Exhibit 10.199
LIMITED GUARANTEE
LIMITED GUARANTEE dated as of June 1, 1999 by LITCHFIELD FINANCIAL CORPORATION, a
Massachusetts corporation (the "Guarantor"), in favor of UNION BANK OF CALIFORNIA, N.A., a
California banking corporation with an address at 445 South Figueroa Street, 15th Floor, Los Angeles,
California 90071("Union Bank"), as a Noteholder under the Indenture hereinafter referred to.
WHEREAS, Litchfield Hypothecation Corp.1997-B, a Delaware corporation (the "Issuer") and a wholly-owned
subsidiary of the Guarantor, and The Chase Manhattan Bank, as trustee (the "Trustee")are parties to an Indenture
of Trust, as amended, (the "Indenture") (capitalized terms used but not defined herein shall have the meanings
attributed thereto in the Indenture or in Appendix A thereto), dated as of August 1, 1997 providing for the
issuance by the Issuer from time to time of its Hypothecation Loan Collateralized Notes (collectively, the
"Notes");
WHEREAS, the Issuer and the Trustee have executed and delivered Amendment No. 2 to the Indenture, dated
as of June 1, 1999 ("Amendment No. 2 to the Indenture") providing for the issuance by the Issuer of Series A
Notes in an initial aggregate principal amount of $1,776,419.96 (the "Additional Series A Notes") and to
authorize the Trustee to authenticate and deliver the Additional Series A Notes to Union Bank; and
WHEREAS, pursuant to the Indenture, the Issuer has issued the Additional Series A Notes which Additional
Series A Notes the Issuer has sold to Union Bank pursuant to a Note Purchase Agreement dated as of June 28,
1999 (the "Note Purchase Agreement"); and
WHEREAS, pursuant to the Indenture, the Issuer has issued and the Guarantor has purchased certain Series C
Notes in the original principal amount of $3,123,580.04 (the "Series C Notes")which Series C Notes the
Guarantor has sold to Union Bank pursuant to the Note Purchase Agreement; and
WHEREAS, it is a condition to the purchase by Union Bank of the Additional Series A Notes and the Series