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Document Preview General Loan and Security Agreement |
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Title: |
General Loan and Security Agreement |
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Entities: |
Chase Manhattan Bank; Mego Financial Corp.; Textron Financial Corp. |
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Date: |
2001 |
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Size: |
Preview shows 9KB of 220KB total |
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Price: |
$84 |
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ID: |
#260498 |
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GENERAL LOAN AND SECURITY AGREEMENT
(Inventory Loan-III)
among
PREFERRED EQUITIES CORPORATION
And
BRIGANTINE PREFERRED PROPERTIES, INC.
and
TEXTRON FINANCIAL CORPORATION
Dated as of March 30, 2001
{PAGE}
SECTION 1. INTERPRETATION OF THIS AGREEMENT
1.1 Terms Defined
1.2 Directly or Indirectly
1.3 Headings
1.4 Accounting Principles
SECTION 2. ADVANCES AND NOTE
2.1 Inventory Advances; Inventory Loan
2.2 Issuance of Note; Rate of Interest; Receipt of Payments
2.4 Release Payments; Voluntary Prepayments of Inventory Loan
2.5 Participating Lender
SECTION 3. COLLATERAL
3.1 Security
3.2 Undertakings Regarding Collateral
3.3 Financing Statements
3.4 Location of Collateral; Books and Records
3.5 Insurance of Collateral
3.6 Condemnation
3.7 Taxes Affecting Collateral
3.8 Discharge of Liens Affecting Collateral
3.9 Use of Resort
3.10 Other Timeshare Covenants
3.11 Protection of Collateral; Assessments; Reimbursement
3.12 Interest on Lender Paid Expenses
3.13 Lender Responsibility
3.14 Release of Lien on Unsold Inventory Lot/Timeshare Intervals
SECTION 4. REPRESENTATIONS AND WARRANTIES
4.1 Subsidiaries and Capital Structure
4.2 Corporate Organization and Authority
4.3 Business and Property
4.4 Financial Statements
4.5 Full Disclosure
4.6 Pending Litigation
4.7 Title to Properties
4.8 Trademarks; Licenses and Permits
4.9 Transaction Is Legal and Authorized
4.10 No Defaults
4.11 Governmental Consent
4.12 Taxes
4.13 Use of Proceeds
4.14 Compliance with Law
4.15 Restrictions of Debtor
4.16 Brokers' Fees
4.17 Deferred Compensation Plans
4.18 Labor Relations
2
{PAGE}
4.19 Validity and Enforceability
4.20 Validity of Liens Granted to Lender
4.21 Timeshare Regimen Reports
4.22 The Timeshare Intervals
4.23 Pre-Sale of Timeshare Intervals
SECTION 5. CONDITIONS PRECEDENT TO ACQUISITION INVENTORY ADVANCE AND
EFFECTIVENESS OF THIS AGREEMENT
5.1 Opinions of Counsel
5.2 Warranties and Representations True as of Closing Date
5.3 Compliance with this Agreement
5.4 Officer's Certificates; Secretary's Certificates; Good-Standing
Certificates
5.5 Uniform Commercial Code Financing Statements
5.6 Assignment of Property-Related Contracts
5.7 Intentionally Deleted
5.8 Guaranty Agreement
5.9 Subordination of Indebtedness
5.10 Expenses
5.11 Inventory Note; Inventory Deed of Trust
5.12 Title Insurance; Casualty Insurance
5.13 Environmental Site Assessment Report
5.14 Taxes
5.15 Inspection
5.16 Survey
5.17 Engineering Report
5.18 Intentionally Deleted
5.19 Intentionally Deleted
5.20 First Lienholder Status; Quit-Claim Deed; Proxy Acknowledged
5.21 Proceedings Satisfactory
SECTION 6. Intentionally Deleted
SECTION 7. COVENANTS
7.1 Payment of Taxes and Claims
7.2 Maintenance of Properties; Corporate Existence; Stock Ownership;
Renovations; Supervisory Architect; Indebtedness; Liens; Business
7.3 Payment of Note and Maintenance of Office
7.4 Sale of Properties
7.5 Consolidation and Merger
7.6 Guaranties
7.7 Compliance with Environmental Laws
7.8 Transactions with Affiliates; Principal Properties
