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EXHIBIT 10.143
[TEXTRON LETTERHEAD]
December 10, 1997
Steamboat Suites, Inc.
0000 Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Re: Amendment to General Loan and Security Agreement
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.
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 Xxxxxx 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 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 second "one-time"
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Inventory Advance in the principal amount of $1,000,000.00 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
December 31, 1997. Upon the issuance of such Advance, the principal
balance outstanding under the Inventory Loan shall be $1,850,513.82.
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 September 1, 1999. 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 December 10, 1997.
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.
Kindly acknowledge your agreement with and acceptance of the terms and
conditions of this letter agreement by signing in the appropriate space below.
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Very truly yours,
TEXTRON FINANCIAL CORPORATION
By: __________________________________
Its: __________________________________
EACH OF THE UNDERSIGNED XXXXXX
AGREES WITH AND ACCEPTS THE
TERMS AND CONDITIONS OF THE
LETTER AGREEMENT DATED AS OF
DECEMBER 10, 1997
Witness: STEAMBOAT SUITES, INC.
_________________________________ By: __________________________________
Its: _________________________________
GUARANTORS:
PREFERRED EQUITIES CORPORATION
_________________________________ By: __________________________________
Its: _________________________________
MEGO FINANCIAL CORP.
_________________________________ By: __________________________________
Its: _________________________________
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