GREG MANNING AUCTIONS INC
EX 10.1 RESTATED SECOND AMENDMENT TO LOAN AGR
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>kl00859_ex10-1.txt
<DESCRIPTION>EX 10.1 RESTATED SECOND AMENDMENT TO LOAN AGR
<TEXT>
                                                                    Exhibit 10.1


                   RESTATED SECOND AMENDMENT TO LOAN AGREEMENT


      RESTATED SECOND AMENDMENT TO LOAN AGREEMENT ("Second Amendment") made as
of August 10, 2005 by and among GREG MANNING AUCTIONS, INC., a Delaware
corporation (the "Borrower"), GREG MANNING AUCTIONS REAL ESTATE, LLC, a Delaware
limited liability company (the "Mortgage Borrower") and PNC BANK, NATIONAL
ASSOCIATION ("Bank").

                              W I T N E S S E T H:

      WHEREAS, the Borrower, the Mortgage Borrower and the Bank are parties to a
certain Loan Agreement dated as of May 28, 2004, as amended by the First
Amendment thereto dated as of December 22, 2004 (as so amended, the
"Agreement");

      WHEREAS, the Borrower has requested the Bank's consent to the acquisition
by Spectrum PMI, Inc., a Delaware corporation, a newly-formed 80%
indirectly-owned Subsidiary of the Borrower, of all of the issued and
outstanding capital stock of A-Mark Precious Metals, Inc., a New York
corporation, notwithstanding the restrictions of the Agreement to the contrary;

      WHEREAS, the Bank is willing to consent to such transaction, subject to
the terms and conditions of this Second Amendment;

      WHEREAS, the Borrower has requested the Bank to renew and increase the
maximum principal amount of the Line of Credit, subject to the terms and
conditions of this Second Amendment;

      NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration, receipt of which is hereby
acknowledged, it is agreed as follows:

      1.    Definitions.

            (a)   Capitalized terms used in this Second Amendment without
      definition shall have the respective meanings assigned to such terms in
      the Agreement.

            (b)   New defined terms, are added to Section 1.1 as follows:

            "A-Mark" shall mean A-Mark Precious Metals, Inc., a New York
            corporation.

            "Spectrum PMI" shall mean Spectrum PMI, Inc., a Delaware
            corporation.

            (c)   Existing defined terms in Section 1.1 are amended and restated
      as follows:

<PAGE>

            "Borrowing Base Certificate" shall mean a certificate substantially
      in the form of Exhibit C to the Second Amendment.

            "Eligible Afinsa Accounts" shall mean each Account (exclusive of
      amounts due in respect of finance charges) of an Obligor in which Afinsa
      is the Customer, which the Bank, in its sole, but reasonable credit
      judgment, shall deem to be an Eligible Afinsa Account based on such
      considerations as the Bank may from time to time deem appropriate. An
      Afinsa Account shall not be deemed eligible unless such Account is subject
      to the Bank's first priority perfected security interest and no other
      Lien, and is evidenced by an invoice, bill of lading or other documentary
      evidence satisfactory to the Bank. In addition, no Afinsa Account shall be
      an Eligible Afinsa Account

            (A)   if Afinsa has declared a default under Section 12.1 or 12.2 of
      the agreement between Afinsa and the Borrower dated August 1, 2003;

            (B)   if it is unpaid thirty (30) or less days after the invoice
      date;

            (C)   if it is unpaid more than ninety (90) days after the invoice
      date;

            (D)   to the extent that the Account would be excluded under clauses
      (c), (d), (e), (g), (h), (j), (k), (l), (m), (n) or (o) of the definition
      of "Eligible Accounts."

            "Eligible Inventory" shall mean only that Inventory (excluding
      packaging and supplies) of the Obligors that is and at all times continues
      to be, acceptable to the Bank in all respects in its sole but reasonable
      discretion. Standards of eligibility may be fixed and revised by the Bank
      in the Bank's reasonable discretion. In general, the Bank will deem
      Inventory to be eligible if it:

            (A)   is owned solely by an Obligor, subject to a perfected Lien in
      favor of the Bank, and free from any other Lien with the exception of a
      Lien constituting a Permitted Encumbrance;

            (B)   can be sold in the ordinary course of business through normal
      business channels and does not constitute damaged items;

            (C)   has been adequately described on certificates or other
      disclosure statements given to the Bank;

            (D)   if any of the goods is represented or covered by documents of
      title, instruments or chattel paper, the Obligor is the owner, and has
      possession of, those documents, instruments or chattel paper, and none of
      such goods, documents of title, instruments or chattel paper has been
      transferred nor has any security interest been granted therein to any
      other Person; and

            (E)   is under the direct control of the Obligor at a location
      within the United States.

