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EXHIBIT 10.2
CONSENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENTS
This CONSENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENTS
("Amendment") is made and entered into as of the 31st day of October, 1997, by
and among NATIONAL AMERICAN CORPORATION, a Nevada corporation, with its chief
executive office located at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
("NACO"), FOXWOOD CORPORATION, a South Carolina corporation, with its chief
executive office located at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
("Foxwood"), and FOOTHILL CAPITAL CORPORATION, a California corporation, with a
place of business located at 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000-0000 ("Foothill"), and is made with reference to the
following facts:
W I T N E S S E T H:
WHEREAS, on or about July 10, 1996, Foothill and, inter alia, NACO and
Foxwood entered into that certain Loan and Security Agreement ("Loan
Agreement") which provided for borrowings from time to time and pledges of
various security interests to secure the repayments of such borrowings, all on
the terms and conditions set forth therein; and
WHEREAS, in accordance with the terms of the Loan Agreement, on or
about July 10, 1996 NACO and Foothill entered into that certain Pledge and
Security Agreement ("NACO Pledge Agreement"), whereby, among other things,
Borrower pledged the stock of various subsidiaries to Foothill, all as more
fully set forth on Exhibit "A" attached thereto; and
WHEREAS, one of the subsidiaries whose stock was pledged by Borrower,
Foxwood, similarly executed a Pledge and Security Agreement dated as of July
10, 1996 ("Foxwood Pledge Agreement") whereby Foxwood pledged all of its
interest in certain of its subsidiaries, including inter alia, the stock of
Carolina Landing Corporation ("Carolina"); and
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WHEREAS, NACO desires to acquire the stock of Carolina from Foxwood,
and repledge it to Foothill, to which Foothill has consented, on the terms and
conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Exhibit "A" to the NACO Pledge Agreement is deleted in its
entirety, and Exhibit "A" attached hereto and incorporated by reference hereby
is substituted in its place and stead.
2. Exhibit "A" to the Foxwood Pledge Agreement is amended by
deleting therefrom the reference to Carolina Landing Corporation.
3. NACO and Foxwood each represents and warrants to Foothill that
as of the date of the execution of this agreement, stock certificate #2 in the
amount of 250 shares represents all of the outstanding shares of the stock of
Carolina Landing Corporation.
4. Foothill hereby consents to the sale by Foxwood to Borrower of
the stock of Carolina. Such consent does not constitute a waiver of
Foothill's right to refuse consent to any other proposed future corporate
restructurings, acquisitions, or dispositions.
5. Except as expressly modified herein, the Foxwood Pledge
Agreement, the NACO Pledge Agreement, and the Loan Agreement remain in full
force and effect and are reaffirmed by the parties hereto.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By
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Title:
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NATIONAL AMERICAN CORPORATION,
a Nevada corporation
By: s/Xxxxxx X. Xxxxxxx
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Title: Vice President
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FOXWOOD CORPORATION,
a South Carolina corporation
By: s/Xxxxxx X. Xxxxxxx
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Title: Vice President
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EXHIBIT A
Stock
Name of Company Stock Certificate No. No. of Shares
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1. Beech Mountain Lakes Corporation 1 10
2. Carolina Landing Corporation 2 250
3. Carriage Manor Corporation 1 3
4. Cherokee Landing Corporation 1 250
5. Chief Creek Corporation 3 500
6. Xxxxxxxx X. Xxxxxxxx & Co., Inc. 4 80
(now Xxxxx Resort Corporation)
7. Xxxxxxxx X. Xxxxxxxx & Co., Inc. 5 20
(now Xxxxx Resort Corporation)
8. Foxwood Corporation 1 250
9. GL Land Development Corporation 1 5
10. GL Land Development Corporation 2 245
11. LML Resort Corporation 1 1,000
12. Lake Royale Corporation 1 250
13. Lake Tansi Village, Inc. 1 10
14. Natchez Trace Wilderness Preserve Corporation 3 500
15. Quail Hollow Plantation Corporation 1 100
16. Quail Hollow Village, Inc. 1 10
17. Recreation Land Corporation 1 500
18. Recreation Properties, Inc. 1 100
19. The Villas of Hickory Hills, Inc. 4 500
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