EXHIBIT 99.2
XXXXXXX XXXXX
0000 XXXXX XXX XXX XXXXX
XXXXXXX, XX 00000
November 11, 0000
Xxxx xx Xxxxxxx Specialty Finance, Inc.
Bank of America, N.A.
000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Re: Amended and Restated Loan and Security Agreement dated March
8, 2001 (as amended, modified and supplemented, the "Senior
Loan Agreement") among Banc of America Specialty Finance, Inc.
("Specialty Finance"), Bank of America, N.A. ("Bank of
America" and collectively with Specialty Finance called the
"Senior Lender"), Holiday RV Superstores, Inc. ("Borrower")
and Borrower's subsidiaries named therein ("Subsidiaries")
Gentlemen:
This letter serves as the commitment and agreement by the undersigned
to purchase or cause one or more of his affiliates to purchase the outstanding
indebtedness of Borrower to the Senior Lenders under the Senior Loan Agreement
on or before December 12, 2002 for the then outstanding principal amount of the
indebtedness owed by Borrower and Subsidiaries to Senior Lender under the Senior
Loan Agreement, plus all accrued and unpaid interest thereon, plus other fees
then due by Borrower or Subsidiaries to Senior Lender in connection therewith,
plus the Senior Lender's reasonable attorneys fees and costs incurred in
connection therewith (collectively the "Senior Debt") for a purchase price (the
"Purchase Price") equal to the amount of the Senior Debt; provided that the
Senior Lender has not since the date hereof (i) declared an "Event of Default"
as defined in the Senior Loan Agreement, (ii) except for the liquidation of the
Pledged CD as contemplated by the Fourth Amendment to the Senior Loan Agreement,
taken action to foreclose, offset against any amount or otherwise exercise any
remedies against the Borrowers, Guarantors or the Collateral (as such terms are
defined in the Senior Loan Agreement), and (iii) instituted any bankruptcy,
insolvency or similar proceeding against the Borrowers or Guarantors.
The Purchase Price will be paid in immediately available United States
Dollars contemporaneous with the transfer and assignment by Senior Lender to the
undersigned or his designee of Senior Debt, the Senior Loan Agreement and the
Senior Lender's interest in the Collateral described in the Senior Loan
Agreement and the Senior Lender's interest in the other Senior Loan Documents;
provided, however, the undersigned acknowledges the Collateral no longer
includes the Pledged CD, Tampa Property, or Las Cruces Property and that the
specific items of the Collateral have changed since March 15, 2002 and will
change hereafter.
THE FOREGOING ASSIGNMENT WILL BE WITHOUT RECOURSE AND WITHOUT ANY
WARRANTIES OTHER THAN TITLE. Senior Lender's agreement to assign as provided
herein is subject to the execution and delivery by the Borrowers and Guarantors
of acceptable acknowledgements and releases in favor of Senior Lender with
respect to the Senior Debt or otherwise.
As an inducement for the undersigned to enter into this letter
agreement, Senior Lender represents and warrants to the undersigned that, to the
best of its knowledge, the Senior Loan Agreement and all material loan documents
related (collectively the "Senior Loan Documents") are listed in SCHEDULE A to
this letter (not including, however, all financing statements which may be filed
or recorded) or are described in said Amended and Restated Loan and Security
Agreement dated March 8, 2001 ("Restated Agreement"), First Amendment to the
Restated Agreement, Second Amendment to the Restated Agreement, Third Amendment
to the Restated Agreement, and Fourth Amendment to the Restated Agreement.
Within five (5) business days of execution of this letter, Senior
Lender shall ship to the undersigned or his counsel copies of the documents
listed in Schedule A and any repurchase agreements pertaining to Holiday RV or
the Subsidiaries which are in its possession or control. The undersigned
acknowledges that he is not acquiring from the Senior Lender any rights in
repurchase agreements to the extent they are not assignable or the manufacturer
has the right to object to such assignment or if any such assignment would
result in the Senior Lender incurring any obligations after such assignment.
The undersigned agrees that he will complete his independent review and
analysis of the Senior Debt and Senior Loan Documents prior to December 12,
2002. He further agrees that any assignment document pertaining to his
acquisition shall contain the acknowledgment that he and/or his authorized
agents and attorneys have reviewed the Senior Loan Documents and other matters
pertaining to the Senior Debt which the undersigned considers material to his
decision to acquire the same.
To the extent the undersigned or his agents or counsel cannot obtain a
particular document from the public records or the Borrower and a written
request is made to Senior Lender on or before December 12, 2002, listing a
specific document, Senior Lender will promptly provide the undersigned a copy of
the requested document to the extent is has possession or control of the same.
Upon payment of the Purchase Price, Senior Lender will deliver to the
undersigned or his designated agent the originals of any of the Senior Loan
Documents that it has in its possession or control.
After December 12, 2002, Senior Lender agrees to reasonably cooperate
with the undersigned with respect to providing information and additional
non-privileged documents within its possession or control that are necessary for
the undersigned to enforce its acquired rights and remedies in the Senior Loan
Documents. The undersigned agrees to pay for the reasonable out of pocket
expenses incurred by Senior Lender in connection therewith.
Until (a) December 13, 2002 at 5:00 p.m. (eastern time) unless the
undersigned acquires the same as provided herein or (b) an Event o f Default
occurs thereunder, Senior Lender and agrees not to modify, amend or supplement
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the Senior Loan Documents after the date hereof such that it would adversely and
materially affect the rights of the Senior Lender, without the prior written
consent of the undersigned; provided, however, Senior Lender shall be permitted
to act at all times to protect its rights and remedies under the Senior Loan
Documents, including any action required in any insolvency proceedings.
If the foregoing correctly states our agreement and understanding,
please countersign this letter in the space below and thereby confirm the
representations, warranties and agreements of the Senior Lender as set forth in
the immediately preceding paragraph.
Sincerely,
Xxxxxxx Xxxxx
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Confirmed and Agreed:
BANC OF AMERICA SPECIALTY FINANCE, INC.
By /s/ Xxxx X. Xxxxx
---------------------------------
Its Sr. Vice President
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BANK OF AMERICA, N.A.
By /s/ Xxxx X. Xxxxx
---------------------------------
Its Sr. Vice President
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