THIRD AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
This third Amendment to the Amended and Restated Credit and Security
Agreement ("Third Amendment") is dated effective January 1, 1998, and is by and
between the following identified parties: Featherlite Mfg., Inc., a corporation
duly organized and validly exising under the laws of the State of Minnesota,
with its principal place of business at Xxx. 00 & 0, Xxxxxx, Xxxx 00000
("Borrower"); Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, residents of Iowa,
and Xxxxx Xxxxxxx and Xxxxx Xxxxxxx, residents of Minnesota (the "Xxxxxxxx");
and FirstarBank Iowa, N.A., a national banking institution ("Bank").
RECITALS
A. Borrower, Xxxxxxxx and Bank entered into an Amended and Restated Credit
and Security Agreement dated as of December 30, 1996 ("Restated Agreement"),
which was amended by a First Amendment dated June 18, 1997, and a Second
Amendment dated July 31, 1997.
B. Borrower has requested that the Bank amend certain terms and conditions
in the Restated Agreement, and waive certain financial covenants
C. Bank is willing to grant the request subject to the terms of this Third
Amendment.
The parties agree:
1. Amended Negative Covenants.
(a) Section 9, Negative Covenants, subpart (b) (iv) is amended to allow up
to $10,000,000 in floor plan financing for the Vantare Division.
(b) Section 9, Negative Covenants, subpart (f ) is amended to add the
following at the end of the sentence, "provided, however, Borrower may invest up
$200,000 in Featherlite/GMR Sports Group, L.L.C."
2. Representations and Warranties. All the representations and warranties
of Borrower as set forth in the Restated Agreement are true and correct in all
material respects as of the date of this Third Amendment.
3. Acknowledgment of Receipt. By their execution of this Third Amendment,
the parties acknowledge receipt of a copy of this document.
4. Savings. All other terms and conditions of the Restated Agreement, not
specifically modified by this Third Amendment, shall remain in full force and
effect.
5. Representation. The Borrower represents that no Event of Default has
occurred and is continuing under the Restated Agreement, as amended, and no
event or circumstance has occurred and is continuing that, with the giving of
notice, the passage of time, or both, would constitute an Event of Default under
the Restated Agreement, as amended. Further, the Borrower represents that the
representations and warranties as contained in the Restated Agreement, as
amended, continue to be true.
6. Counterparts. This Third Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AMENDMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN AGREEMENT (EXCEPT THE RESTATED
AGREEMENT AS PREVIOUSLY AMENDED AND DOCUMENTS REFERRED TO IN THE RESTATED
AGREEMENT AS PREVIOUSLY AMENDED) MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE
TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
FEATHERLILTE MFG., INC.
BY: /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, President
BY: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Executive Vice President
FIRSTAR BANK IOWA, N.A.
BY: /s/ Xxxxx XxXxxxx
Xxxxx XxXxxxx, Vice President
