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EXHIBIT 10.1
FOURTH AMENDMENT
TO
REVOLVING LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT (this
"Amendment") dated as of May 31, 2001 between FIRSTAR BANK, N.A., a national
banking association and formerly known as Firstar Bank Milwaukee, N.A.
("Lender"), and FEATHERLITE, INC., a Minnesota Corporation ("Debtor"), is as
follows:
PRELIMINARY STATEMENTS
A. Lender and Debtor are parties to a Revolving Loan and Security
Agreement dated September 24, 1998, as amended by a letter
agreement dated February 8, 1999, by a letter agreement dated
January 5, 2000, and by a Third Amendment dated as of March
31, 2001 (as amended, the "Loan Agreement"). Capitalized terms
which are used, but not defined, in this Amendment will have
the meanings given to them in the Loan Agreement.
B. Debtor has requested Lender to extend the Special Advance
Termination Date from May 31, 2001 to June 30, 2001. Lender is
willing to so extend the Special Advance Termination Date, as
contemplated by the terms, and subject to the conditions, of
this Amendment.
STATEMENT OF AMENDMENT
In consideration of the mutual covenants and agreements set forth in
this Amendment, and for other good and valuable consideration, Lender and Debtor
hereby agree as follows:
1. Amendments to Loan Documents. Subject to the satisfaction of the conditions
of this Amendment, the Loan Agreement is hereby amended as follows: subsection
(h) of Section 12 is hereby amended to substitute "June 30, 2001 for May 31,
2001: where May 31, 2001 appears therein. Debtor acknowledges that Lender is not
making any commitment to provide any additional Special Advance Availability
beyond June 30, 2001.
2. Participant's Consent. As a condition of this Amendment, the Participant,
LaSalle Bank National Association, shall have consented to the terms and
conditions of this Amendment.
3. Security. This Amendment is in no way intended, nor may it be construed, to
impair, extinguish, or otherwise adversely affect the creation, attachment,
perfection or priority of the existing security interests in, and other liens
on, the collateral or other security (or any part thereof) granted to, or held
by, Lender, which existing security interests and other liens (i) Debtor
acknowledges, confirms and reaffirms to Lender and (ii) continue in full force
and effect. Debtor acknowledges and agrees that the security
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interests and liens granted to Lender in the Collateral or other security held
by Lender remain first and valid security interests and liens.
4. Other Documents. With the signing of this Amendment, Debtor will deliver to
Lender (i) evidence satisfactory to Lender that this Amendment and the
transaction contemplated hereby were duly authorized by the Board of Directors
of Debtor and (ii) such other documents, instruments, and agreements deemed
necessary or desirable by Lender to effect the amendments to Debtor's credit
facilities with lender contemplated by this amendment.
5. Representations. To induce Lender to accept this Amendment, Debtor hereby
represents and warrants to lender as follows:
5.1 Debtor has full power and authority to enter into, and to perform
it's obligations under, this Amendment, and the execution and delivery of, and
the performance of its obligations under and arising out of, this Amendment have
been duly authorized by all necessary corporate action.
5.2 This Amendment constitutes the legal, valid and binding obligations
of Debtor enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally.
5.3 Debtor's representations and warranties contained in the Loan
Agreement are complete and correct as of the date of this Amendment with the
same effect as though these representations and warranties had been made again
on and as of the date of this Amendment, subject to those changes as are not
prohibited by, or do not constitute events of default under, the Loan Agreement.
5.4 No event of default has occurred and is continuing under the Loan
Agreement.
6. Costs and Expenses. As a condition of this Amendment, Debtor will promptly on
demand pay or reimburse Lender for the costs and expenses incurred by lender in
connection with this Amendment, including, without limitation, attorneys' fees.
7. Release. Debtor hereby releases lender from any and all liabilities, damages
and claims arising from or in any way related to the Obligations or the Loan
documents, other than such liabilities, damages and claims which arise after the
execution of this Amendment. The foregoing release does not release or
discharge, or operate to waive performance by, Lender of its express agreements
and obligations stated in the Loan Documents on and after the date of this
Amendment.
8. Default. Any default by Debtor in the performance of Debtor's obligations
under this Amendment shall constitute an event of default under the loan
Agreement.
9. Continuing Effect of Loan Agreement. Except as expressly amended hereby, all
of the provisions of the Loan Agreement are ratified and confirmed and remain in
full force and effect.
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10. One Agreement; Reference; Fax Signature. The Loan Agreement, as amended by
this Amendment, will be construed as one agreement. All references in any of the
Loan Documents to the Loan Agreement will be deemed to be references to the Loan
Agreement as amended by this Amendment. This Amendment may be signed by
facsimile signatures, and if so signed, (i) may be relied on by each party as if
the document were a manually signed original and (ii) will be binding on each
party for all purposes.
11. Captions. The headings to the Sections of this Amendment have been inserted
for convenience of reference only and shall in no way modify or restrict any
provisions hereof or be used to construe any such provisions.
12. Counterparts. This Amendment may be executed in multiple counterparts, each
of which shall be an original but all of which together shall constitute one and
the same instrument.
13. Entire Agreement. This Amendment sets forth the entire agreement of the
parties with respect to the subject matter of this Amendment and supersedes all
previous understandings, written or oral, in respect of this Amendment.
14. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, Debtor has executed this Amendment to be effective as of
the date set forth in the opening paragraph of this Amendment.
FEATHERLITE, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: President
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Accepted at Milwaukee, Wisconsin,
as of May 31, 2001
FIRSTAR BANK, N.A.
By:
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Name:
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Title:
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