AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND RELATED DOCUMENTS
Exhibit 99.2
AMENDMENT NO. 1
TO
LOAN AND SECURITY AGREEMENT AND RELATED DOCUMENTS
THIS AMENDMENT NO. 1 is made and entered into as of October 9, 2002 (the “Amendment”) to that certain loan and agreement dated March 12, 2002 (the “Agreement”) by and among HOLIDAY RV SUPERSTORES, INC., (“Holiday RV”), a Delaware corporation, (the “Borrower”), the subsidiaries of Borrower as identified and defined in Loan Agreement (as defined below), XXXX FINANCE CO, LLC, a Delaware limited liability company (the “XXXX”), and THE XXXXXXX XXXXX LIVING TRUST u.t.a. dated September 15, 1997 (the “Trust”),
WITNESSETH:
WHEREAS, Borrower and XXXX have entered into that certain loan and agreement dated March 12, 2002 (the “Loan Agreement”) pursuant to which XXXX has loaned Borrower $1,600,000 and the subsidiaries of Borrower identified and defined as Guarantors under the Loan Agreement have guarantied the obligations of Borrower under the Loan Agreement;
WHEREAS, Borrower has requested that the Trust loan Borrower additional amounts from time to time and the Trust will only consider lending Borrower additional amounts if the Trust is treated as the Lender under the Loan Agreement and the guaranties by the subsidiaries of Borrower identified and defined as Guarantors under the Loan Agreement also apply to such loans,
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Except as otherwise defined in this Amendment, all terms defined in the Loan Agreement are used herein as therein defined.
2. Definition of Lender. For the purposes of the Loan Agreement and the Guaranty Agreements and Guarantor Security Agreements by the Guarantors, the term “Lender” shall mean XXXX and the Trust individually or jointly. As a result of the amendment to the definition of Lender, all amounts previously or hereafter loaned or advanced to or for the benefit of the Borrower by either XXXX or the Trust shall have the benefits and protections, including security, of the Loan Agreement, the Guaranty Agreements by the Guarantors, the Guaranty Security Agreements and the Mortgages.
3. Acknowledgement of Loans and Terms of Loans by the Trust. Borrower acknowledges the receipt of the following loans from the Trust and the date of such loans:
| Amount of Loan | Date of Loan | |||
$500,000 |
September 13, 2002 | |||
$150,000 |
September 20, 2002 | |||
$475,000 |
September 30, 2002 | |||
$300,000 |
October 9, 2002 | |||
As stated in paragraph 2 above, all of the foregoing loans and any amounts hereafter loaned or advanced to or for the benefit of Borrower shall have the benefits and protections, including security, of the Loan Agreement, the Guaranty Agreements by the Guarantors, the Guaranty Security Agreements and the Mortgages. Unless otherwise agreed in a writing signed by the Trust and Borrower, all of the foregoing loans by the Trust to Borrower and any loans after the date hereof by the Trust to Borrower shall be due and payable upon the demand of the Trust and shall bear interest at the rate of interest applicable from time to time to the Promissory Note, which interest shall be payable on the first day of each month commencing November 1, 2002.
4. Continuing Full Force and Effect. As amended hereby, the Loan Agreement, the Guaranty Agreements by the Guarantors, the Guaranty Security Agreements and the Mortgages shall continue in full force and effect.
[Signatures begin on the next page. The balance of this page is
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IN WITNESS WHEREOF, this Loan and Security Agreement is executed as of the day and year first set forth above.
Borrower:
HOLIDAY RV SUPERSTORES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
XXXX:
XXXX FINANCE CO, LLC
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx, Vice President
The Trust:
THE XXXXXXX XXXXX LIVING TRUST
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Trustee
Guarantors:
HOLIDAY RV SUPERSTORES OF SOUTH CAROLINA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
HOLIDAY RV SUPERSTORES WEST, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
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HOLIDAY RV SUPERSTORES OF NEW MEXICO, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
COUNTY LINE SELECT CARS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
HOLIDAY RV RENTAL/LEASING, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
LITTLE VALLEY AUTO & RV SALES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
HALL ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
HOLIDAY RV ASSURANCE SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
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RECREATION USA INSURANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Chief Financial Officer
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