EX-10.33-1
EXHIBIT 10.33
EXECUTION COPY
AMENDMENT NO. 5
TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment No. 5 to Amended and Restated Loan and Security
Agreement (the "AMENDMENT"), made as of this 22nd day of January, 1996, by
and among GREAT DANE TRAILERS, INC., a Georgia corporation ("GDT"), with an
office at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000, GREAT DANE LOS
ANGELES, INC., a Georgia corporation, with an office at 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx 00000, GREAT DANE TRAILERS TENNESSEE, INC., a
Tennessee corporation, with an office at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxx 00000, BANKAMERICA BUSINESS CREDIT, INC., with an office at 00 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, NATIONSBANK OF GEORGIA, N.A., with an
office at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, and SANWA BUSINESS
CREDIT CORPORATION, with an office at 000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx,
Xxx Xxxxxx 00000-0000. Capitalized terms used herein shall have the meanings
set forth in the Loan Agreement (as hereinafter defined), unless the context
otherwise requires.
WHEREAS, the Borrowers, the Lenders and the Agent have entered into
the Amended and Restated Loan and Security Agreement dated as of February 14,
1995 (as amended, the "Loan Agreement"), pursuant to which the Lenders have
advanced or will advance monies and have made or will make other extensions
of credit to the Borrowers, subject to the terms and conditions contained
therein; and
WHEREAS, the Borrowers and the Lenders desire to amend the Loan
Agreement subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual premises and
covenants set forth in this Amendment, the parties hereto hereby agree as
follows:
Section 1. AMENDMENTS TO LOAN AGREEMENT.
(a) Subsection (b)(iv) of the definition of "Maximum Revolver
Amount" is hereby amended to read in its entirety as follows:
"(iv) all other reserves which the Agent reasonably establishes
(A) with respect to any failure (whether or not a cure or grace
period is provided herein) by the Borrowers to comply with the
terms, provisions, affirmative and negative covenants and other
agreements contained in this Agreement or any of the other Loan
Documents, (B) pursuant to SECTIONS 10.5 and 10.6 and (C) in the
event that the validation of any appraisal(s) requested by the
Agent or any Lender with respect to any Real Estate indicates that
the sum of (x) the aggregate fair market value of such Real Estate
plus $1,000,000 is less than (y) the aggregate fair market value of
such Real Estate as set forth in the initial appraisal with respect
thereto delivered to the Agent or any Lender; PROVIDED, HOWEVER,
that any reserves established pursuant to clause (C) of this
EX-10.33-2
subsection (a)(iv) shall be reduced from time to time by an amount equal
to any and all payments of principal of the Term Loans."
(b) Subsection (c) of the definition of "Term Loan Commitment"
contained in Section 1.1 of the Loan Agreement is hereby amended to read in
its entirety as follows:
"(c) with respect to the Term Loans to be made on the Terre Haute
Term Funding Date, the lesser of (i) (A) the difference of the
amount set forth beside such Lender's name under the heading Term
Loan Commitment on the signature pages of this Agreement or, after
an assignment pursuant to SECTION 14.3, shown for such Lender in
the Register MINUS (B) such Lender's Pro Rata Share of the original
principal amount of the Original Term Loans and Term Loans made at
the Initial Term Funding Date and such Lender's Pro Rata Share of
the Term Loans made or to be made on the Real Estate Term Funding
Date and (ii) such Lender's Pro Rata Share of $8,000,000."
Section 2. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. As
conditions precedent to the effectiveness of this Amendment, in addition to
any other conditions set forth in the Loan Agreement with respect to the
Terre Haute Term Funding Date, the Agent and each Lender shall have received
such documents, certificates, financial or other information or opinions as
the Agent or any Lender may request, each in form and substance satisfactory
to each of them.
Section 3. COUNTERPARTS. This Amendment may be executed in
several counterparts, each of which when executed and delivered shall be
deemed an original and all of which counterparts, taken together, shall
constitute but one and the same Amendment.
Section 4. RATIFICATION. Except as provided herein, all of the
other terms and conditions of the Loan Agreement are hereby ratified by the
parties hereto and shall remain in full force and effect. As amended hereby,
the Loan Agreement is ratified and confirmed in all respects.
IN WITNESS WHEREOF, authorized representatives of the parties
hereto have caused this Amendment to be executed as of the date first noted
above.
GREAT DANE TRAILERS, INC.
By: /s/ X. X. Xxxxx
-------------------------------------
Name: X. X. Xxxxx
Title: Senior Vice President, Finance
GREAT DANE LOS ANGELES, INC.
By: /s/ X. X. Xxxxx
-------------------------------------
Name: X. X. Xxxxx
Title: Senior Vice President, Finance
EX-10.33-3
GREAT DANE TRAILERS TENNESSEE,
INC.
By: /s/ X. X. Xxxxx
-------------------------------------
Name: X. X. Xxxxx
Title: Senior Vice President, Finance
BANKAMERICA BUSINESS CREDIT,
INC.
By: /s/ Xxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxxxxxx
Title: Vice President
NATIONSBANK OF GEORGIA, N.A.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
SANWA BUSINESS CREDIT
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