<PAGE>

            Any Inventory consisting of coins will not be Eligible Inventory
      while such coins are in the possession of "graders."

            "Expiration Date" shall mean August 31, 2007, or such later
      Expiration Date designated by the Bank by written notice from the Bank to
      the Borrower.

            "Guarantor" shall mean each of Spectrum Numismatics International,
      Inc., a California corporation ("Spectrum"), Spectrum Auction Services,
      LLC, a Delaware limited liability company, Teletrade, Inc., a Delaware
      corporation ("Teletrade") Spectrum Numismatic Auctions, Inc., a California
      corporation, Ivy & Mader Philatelic Auctions, Inc., a Texas corporation,
      Greg Manning Galleries, Inc., a New York corporation, Kensington
      Associates, LLC, a California limited liability company, North American
      Certified Trading, LLC, a California limited liability company, Kingswood
      Coin Auctions, LLC, a Delaware limited liability company, Superior Sports
      Auctions, LLC, a Delaware limited liability company, Bowers & Merena
      Auctions, LLC, a Delaware limited liability company, Greg Manning Nutmeg
      Auctions, Inc., a Delaware corporation, H.R. Harmer, Inc., a Delaware
      corporation and, as to the Obligations other than the Mortgage Loan, the
      Mortgage Borrower.

            "Line of Credit Term" shall mean the Closing Date through August 31,
      2007, or such later Expiration Date designated by the Bank by written
      notice from the Bank to the Borrower.

            "Permitted Encumbrances" shall mean the following encumbrances: (i)
      Liens for taxes or assessments or other governmental charges or levies,
      either not yet due and payable, or, if due and payable, to the extent
      payment thereof is being contested in good faith, by proper proceedings
      diligently pursued, if adequate reserves therefor have been established on
      the books of the an Obligor in conformity with GAAP; (ii) pledges or
      deposits securing obligations under worker's compensation, unemployment
      insurance, social security or public liability laws or similar
      legislation; (iii) pledges or deposits securing bids, tenders, contracts
      (other than for Indebtedness), statutory obligations, surety and appeal
      bonds or leases, or other obligations of like nature, to which an Obligor
      is a party as lessee made in the ordinary course of business; (iv)
      deposits securing public or statutory obligations of an Obligor; (v)
      workers', mechanics', suppliers', carriers', warehousemen's or other
      similar liens arising in the ordinary course of business and securing
      indebtedness aggregating not in excess of $100,000 at any time
      outstanding, not yet due and payable; (vi) deposits securing, or in lieu
      of, surety, appeal or customs bonds in proceedings to which an Obligor is
      a party; (vii) any attachment or judgment Lien, unless the judgment it
      secures shall not, within 30 days after the entry thereof, have been
      discharged or execution thereof stayed pending appeal, or shall not have
      been discharged within 30 days after the expiration of any such stay;
      (viii) Liens securing Indebtedness subject to a subordination agreement in
      form and substance reasonably satisfactory to the Bank and its counsel;
      (ix) Liens of a depository institution arising by virtue of statutory or
      common law relating to banker's Liens, rights of setoff or similar

<PAGE>

      rights and remedies as to deposit accounts or other funds maintained with
      such institution; (x) purchase money Liens upon or in any property (other
      than real property) of Borrower and Liens to secure Capital Lease
      Obligations and any related payment and performance obligations
      thereunder; (xi) Liens in favor of customs and revenue authorities arising
      from the importation of goods. ; (xii) zoning restrictions, easements,
      licenses, or other restrictions on the use of real property or other minor
      irregularities in title thereto, so long as the same do not materially
      impair the use, value, or marketability of such real property, leases or
      leasehold estates and (xiii) Liens in favor of the Bank.

      2. Amendment of Section 2.1. Section 2.1 of the Agreement is amended and
restated to provide as follows:

      1.1   (a) Revolving Advances. Subject to the terms and conditions set
            forth in this Agreement, the Bank will make Advances to the Borrower
            in aggregate amounts outstanding at any time not to exceed the
            lesser of (x) $12,500,000 (the "Commitment") less the aggregate
            amount of outstanding Letters of Credit or (y) an amount equal to
            the sum of:

            (i)   85%, of the value of the Eligible Accounts, plus

            (ii)  60% of the value of the Eligible Afinsa Accounts, to a maximum
                  of $3,000,000 plus

            (iii) 50% of the value of the Eligible Inventory to a maximum of
                  $6,250,000 plus

            (iv)  70% of the value of Eligible Consignor Advance Obligations,
                  provided, that (A) the limit for any single Consignor Advance
                  Obligation shall be $1,750,000 (after application of the 70%
                  Advance percentage) and (B) at no time shall the amount under
                  this clause (iv) exceed the lesser of $3,000,000, or 35% of
                  the aggregate value of the collectibles pledged to Obligors in
                  respect of the Eligible Consignor Advance Obligations, as
                  reasonably determined by management, minus

            (v)   such reserves as the Bank may reasonably deem proper and
                  necessary from time to time, including, without limitation, a
                  reserve for Inventory remaining unsold after 364 days.

            The amount derived from (x) the sum of Sections 2.1(a)(i),(ii),
      (iii) and (iv) minus (y) Section 2.1(a)(v) at any time and from time to
      time shall be referred to as the "Formula Amount". The Advances shall be
      evidenced by a promissory note (the "Line of Credit Note") substantially
      in the form attached hereto as Exhibit A.

             (b) Discretionary Rights. The Advance rates specified in Section
      2.1(a) above may be increased or decreased by the Bank at any time and
      from time to time in the exercise of its reasonable discretion. The
      Borrower

<PAGE>

      consents to any such increases or decreases and acknowledges that
      decreasing the Advance rates or increasing the reserves may limit or
      restrict Advances requested by the Borrower.

      3. Amendment of Section 2.4. Section 2.4 of the Agreement is amended and
restated as follows:

            1.4   Repayment of Advances.

                  (a) The Advances shall be due and payable in full on the last
      day of the Line of Credit Term subject to earlier prepayment as provided
      in this Agreement.

                  (b) The Borrower recognizes that the amounts evidenced by
      checks, notes, drafts or any other items of payment relating to and/or
      proceeds of Collateral may not be collectible by the Bank on the date
      received. In consideration of the Bank's agreement to conditionally credit
      the Borrower's operating account as of the Business Day on which the Bank
      receives those items of payment, the Borrower agrees that, in computing
      the charges under this Agreement, all items of payment shall be deemed
      applied by Bank on account of the Obligations with respect to the Line of
      Credit one (1) Business Day after the Business Day the Bank receives such
      payments via wire transfer or electronic depository check. The Bank is
      not, however, required to credit the Borrower's account for the amount of
      any item of payment which is unsatisfactory to the Bank and the Bank may
      charge the Borrower's account for the amount of any item of payment which
      is returned to the Bank unpaid.

      4.     Amendment of Section 6.1. Section 6.1 of the Agreement is amended
and restated to provide as follows:

             6.1 Reports and Notices. The Borrower covenants and agrees that
      from and after the Closing Date and until the payment of the Obligations
      in full, it shall deliver to the Bank:

                  (c) On or before the 20th day of each month, as at the close
      of the preceding month, (A) a Borrowing Base Certificate, (B) a report on
      Obligors' outstanding Accounts due from Afinsa, and (C) such additional
      back-up documentation reasonably requested by the Bank, including, without
      limitation, an accounts receivable aging report, a report on outstanding
      Consignor Advance Obligations together with copies of promissory notes and
      security agreements held by the Obligors in connection therewith, and
      inventory report (by product category and location), and all in such form
      as the Bank shall require and certified by the President or Chief
      Financial Officer of the Borrower;

                  (b) Within 60 days after the close of each of the first,
      second and third fiscal quarters, the unaudited consolidated balance sheet
      of the Borrower as at the close of such fiscal quarter and the related
      consolidated statement of income and cash flows for such quarter setting
      forth in comparative form in each

<PAGE>

      case the figures for such fiscal quarter of the previous year accompanied
      by a certification of the President or Chief Financial Officer of the
      Borrower that such financial statements are complete and correct and
      present fairly in accordance with GAAP (subject to normal year end
      adjustments and footnotes need not be included) the financial position and
      the results of operation and cash flows of the Borrower as of the end of
      such quarter and for the period then ended;

                  (c) Within 120 days after the close of each Fiscal Year, a
      copy of the annual financial statements of the Borrower, consisting of a
      consolidated balance sheet and consolidated statement of income and cash
      flows, for such fiscal year setting forth in comparative form in each case
      the figures for the previous fiscal year, which financial statements shall
      be prepared in accordance with GAAP, certified by the President or Chief
      Financial Officer of the Borrower and audited by Amper, Politzer & Mattia,
      P.C. or other firm of independent certified public accountants of
      recognized standing selected by the Borrower and acceptable to the Bank,
      accompanied by a report from such accountants to the effect that in
      connection with their review, nothing has come to their attention to cause
      them to believe that a Default or Event of Default had occurred;

                  (d) Within 60 days after the close of each of the first,
      second and third fiscal quarters and within 120 days after the close of
      each Fiscal Year, the management-prepared consolidating balance sheet of
      the Borrower and the Obligors and the related consolidating statement of
      income, and cash flows for such quarter setting forth in comparative form
      in each case the figures for such fiscal quarter of the previous year
      accompanied by a certification of the President or Chief Financial Officer
      of the Borrower that such financial statements are complete and correct
      and present fairly in accordance with GAAP (subject to normal year end
      adjustments and footnotes need not be included) the financial position and
      the results of operation and cash flows of the Borrower as of the end of
      such quarter and for the period then ended;

                  (e) Within 120 days after the close of each Fiscal Year, an
      unaudited consolidated balance sheet of A-Mark and the related unaudited
      consolidated statement of income, and cash flows for such Fiscal Year
      setting forth in comparative form in each case the figures for the
      previous year, provided, that, the Bank shall have the right, in its
      discretion, to request the Borrower to provide financial information with
      respect to A-Mark on a quarterly basis;

                  (f) Simultaneously with the delivery of each annual and
      quarterly financial statement referred to in paragraph (d), a completed
      certificate in form and substance acceptable to Bank, a copy of which is
      attached hereto as Exhibit D ("Compliance Certificate"), executed by the
      chief financial officer of the Borrower, and containing such additional
      information as Bank may request from time to time, (i) certifying that the
      financial statements being delivered with such Compliance Certificate are
      true, complete and correct, in all material respects, (ii) setting forth
      in reasonable detail the calculations required to establish whether the
      Borrower was in compliance with all financial covenants for the

<PAGE>

      fiscal period in question, (iii) stating whether any Event of Default or
      Default has occurred or is continuing since the date of the previously
      delivered Compliance Certificate and the details of same, and (iv)
      containing such other information as Bank may from time to time reasonably
      require to be included in the Compliance Certificate.

                  (g) By August 31 of each year, copies of the annual audited
      financial statements of Afinsa.

                  (h) Immediately after the Borrower becomes aware of the
      existence of (i) any Default or Event of Default, or any development or
      other information which would have a Material Adverse Effect, (ii) any
      material claim, action, proceeding or investigation filed or instituted
      against an Obligor, or any adverse determination in any material pending
      action, proceeding or investigation affecting it, (iii) any loss from
      casualty or theft in excess of $250,000 whether or not insured, affecting
      property of the Borrower or (iv) any representation or warranty in any
      Loan Document ceasing to be true, correct and complete in any material
      respect, or telephonic or telegraphic notice specifying the nature of such
      Default or Event of Default or development or information, including the
      anticipated effect thereof, which notice shall be promptly confirmed by
      the Borrower in writing within five (5) Business Days;

                  (i) Promptly after the same are received by the Borrower,
      management letters provided to the Borrower by its independent certified
      public accountants;

                  (j) An annual collateral audit, at the Borrower's expense;

                  (k) Within thirty days following the Closing Date, and
      annually thereafter, a "privity letter" from Borrower's certified public
      accountants stating that the Bank may rely on the Borrower's audited
      annual financial statements; and

                  (l) Such other information respecting the Obligors' business
      or financial condition, including, without limitation, copies of federal
      tax returns, as Bank may, from time to time, reasonably request.

