Exhibit 99.2
GE CAPITAL
Xxxxxx X. Xxxxxxxxxxxx Auto Financial Services
000 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000, Fx. 000-0000-0000
February 1, 1998
By Facsimile and Federal Express
Xx. Xxxxxx Xxxxx
The Finance Company
0000 Xxxxxxxxx Xxxx, Xxxxx 000X
Xxxxxxx, XX 00000
Re: Amended and Restated Motor Vehicle Installment Contract Loan and
Security Agreement (the "LSA") dated December 20, 1996 by and between
The Finance Company and General Electric Capital Corporation; Amendment
No. 1 dated April 4, 1997 to the LSA (the "Amendment"); and all other
documents executed in connection with the foregoing (collectively with
the foregoing, the "Loan Documents"). All terms not otherwise defined
shall have the meaning set forth in the LSA.
Dear Xx. Xxxxx:
This letter evidences the agreement of General Electric Capital
Corporation ("Lender"), The Finance Company, Inc. ("Borrower") and Recoveries,
Inc. ("Recoveries") as set forth herein.
On or about February 4, 1998, Borrower informed Lender that Borrower
had exceeded the Maximum Delinquency Measurement (the "Covenant") established in
the LSA, as amended, for the month of January, 1998. Such violation of the
Covenant would constitute a default under the LSA absent the agreement of Lender
to waive compliance with the Covenant. Borrower hereby acknowledges Lender's
right to declare a default due to Borrower's violation of the Covenant as well
as Lender's right to take any and all actions available to it upon a default.
Borrower has requested that Lender waive compliance with the Covenant
for the period January 1, 1998 through and including January 31, 1998 and has
further requested that Lender modify the Covenant as set forth in Amendment No.
2 to the LSA dated as of February 1, 1998 ("Amendment No. 2"). Lender as agreed
to such waiver and Covenant modification upon the terms and conditions as set
forth herein and in Amendment No. 2.
In consideration for the waiver and Covenant modification granted by
Lender, Borrower and Recoveries agree that Recoveries shall, on or before
February 20, 1998, provide Lender with a guaranty of the obligations of Borrower
to Lender (the "Guaranty") and a security interest in the assets of Recoveries
(the "Security Interest") to secure its guaranty obligations. The Guaranty and
Security Interest shall be in a form reasonably acceptable to both parties.
Recoveries is an affiliate of Borrower and acknowledges that it derives a direct
economic benefit from Lender's waiver and modification of the Covenant. Borrower
and Recoveries further acknowledge that Lender has agreed to the terms of
Amendment No. 2 in reliance on the agreements and acknowledgements of Borrower
and Recoveries herein.
Very truly yours,
General Electric Capital Corporation
Xxxxxx X. Xxxxxxxxxxxx
Counsel
ACKNOWLEDGED AND AGREED:
THE FINANCE COMPANY, INC. RECOVERIES, INC.
By:________________________________ By:__________________________________
Its: Its:
