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EXHIBIT 10.44
SECOND AMENDMENT TO LOAN AGREEMENT
This SECOND AMENDMENT TO LOAN AGREEMENT ("Second Amendment") made as of
this 30th day of September, 1996, by and between WABASH NATIONAL CORPORATION, a
Delaware corporation with its principal place of business at 0000 Xxxxxxxx
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx 00000 ("Borrower") and NBD BANK, N.A.
("Bank"), a national banking association with its principal banking offices at
Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000.
WHEREAS, the Borrower and the Bank entered into that certain Loan
Agreement dated April 28, 1995, as amended by that certain Amendment to Loan
Agreement dated November 9, 1995 (collectively, the "Agreement") pursuant to
which the Bank agreed to extend a Revolving Line of Credit to the Borrower
with a Loan Maturity Date of July 1, 1997; and
WHEREAS, the Borrower wishes to extend the Loan Maturity Date to
January 1, 1998 and also seeks to amend certain of the financial covenants
contained in the Agreement; and
WHEREAS, the Bank is willing to extend the Loan Maturity Date and to
make certain amendments to the financial covenants, on the terms and conditions
set forth herein:
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
Section 1. Definitions. The following definitions in the Agreement
are hereby amended or added to the Agreement to read in their entirety as
follows:
"Applicable Commitment Fee" means that percentage of the unused portion
of the Commitment to be paid to the Bank pursuant to Section 2.7 hereunder,
determined by reference to the ratio of the Borrower's Funded Debt to Total
Capitalization, in accordance with the following table:
Ratio Application Fee
----- ---------------
15% or less .10%
16% through 30% .125%
31% through 40% .15%
41% through 50% .175%
51% through 55% .225%
56% through 60% .275%
The Applicable Commitment Fee shall be determined and adjusted, if
appropriate, quarterly on the basis of the financial statements of the Borrower
for the fiscal quarter immediately preceding the date of determination of the
Applicable Commitment Fee.
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"Applicable Margin" means that percentage to be added to each of the CD
Rate, LIBOR Rate or Federal Funds Rate at which interest will accrue on the
Advances, determined by reference to the ratio of the Borrower's Funded Debt
to Total Capitalization, all in accordance with the following table:
LIBOR OR Federal Funds
Ratio CD Margin Margin
----- --------- ------
15% or less 25% .35%
16% through 30% .30% .40%
31% through 40% .40% .50%
41% through 50% .50% .60%
51% through 55% .625% .725%
56% through 60% .75% .85%
Each Applicable Margin shall be determined, and adjusted if
appropriate, quarterly on the basis of the financial statements of the Borrower
for the fiscal quarter of the Borrower immediately preceding the date of
determination furnished to the Bank pursuant to the requirements of Section
5.3, with prospective effect for the following fiscal quarter. Interest will
accrue and be payable in any fiscal quarter on the basis of the Applicable
Margin in effect during the preceding fiscal quarter until the Borrower's
financial statements for the preceding fiscal quarter are delivered to the
Bank. On the first interest payment date which follows delivery of such
financial statements in any fiscal quarter, an appropriate adjustment shall be
made for interest accrued and paid on prior interest payment dates in that
quarter, any overpayment being credited against the interest payment then due
from the Borrower to the Bank and any deficiency being payment then due and
payable by the Borrower to the Bank. In the event the Borrower fails to
provide the quarterly financial statements pursuant to the requirements of
Section 5.3, the Ratio of Funded Debt to Total Capitalization will be presumed
to be the highest ratio set forth in the above table.
"Closing Date" shall mean September 30, 1996.
Section 2. Amendments to Section 2 and Section 8.13 of the Agreement.
The following amendments are hereby made to Section 2 and Section 8.13 of the
Agreement:
A. Section 2.1(A) of the Agreement is amended to replace the
reference to July 1, 1997 to January 1, 1998.
B. Section 2.1(E) of the Agreement is hereby amended to change the
Loan Maturity Date to read "January 1, 1998."
C. Section 8.13 is hereby amended to replace the date "July 1,
1997" with "January 1, 1998."
Section 3. Amendment of Financial Covenants. Sections 5.2(L)(ii) and
(iii) of the Agreement are hereby amended to read in their entirety as follows:
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(ii) Funded Debt to Total Capitalization. The Borrower, on a consolidated
basis, will maintain a ratio of Funded Debt to Total Capitalization
not to exceed 60% at September 30, 1996 through March 30, 1997; and
not to exceed 55% at March 31, 1997 and at all times thereafter,
calculated on a quarterly basis.
(iii) Fixed Charge Coverage Ratio. The Borrower, on a consolidated basis,
will maintain a Fixed Charge Coverage Ratio of not less than 1.9 to
1.0 at September 30, 1996 through March 30, 1997, and at 2.0 to 1.0
at March 31, 1997 through June 29, 1997; and at 2.25 to 1.0 at June
30, 1997 through December 30, 1997; and at 2.5 to 1.0 at December 31,
1997 and at all times thereafter; calculated quarterly on a four
quarter trailing basis commencing from the most recent quarter end.
Section 4. Conditions Precedent. On or prior to the date of execution of
this Second Amendment, the Borrower shall deliver to the Bank the following
documents, the receipt and sufficiency of which are conditions precedent to the
Bank's obligation to increase the Revolving Line of Credit and to extend the
Loan Maturity Date:
(A) the executed replacement Revolving Line of Credit Promissory Note;
(B) a Secretary's Certificate and Borrowing Resolutions of the Executive
Committee of the Board of Directors of the Borrower;
(C) a Borrower's Counsel Opinion in form and substance acceptable to the
Bank and its counsel; and
(D) the most recent financial statements of the Borrower, together with a
Certificate of Compliance with Financial Covenants, in form and
substance acceptable to the Bank.
Section 5. Effect of Amendment. Except as specifically amended in this
Second Amendment, the Agreement shall continue in full force and effect as
therein stated and the Borrower certifies that all representations and
warranties contained therein are true and correct as if made as of the date
hereof.
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