      5.    Amendment of Section 8.6. Section 8.6 of the Agreement is amended
and restated to provide as follows:

            8.6 Indebtedness. Except as otherwise permitted by this Section 8.6,
      no Obligor shall create, incur, assume or permit to exist any
      Indebtedness, whether recourse or nonrecourse, and whether superior or
      junior, resulting from borrowings, loans, advances, the granting of
      credit, whether secured or unsecured, except (i) Indebtedness secured by
      Permitted Encumbrances, (ii) Indebtedness of the Borrower and the Mortgage
      Borrower to the Bank arising under or as a consequence of this Agreement
      or the other Loan Documents, (iii) Indebtedness of the Borrower in the
      maximum principal amount of $2,500,000 in favor of

<PAGE>

      Banco Santander Central Hispano, S.A., acting through its New York branch,
      (iv) (A) Indebtedness of the Borrower to its wholly-owned Subsidiary GMAI
      Auctentia Central de Compras, S.L. ("CDC") in the principal amount of
      $1,710,000 incurred in connection with the acquisition of A-Mark (the
      "A-Mark Debt"), and (B) additional Indebtedness of the Borrower to CDC or
      other wholly-owned non-Obligor Subsidiary, in the maximum aggregate
      principal amount of $5,000,000 (provided that no payments may be made by
      the Borrower in respect of any such Indebtedness at any time while there
      are outstanding Advances in respect of the Line of Credit, an Event of
      Default has occurred and is continuing or an Event of Default would result
      from the payment and, provided further, that any permitted payments shall
      be applied first against the A-Mark Debt and shall not be available for
      re-borrowing); (v) trade debt incurred in the ordinary course of business,
      (vi) Indebtedness of the Borrower to its wholly-owned Subsidiary GMAI
      Auctentia Central de Compras, S.L. in the principal amount of $8,200,000
      incurred in connection with the acquisition of A-Mark (provided that no
      payments may be made by the Borrower in respect of such Indebtedness at
      any time while there are outstanding Advances in respect of the Line of
      Credit), and (vii) all unfunded pension fund and other employee benefit
      plan obligations and liabilities but only to the extent that they are
      permitted to remain unfunded under applicable law. No Obligor shall incur,
      assume or permit to exist liabilities under operating leases which have
      aggregate outstanding obligations in excess of $500,000 at any time
      (exclusive of obligations to landlords of leased premises).

      6.    Amendment of Section 8.8. Section 8.8 of the Agreement is amended
and restated to provide as follows:

            8.8 Investments. Except as disclosed in Schedule 8.8 (as amended by
      the Second Amendment to this Agreement), no Obligor shall purchase or
      acquire any partnership, joint venture or other interest in obligations,
      stocks or securities of, or make any capital contribution, loan or advance
      to, any other Person (including, without limitation, any Subsidiary of the
      Borrower), or make any other investments, except that the Borrower may
      made advances to the Guarantors as long as they continue as guarantors of
      the Obligations.

      7.    Amendment of Section 10.1. Clause (g) of Section 10.1 of the
Agreement is amended and restated as follows:

            (g) (1) default shall be made, beyond any applicable grace period,
      with respect to other Indebtedness of an Obligor (excluding obligations to
      trade creditors being contested in good faith) or (2) a payment default
      shall occur and continue, beyond any applicable grace period, or A-Mark
      shall be in default of a financial covenant, with respect to Indebtedness
      of A-Mark in an amount greater than $500,000, if the effect of any such
      default shall be to accelerate, or to permit (with the giving of notice or
      the passage of time or both) the holder or obligee of any Indebtedness (or
      any trustee on behalf of such holder or obligee) at its option to
      accelerate the maturity of such Indebtedness; or any amount of principal
      or interest in respect of such Indebtedness shall not be paid as and when
      due (after

