FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
This First Amendment to the Amended and Restated Credit and Security
Agreement ("First Amendment") is dated as of June 18, 1997 and is by and between
the following identified parties:
Featherlite Mfg., Inc., a corporation duly organized and validly existing
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 (each a "Guarantor" and collectively the "Guarantors"); and
Firstar Bank Iowa, N.A., a national barking institution ("Bank").
RECITALS
A. Borrower, Guarantors and Bank entered into an Amended and Restated
Credit and Security Agreement dated as of December 30, 1996 ("Restated
Agreement").
B. Borrower has requested that the Bank extend an additional $5,000,000
term loan to Borrower, amend certain terms and conditions in the Restated
Agreement, and release the guarantees given by the Guarantors.
C. Bank is willing to grant the request subject to the terms of this First
Amendment.
The parties agree:
1. Change in Definitions. In Section 1, Definitions and Accounting, the
following definitions shall be added:
"Term Out Term Loan Promissory Note" shall have the meaning described
thereto in Section 6A.
"Term Loan" shall reference the term loans described in Section 6 and
Section 6A.
2. Guarantees. Section 4, Guarantors, is deleted in its entirety. All
guarantees of Guarantors are released in full.
3. Term Out Term Loan. A new Section 6A is inserted as follows:
6A. Term Out Term Loan and Payment Provisions.
(a) Subject to the terms and conditions of the Restated Agreement, as
amended, Bank shall lend to Borrower the principal sum of $5,000,000.
(b) Borrower shall execute and deliver to Bank the Term Out Term Loan
Promissory Note with this First Amendment.
(c) In accordance with the Term Out Term Loan Promissory Note, Borrower
shall pay to Bank principal and interest in 59 installments of $55,150 each,
beginning July 18, 1997, and on the same date of each consecutive months
thereafter plus a final payment equal to all unpaid principal and accrued
interest on June 18, 2002, the maturity date.
5. Conditions Precedent to Funding Term Out Term Loan. Borrower shall
satisfy each of the following conditions prior to the making of the Term Out
Term Loan:
(i) All the representations and warranties of Borrower as set forth in
Section 2 of the Restated Agreement shall be true and correct as of the date of
this First Amendment.
(ii) Borrower shall be in full compliance with the terms and conditions of
the Restated Agreement and no Event of Default shall have occurred and be
continuing.
(iii) Borrower shall have delivered to Bank, all in form and substance
satisfactory to Bank:
(a) A certificate of the Secretary or other officer of Borrower containing
copies of resolutions of the Board of Directors and, if applicable, stockholders
of Borrower authorizing the execution, delivery and performance of this First
Amendment to Restated Agreement, any document or instrument to be delivered
pursuant to this First Amendment and identifying the officer or officers
authorized to execute this First Amendment and other documents and to make such
requests for loans.
(b) Term Out Term Loan Promissory Note.
(c) Collateral Agreement.
(d) Execution and delivery of Mortgage on all the property owned by
Borrower in Cresco, Iowa.
(e) Such other documents or instruments as Bank shall reasonably request.
6. Amended Negative Covenant Section 9, Negative Covenants subpart (c)
dealing with third party liabilities is amended to allow third party liabilities
as long as they are not in excess of $15,000,000.
7. Amended Financial Covenant Section 11, Financial Covenants of Borrower,
subpart (e) Leverage Ratio is amended to require Borrower to maintain at all
times a ratio of total liabilities to tangible net worth of not greater than
2.25 to 1.
8. 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 First Amendment.
9. Acknowledgment of Receipt. By their execution of this First Amendment,
the parties acknowledge receipt of a copy of this document.
10. Savings. All other terms and conditions of the Restated Agreement, not
specifically modified by this First Amendment, shall remain in full force and
effect.
11. 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.
12. Counterparts. This First 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 CREDIT
AGREEMENT AS PREVIOUSLY AMENDED AND DOCUMENTS REFERRED TO IN THE CREDIT
AGREEMENT AS PREVIOUSLY AMENDED) MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE
TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
FEATHERLITE MFG., INC.
BY:
Xxxxxx Xxxxxxx, President
BY:
Xxxxx X. Xxxxxxx, Executive Vice
President
Xxxxxx Xxxxxxx, individually
Xxxxx Xxxxxxx, individually
Xxxxx Xxxxxxx, individually
Xxxxx Xxxxxxx, individually
Xxxxx Xxxxxxx, individually
FIRSTAR BANK IOWA, N.A.
BY:Xxxxx XxXxxxx, Vice President
