does not receive at least $100,000 in net proceeds from the sale of those advisory shares, we are obligated to issue TCA additional shares of our common stock in an amount sufficient, that when sold, provides net proceeds to TCA equal to the $100,000 advisory fee. We are using the net proceeds for an acquisition and general administrative expenses.

The foregoing descriptions of the Second Amended Credit Agreement and the Replacement Revolving Note are qualified in their entirety by reference to these agreements which are filed as Exhibits 10.1 and 10.2, respectively, to this Report.



Item 3.02 Unregistered Sales of Equity Securities

On October 23, 2013 we issued TCA 2,074,689 shares of our common stock valued at $100,000 under the terms of the Second Amended Credit Agreement. The shares were issued in a private transaction exempt from registration under the Securities Act of 1933 (the "Securities Act") in reliance on an exemption from registration provided by Section 4(2) of the Securities Act.



Item 9.01. Financial Statements and Exhibits.

Exhibit No.     Description

10.1            Second Amendment to Credit Agreement with TCA Global
                Credit Master Fund, LP, dated October 23, 2013

10.2            Replacement and Consolidated Revolving Note with TCA
                Global Credit Master Fund, LP, dated October 23, 2013


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