<PAGE>

      giving effect to any period of grace specified for such payment in the
      instrument evidencing or governing the same); provided that such a default
      or failure to pay shall not be an Event of Default hereunder for a period
      of thirty days after such default or failure to pay, if the Obligor or
      A-Mark disputes in good faith the validity of such default or payment,
      unless the holder or obligee of any Indebtedness (or any trustee on behalf
      of such holder or obligee) commences an action to collect such
      Indebtedness;

      8.    Representations and Warranties. The Borrower represents and warrants
as follows:

      (i)   As of this date, after giving effect to (A) the formation of
Spectrum PMI and the closing of the acquisition by PMI of A-Mark, (B) the
closing of the credit transaction on this date among A-Mark, Brown Brothers
Harriman and Co. and the other lenders party thereto and (C) the consent of the
Bank in paragraph 7 below, no Event of Default has occurred and is continuing
and no uncured Default exists. Without limiting the foregoing, no Obligor is or
will be liable for any obligation or liability of Spectrum PMI or A-Mark and no
creditor of either Spectrum PMI or A-Mark has or will have the benefit of any
Lien in any assets of the Obligors.

      (ii)  Since June 30, 2004 there has been no material adverse change in the
financial condition, operations, business or prospects of the Borrower taken as
a whole.

      (iii) Each of the Borrower and the Mortgage Borrower has the power and
authority to enter into this Second Amendment and the execution hereof has been
duly authorized by all requisite corporate or limited liability company action.

      (iv)  Spectrum PMI was formed solely for the purpose of acquiring and
holding the capital stock of A-Mark. The outstanding capital stock of Spectrum
PMI is owned 80% by Spectrum Numismatics International, Inc. ("Spectrum") and
20% by Afinsa. Spectrum PMI has no outstanding Indebtedness and will have no
outstanding Indebtedness after giving effect to the acquisition of A-Mark.

      (v)   The Borrower has provided to the Bank true and complete copies of
the agreement pursuant to which Spectrum PMI has acquired the capital stock of
A-Mark.

      9.    Consent. Notwithstanding any provision in the Agreement to the
contrary, the Bank confirms its prior consent (by the Second Amendment dated as
of July 15, 2005, superceded by this Restated Second Amendment) to Spectrum's
formation of Spectrum PMI and Spectrum's acquisition, through Spectrum PMI, of
an 80% interest in A-Mark. The within consent does not constitute a waiver of a
Default or Event of Default pertaining to any other subject matter, that has not
been disclosed to the Bank or which may arise after the date hereof.

      10.   Conditions Precedent. The Bank shall have no obligation to increase
the Commitment and extend the Expiration Date of the Line of Credit Term unless:

<PAGE>

            (a)   All proceedings taken in connection with the execution of this
Second Amendment and the execution and delivery of all other Loan Documents
relating thereto shall be satisfactory to the Bank and its counsel.

            (b)   The Borrower shall have paid the Bank an amendment fee of
$10,000.

            (c)   The Borrower shall have received all of the following:

                  (i)   a Restated Committed Line of Credit Note in the form of
Exhibit A hereto;

                  (ii)  an Amended and Restated Security Agreement of Spectrum
and Teletrade;

                  (iii) an Affirmation of Guaranty from the Guarantors;

                  (iv)  a Joinder to Guaranty and Security Agreement by H.R.
Harmer, Inc. ("HR Harmer");

                  (v)   a certificate of the Secretary of HR Harmer certifying
as to resolutions of the Board of Directors of the corporation duly adopted and
in full force and effect authorizing officers to execute and deliver the
applicable Loan Documents, and having attached to it as exhibits, the
certificate of incorporation and by-laws of the corporation;

                  (vi)  a certificate of the Secretary of the Borrower
certifying as to resolutions of the Board of Directors of the Borrower duly
adopted and in full force and effect authorizing (a) the consummation of the
transactions contemplated by this Second Amendment and (b) officers to execute
and deliver the applicable Loan Documents;

                  (vii) a certificate of the appropriate Governmental
Authorities dated the most recent practicable date, showing that each of the
Borrower and H.R. Harmer is organized and in good standing in its jurisdiction
of organization;

