First Amend. To Loan And Security Agreement

FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT


THIS FIRST AMENDMENT (this "Amendment") is entered into as of May 22, 1998, between COFFEE HOLDING CO, INC. ("Borrower"), and NATIONSCREDIT COMMERCIAL CORPORATION, through its NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender").


WHEREAS, Borrower has requested that certain Loan and Security Agreement dated as of November 21, 1997, between Borrower and Lender (as amended, the "Loan Agreement") be amended as provided herein;


WHEREAS, Lender is willing to consent to the foregoing subject to the terms and conditions set forth herein;


NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:


1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement.


2. Amendment. (a) A sentence is added to paragraph 5.13(a) to read, "In addition to the Collateral Reports described above, Borrower shall provide Lender with weekly inventory reports regarding its green coffee bean inventory, all in such form as required by Lender", (b) Section 1.(d)(I) of Schedule A of the Loan Agreement is hereby amended and restated in its entirety as follows:


(i) Overall sublimit on advances against Eligible Inventory. $1,000,000 or, if less, the aggregate advances against accounts at any time of determination.


3. Fee. In consideration of the above amendment, Borrower agrees to pay an additional fee in the amount of $1,500.00 which shall be charged to Borrower's Revolving Loans or the date of execution of this amendment.


4. Miscellaneous.


(a) Warranties and Absence of Defaults. In order to induce Lender to ent ...