7.9 Use of the Lender Name
7.10 Subordinated Obligations
7.11 Notice of Legal Proceedings
7.12 Further Assurances
7.13 Financial Statements
7.14 Officers' Certificate
7.15 Inspection
3
{PAGE}
7.16 Minimum Tangible Net Worth
SECTION 8. EVENTS OF DEFAULT
8.1 Default
8.2 Default Remedies
SECTION 9. REVIVAL OF OBLIGATIONS AND LIENS
SECTION 10. MISCELLANEOUS
10.1 Governing Law
10.2 Expenses and Closing Fees
10.3 Parties, Successors and Assigns
10.4 Notices
10.5 Total Agreement
10.6 Survival
10.7 Litigation
10.8 Power of Attorney
10.9 Survival of Indemnities
10.10 Conflicting Obligations; Rights and Remedies
Schedule 1ai-iv - Property Description of Grand Flamingo Properties
Schedule 1b - Property Description of Reno
Schedule 1c - Property Description of Pahrump
Schedule 1d - Property Description of Brigantine
Schedule 1e - Property Description of Florida
Schedule 1f - Property Description of Hawaii
Schedule 2 - Property-Related Contracts
Schedule 3 - Affiliates and Capital Structure
Schedule 4 - Reserved
Schedule 5 - Reserved
Schedule 6 - Litigation
Schedule 7 - Title Exceptions
Schedule 8 - Reserved
Schedule 9 - Permitted Leases and Rentals of Units
Schedule 10 - Hazardous Substances
Schedule 11 - Use of Proceeds
Schedule 12 - Licenses, Permits, Etc. Not Obtained
Schedule 13 - Deferred Compensation Plans
Schedule 14 - Payment Instructions
Schedule 15 - Address of Debtor for Books and Records
Schedule 16 - Address of Debtor for Notices
Schedule 17 - Address of Lender for Notices
4
{PAGE}
Exhibit A1&2 - Form of Inventory Deed of Trust/Mortgage
(Nevada, New Jersey, Hawaii, Florida)
Exhibit B - Form of Inventory Note
Exhibit C - Form of Proxy
Exhibit D - Form of Request for Lien Release
Exhibit E - Form of Partial Release from
Inventory Deed of Trust/Mortgage
Exhibit F [Reserved]
Exhibit G [Reserved]
Exhibit H [Reserved]
Exhibit I - Form of Opinion of Jon Joseph, Esq.
Exhibit J - Form of Opinion of Greenburg Traurig
Exhibit K - Form of Officers Certificates of Debtor
Exhibit L - Form of Steamboat Suites, Inc. Secretary's
Certificate
Exhibit M - Form of Preferred Equities and Brigantine
Preferred
Secretary's Certificate.
Exhibit N - Form of Mego Financials Secretary's Certificate.
Exhibit O - Form of Guaranty Agreement
Exhibit P [Reserved]
5
{PAGE}
GENERAL LOAN AND SECURITY AGREEMENT
(INVENTORY LOAN-III)
THIS GENERAL LOAN AND SECURITY AGREEMENT (as amended from time to time,
this "Agreement"), made and executed as of the 30/th/ day of March, 2001, by and
among TEXTRON FINANCIAL CORPORATION, a Delaware corporation, as secured party
(herein referred to as the "Lender") and PREFERRED EQUITIES CORPORATION and
BRIGANTINE PREFERRED PROPERTIES, INC, both being Nevada corporations, jointly
and severally as debtor (herein collectively referred to as the "Debtor").
BACKGROUND:
Lender and Preferred Equities Corporation, and Lender and Preferred
Equities Corporation's subsidiary, Steamboat Suites, Inc. ("Steamboat"), are
parties to various loan and security agreements providing in the aggregate for
financing and financing commitments up to $23,800,000. Of the existing financing
and financing commitments, Lender agreed to provide up to $10,900,000 for the
acquisition and retention, until further resale, of real estate lots,
condominiums, deeded timeshare intervals and right to use timeshare intervals
which are held by Preferred Equities Corporation and Steamboat Suites, Inc. for
sale or resale to the general public. Certain of the real estate lots,
condominiums, deeded timeshare intervals and right to use timeshare intervals
owned by Preferred Equities Corporation and Steamboat Suites, Inc. are subjected
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