                  (viii) a UCC search, in scope satisfactory to the Bank,
disclosing no Liens on the assets of Spectrum and Teletrade, other than Liens in
favor of the Bank;

                  (ix)  a UCC search, in scope satisfactory to the Bank,
disclosing no Liens on the assets of H.R. Harmer;

                  (x)   amended UCC financing statements identifying Spectrum
and Teletrade as debtors designated for filing in their respective jurisdictions
of formation and having a description of Collateral consistent with the expanded
scope of the Collateral granted by those Obligors; and

<PAGE>

                  (xi)  a UCC financing statement identifying HR Harmer as
debtor designated for filing in its jurisdiction of formation.

      11. Counterparts. This Second Amendment may be executed in counterparts,
all of which taken together shall constitute one and the same agreement.

      12. Affirmation. Except as amended hereby, in all respects, the Agreement
is ratified and confirmed. This Restated Second Amendment supercedes the Second
Amendment dated as of July 15, 2005.


<PAGE>

      IN WITNESS WHEREOF, this Restated Second Amendment has been duly executed
as of the date first above written.


                                    GREG MANNING AUCTIONS, INC.


                                    By: /s/ Larry Crawford
                                       ----------------------------------------
                                       Name:  Larry Crawford
                                       Title: Executive Vice President

                                    GREG MANNING AUCTIONS REAL ESTATE, LLC

                                    By: GREG MANNING AUCTIONS, INC., SOLE MEMBER



                                    By: /s/ Larry Crawford
                                       ----------------------------------------
                                       Name:  Larry Crawford
                                       Title: Executive Vice President

                                    PNC BANK, NATIONAL ASSOCIATION


                                    By: /s/ Deborah Brim
                                       ----------------------------------------
                                       Name:  Deborah Brim
                                       Title: Vice President

<PAGE>

                                    EXHIBIT C

                           BORROWING BASE CERTIFICATE
                           AS OF ____________________
                           GREG MANNING AUCTIONS, INC.

      This Borrowing Base Certificate is made pursuant to the Loan and Security
Agreement dated as of May 28, 2004, as amended (the "Loan Agreement") among Greg
Manning Auctions, Inc., a Delaware corporation (the "Borrower"), Greg Manning
Auctions Real Estate, LLC, a Delaware limited liability company and PNC Bank,
National Association (the "Bank").

      Capitalized terms used in this Certificate without definition shall have
the respective meanings assigned to such terms in the Loan Agreement.

      The Borrower hereby certifies, represents and warrants to the Bank, as of
the date hereof, that (a) the person signing below is the chief financial
officer or other authorized officer of the Borrower; (b) the statements below
concerning the Accounts and Inventory are true and complete; (c) the Borrower is
in compliance with all of the terms and provisions of the Loan Agreement and the
other Loan Documents; (d) all of the Borrower's representations and warranties
in the Loan Agreement and the other Loan Documents are true and correct in all
material respects; and (e) no Event of Default has occurred and is continuing.

1.    Collateral Availability

A.    Accounts Receivable

1.  Total A/R (exclusive of Afinsa)                               $_____________

      1A Less:  Over 90 days past invoice date                    $_____________
      1B Less:  Entire Account if 50% of the amount owed is
                greater than 90 days past invoice date            $_____________
      1C Less:  Uninsured foreign Accounts                        $_____________
      1D Less:  Amount of accounts payable owing to Account       $_____________
      debtors (whether or not accounts payable are yet due)       $_____________
      1E Less:  Inter-Obligor and affiliated Accounts             $_____________
      1F Less:  Accounts of individuals                           $_____________
      1G Less:  In the case of Accounts
                of a single Customer exceeding 20% of
                an Obligor's total Accounts, the portion
                in excess of 20%.                                 $_____________

<PAGE>

      1H Less:  All other Ineligible Accounts                     $_____________
2.  Ineligible A/R (1A to 1H)                                     $_____________
3.  Qualified A/R (L1 - L2)                                       $_____________
4.  Advance Percentage                                            $_____________
5.  A/R Borrowing Availability (L3 x L4)                          $    85%
                                                                   -------------

