Exhibit 10.33
January 5, 2000
Featherlite, Inc.
Xxx. 00 & 0
Xxxxxx, XX 00000
Attn: Xx. Xxxxxxx Xxxxx, CFO
Gentlemen:
Please refer to the Revolving Loan and Security Agreement by and between Firstar
Financial Services, a division of Firstar Bank Milwaukee, N.A. ("Firstar") and
Featherlite, Inc., dated September 24, 1998 ("Agreement") with amendments
thereto. This letter will serve to further amend the Agreement as follows.
Regarding Firstar's letter to you dated February 8, 1999, subsections which were
added to Section 2. DEFINITIONS shall be amended to correct the outline
numbering as follows; the content of said subsections remains unchanged:
(e) "Capital Expenditures"
(f) "Generally Accepted Accounting Principles"
(g) "Debt"
(h) "Debt To Tangible Net Worth Ratio"
(i) "Tangible Net Worth"
(j) "EBITDA"
(k) "Fixed Charge Coverage Ratio"
The first sentence of Section 3. COLLATERAL-OBLIGATION RATIO shall be amended to
read:
"Without Lender's prior written consent, Debtor shall not permit
advances (including accrued interest, expenses, fees and reserves)
against Qualified Accounts and Qualified Inventory at any time
outstanding to exceed the lesser of $25,000,000.00; or:
Featherlite, Inc.
January 5, 2000
Page 2
(a) up to 85% of the amount owing on Qualified Accounts (minus
payments on Qualified Accounts which are in the process of
collection by Lender); plus
(b) up to the lesser of $21,000,000.00 or those percentages of
Qualified Inventory at cost or wholesale market value,
whichever is lower, as reflected below:
Type of Qualified Featherlite
Inventory Manufacturing Division Vantare Division Vogue Division
Raw Materials 70% 70% 70%
Work-In-Process Sub- 70% 70% 70%
Assembly
Finished Goods 70% 0 0"
The first sentence of Section 7. OTHER LOAN PROVISIONS, subsection (a)
Participations, Participant Interest Rate shall be amended to read:
"(a) Participations, Participant Interest Rate. Debtor recognizes
that an integral part of the financing under this Agreement is
Lender's participation with LaSalle Business Credit, Inc.
("Participant"), and Debtor consents to such participation to
the extent of which shall not exceed 50% of the advances under
this Agreement or such dollar limit as Lender and Participant
may agree."
The third sentence of Section 7. OTHER LOAN PROVISIONS, subsection (a)
Participations, Participant Interest Rate shall be amended to read:
"The annual rate of interest charged to Debtor on any advances subject
to participation shall be .75% below the rate announced from time to
time by Lender as its "prime rate."
The following financial covenants in Section 12. ADDITIONAL TERMS, subsection
(d) Debt to Tangible Net Worth as follows:
"(d) Debt to Tangible Net Worth. Debtor shall maintain at all
times for the periods noted a ratio of Debt to Tangible Net
Worth (as defined in Section 2. DEFINITIONS) not greater
than 4.25 to 1 as of December 31, 1998; 4.0 to 1 for the six
month period ending June 30, 1999; 4.0 to 1 for the six month
period ending December 31, 1999; 4.0 to 1 for the six month
period ending June 30, 2000; and not greater than 3.5 to 1
for the six month periods ending December 31, 2000 and
thereafter, to be tested by Lender semi-annually, based on
Debtor's internally prepared financial statements and/or
Lender's or a certified public accounting firm's audit of
Debtor's financial records."
Featherlite, Inc.
January 5, 2000
Page 3
In all other respects, the Agreement shall remain unchanged and in full force
and effect.
The foregoing amendments are contingent upon the approval of the participant in
this loan: LaSalle National Bank.
If the above agrees with your understanding and approval, please indicate same
by signing the original of this letter and returning it to the undersigned.
(NOTE: If you return executed documents via facsimile, you must also return the
original executed documents. You agree Firstar may rely on facsimile signatures
for all purposes and without any liability to you.) If the preconditions (if
any) to this amendment are not satisfied or if this amendment letter is not
executed and returned to Firstar on or before January 17, 2000, then the
proposed amendments herein may be withdrawn by Firstar by written notice to you.
The amendments set forth herein and any accompanying documents will be deemed
effective and accepted in Milwaukee, Wisconsin, upon our receipt of the executed
documents.
Sincerely,
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Vice President
cag
Enclosure
cc: Xxxxx X. Xxxxx
Agreed to this 19 day of January, 2000.
FEATHERLITE, INC.
By: /s/ Xxxxxx Xxxxxxx
Name and Title: Xxxxxx Xxxxxxx, President
