April 16, 0000
Xxxx xx Xxxxxxx XX&XX
000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxx
Re: Supplement to Debtor in Possession Loan
Agreement
Ladies and Gentlemen:
The undersigned, Fruehauf Trailer Corporation,
as debtor and debtor in possession ("FTC"), refers to
the Debtor in Possession Loan Agreement dated as of
April 16, 1997 (the "Loan Agreement") among FTC, the
other Borrowers party thereto (collectively with FTC,
the ("Borrowers"), and Bank of America NT&SA ("Bank").
Capitalized terms used in this letter without definition
shall have the respective meanings assigned thereto in
the Loan Agreement.
Borrowers and Lender hereby agree as follows:
1. Borrowers will deliver to Bank, on or
before April 22, 1997, a revised monthly projected
forecast of receipts and disbursements for Borrowers for
the period from the end of the last calendar month prior
to the Closing Date through December 31, 1997 that
incorporates the revised assumptions of the officers of
FTC as of the Closing Date. If Bank determines, in its
reasonable judgment, that such replacement forecast is
acceptable to Bank, such replacement forecast shall
become the Forecast for all purposes under the Loan
Agreement. If Bank determines, in its reasonable
judgment, that such forecast is not reasonably
acceptable to Bank, the failure to deliver a replacement
forecast reasonably acceptable to Bank shall constitute
an Event of Default.
2. Borrowers agree that if, in response to
the claims asserted on April 14, 1997 by the United
Paperworkers International Union on behalf of certain
former employees and similar, future claims, if any,
asserted on behalf of other former employees, Borrowers
pay, from and after the Closing Date, benefits and other
amounts in excess of $500,000 with respect to such
claims, such payment shall constitute an Event of
Default.
3. Bank hereby acknowledges that (i) FTC
owes certain prepetition tax obligations to the State of
Delaware, and (ii) as a result of the nonpayment of such
obligations, the Secretary of State for the State of
Delaware will confirm that FTC is validly existing, but
will not confirm that FTC is in good standing.
Bank hereby confirms that maintenance by FTC of its
validly existing status in Delaware shall satisfy all
representations, warranties, and covenants in the Loan
Agreement with respect to the good standing of FTC.
If you are in agreement with the foregoing,
please execute this letter in the space provided below,
whereupon this letter shall become a binding agreement
and modification of the Loan Agreement.
Very truly yours,
FREUHAUF TRAILER CORPORATION,
on behalf of itself and the
other Borrowers
By: /s/ Xxxxxx Xxxxxx
-------------------
Name: Xxxxxx Xxxxxx
Title: President
ACCEPTED AND AGREED
this 16th day of April, 0000
XXXX XX XXXXXXX XX&XX
By: /s/ Xxxxx Xxxxxx
-----------------
Name: Xxxxx Xxxxxx
Title: Vice President