<PAGE>

B.  Afinsa Accounts

6.  Total Afinsa Accounts
      6A Less:  30 or less days from invoice date                  $____________
      6B Less:  Over 90 days past invoice date                     $____________
      6C Less:  Entire Account is 50% of the amount                $____________
                owed is greater than 90 days past invoice date

7.  Ineligible Afinsa Accounts (6A to 6C)                          $___________

8.  Qualified Afinsa Accounts (L6-L7)                              $____________

9.  Advance Percentage                                                  60%
                                                                   -------------

10. Borrowing Availability (L8 x L9) (not to exceed
    $3,000,000)                                                    $____________

C.  Consignor Advance Obligations

11. Total Consignor Advance Obligations                            $____________
      11A Less:  Over 150 days
      11B Less:  Entire Consignor Advance Obligations
                 if Customers'                                     $____________
                 Accounts are ineligible                           $____________
      11C Less:  All other ineligible                              $____________

12. Ineligible Consignor Advance Obligations (11A to 11C)          $____________

13. Qualified Consignor Advance Obligations (L11-L12)              $____________

14. Advance Percentage or Cap                                    70%/$3,000,000
                                                                 ---------------
15. Tentative Borrowing Availability (lesser of L13 x
    70% (less amount in excess of $1,750,000 for any
    single CAO or cap)                                             $____________

16. Aggregate value of pledged collections                         $____________

17. Advance Percentage or Cap                                    35%/$3,000,000
                                                                 ---------------
18. Alternate Borrowing Availability (L16 x 35% or cap)            $____________

D.  Inventory

19. Total Inventory                                                $____________

<PAGE>

      19A Less: Slow Moving Inventory turning > 364                $____________
                days and other reserves
      19B Less: All other ineligible inventory                     $____________

20. Ineligible Inventory (19A + 19B)                               $____________

21. Eligible Inventory (L19 - L20)                                 $____________

22. Advance Percentage or Cap (50% or $6,250,000)                50%/$6,250,000
                                                                 --------------

23. Inventory Borrowing Availability (lesser of L21 x
    50% or cap)                                                    $____________

24. Total Availability (Sum of L5 + (lesser of L15 or L18)         $____________


2.    Borrowing Availability

25. Maximum Line Amount                                            $12,500,000
                                                                   -----------

26. Total Availability (L24)                                       $____________

27. Maximum Borrowing Capacity (lesser of L25 and L26)             $____________

28. Outstanding Principal Balance - Direct Loans                   $____________

29. Outstanding documentary letters of credit                      $____________

30. Outstanding standby letters of credit                          $____________

31. Reserves                                                       $____________
      31A:                                                         $____________
      31B:                                                         $____________

32. Available to Borrow (L27 - L28 - L29 -  L30 - sum
    of all L31)                                                    $____________



Date:_____________________________        GREG MANNING AUCTIONS, INC.


                                          By:_________________________________
                                             Name:
                                             Title:

<PAGE>

                             Schedule 8.8 (Amended)

      1.    Hedging transactions from time to time.

      2.    As disclosed in Note 2 (Investments) to the Notes to Financial
            Statements included in the Borrower's report on Form 10-Q for the
            quarter ended March 31, 2004, filed with the SEC on May 6, 2004 and
            as otherwise amended, supplemented or modified from time to time.

      3.    Investments made in the ordinary course of business, including
            advances to consignors and purchases of collectibles.

      4.    Spectrum's formation of Spectrum PMI and Spectrum's acquisition,
            through Spectrum PMI of an interest in A-Mark

      5.    Investments in Cash Equivalent Investments.

For purposes of this Schedule 8.8, Cash Equivalent Investment" means, at any
time: (a) any evidence of indebtedness, maturing not more than one year after
such time, issues or guaranteed by the United States government; (b) commercial
paper and money market instruments, maturing not more than nine months from the
date of issue, which is issued by (i) a corporation (other than an affiliate of
any Obligor) organized under the laws of any state of the United States or of
the District of Columbia and rated at least A-1 by Standard & Poor's Corporation
or P-1 by Moody's Investors Service, Inc., or (ii) any Lender (or its holding
company); (c) any certificate of deposit or bankers acceptance, maturing not
more than one year after such time.




</TEXT>
</DOCUMENT>
