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EXHIBIT 10.181
[TFC TEXTRON LOGO]
TEXTRON FINANCIAL CORPORATION Commerce Center
Subsidiary of Textron Inc. 000 Xxxx Xxxxx Xx. Xxxxx #000
X. Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
October 15, 1999
Steamboat Suites, Inc.
0000 Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
RE: AMENDMENT TO GENERAL LOAN AND SECURITY AGREEMENT
INVENTORY ADVANCE
Gentlemen:
Reference is made to that certain Inventory Loan in the original
principal amount of Five Million Dollars ($5,000,000.00) (the "Inventory Loan")
from Textron Financial Corporation (the "Lender") to Steamboat Suites, Inc. (the
"Borrower"), pursuant to that certain General Loan and Security Agreement dated
October 5, 1994, as amended on February 27, 1995, November 30, 1995 and November
29, 1996 (the "Loan Agreement"). Reference is further made to letter amendment
dated September 23,1996 wherein a one time Inventory Advance was extended to
Borrower and letter amendment dated December 10, 1997 wherein a second one-time
Inventory Advance was extended to Borrower.
Each capitalized term used herein, but not otherwise defined herein,
shall have the meaning ascribed to such term in the Loan Agreement. Each of the
documents executed and delivered in connection with the Loan is collectively
referred to herein as the "Loan Documents".
The Borrower has requested the Lender, and Lender has agreed, to amend
the Inventory Loan under the Loan Agreement as hereinafter provided in this
letter agreement. Accordingly, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:
1. Section 2.1(b) of the Loan Agreement, which presently provides
Borrower may not re-borrow previously paid Inventory Advances and
Section 1.1, Inventory
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Termination Date in which no Inventory Advance was to be made after
certain events including May 1, 1996 are hereby amended to provide that
a third "one-time" Inventory Advance in the principal amount of
$1,357,086 may be made by Lender to Borrower in accordance with the
other terms and conditions of the Loan Agreement, such Advance to occur
not later than October 20, 1999. Upon the issuance of such Advance, the
principal balance outstanding under the Inventory Loan shall be
$2,200,000. The Inventory Promissory Note, the Inventory Deed of Trust
and other documents shall continue to secure the Inventory Loan. In
addition, the undersigned hereby confirm and represent that the
Collateral pledged for the Loan has a Fair Market Value sufficient to
continue to secure and repay the Loan.
2. The "Inventory Maturity Date" as defined in the Loan Agreement
shall be amended to be December 31, 1999 or upon execution of a new
inventory loan as contemplated by a commitment letter dated October 12,
1999, whichever occurs sooner. All other terms of the Loan Agreement,
Inventory Deed of Trust and Inventory Promissory Note shall remain in
full force and effect.
3. Each of the other Loan Documents is hereby amended so that (i) all
references in such Loan Document to the "Agreement" shall mean the Loan
Agreement, as amended to date and (ii) all references in such Loan
document, to that Loan Document or to any of the other Loan Documents
shall mean the Loan Document or such other Loan Documents as amended to
date.
4. Borrower shall pay to Lender the reasonable fees, expenses and
disbursements of Lender preparing or reviewing this letter agreement or
otherwise representing Lender in connection with any matters relating
to the Loan Agreement or this letter agreement.
5. Borrower and the undersigned Guarantors hereby ratify and affirm in
all respects each and every representation, warranty, covenant,
condition, term and agreement set forth in the Loan Agreement, except
as the Loan Agreement has been expressly amended by this letter
agreement. Borrower hereby confirms that the Loan Agreement and each of
the other Loan Documents are in full force and effect as of the date
hereof. Each of the Guarantors hereby confirm that each respective
Guaranty Agreement and Subordination Agreement is in full force and
effect as of the date hereof.
6. The effective date of this letter agreement is October 15, 1999.
7. This letter agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed to be an original without the production of any other
counterpart and all of which taken together shall constitute but one
and the same instrument. This letter agreement shall also be effective
upon exchange and receipt of facsimile signatures on such counterparts.
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Kindly acknowledge your agreement with and acceptance of the terms and
conditions of this letter agreement by signing in the appropriate space below.
Very truly yours,
TEXTRON FINANCIAL CORPORATION
By:
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Its:
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EACH OF THE UNDERSIGNED HEREBY
AGREES WITH AND ACCEPTS THE
TERMS AND CONDITIONS OF THE
LETTER AGREEMENT DATED AS OF
OCTOBER 15, 1999
Witness: STEAMBOAT SUITES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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/s/ Xxxx Xxxxxx Its: Vice President
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GUARANTORS:
PREFERRED EQUITIES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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/s/ Xxxx Xxxxxx Its: Vice President & CAO
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MEGO FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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/s/ Xxxx Xxxxxx Its: Vice President & CAO
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