FIFTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
This Fifth Amendment to the Amended and Restated Credit and Security
Agreement ("Fifth Amendment") is dated effective June 30, 1998, and is by and
between the following identified parties:
Featherlite, Inc., formerly known as 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 (the
"Xxxxxxx"); and
Firstar Bank 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, a Second Amendment
dated July 31, 1997, a Third Amendment dated January 1, 1998, and a Fourth
Amendment dated June 8, 1998.
B. Borrower has requested that the Bank amend certain terms and conditions
in the Restated Agreement.
C. Bank is willing to grant the request subject to the terms of this Fifth
Amendment.
The parties agree:
1. Amendment to Revolver. Section 5(a) of Revolving Line of Credit and
Payment Provisions, is amended to read as follows:
a) Borrowing. Subject to the terms and conditions of this Restated
Agreement, the Bank shall, in its sole discretion, make loans (each a
"Revolving Loan") to the Borrower in such amounts as the Borrower may from
time to time request in increments of at least $50,000 and at such
intervals as the Bank may from time to time determine, provided that the
aggregate principal amount of such Revolving Loan requested, shall not
exceed the Revolving Line of Credit Borrowing Limit.
2. Amendment to Letters of Credit. Section 5A dealing with Letters of
Credit is amended to read as follows:
5A. (a) Letters of Credit. Subject to the terms and conditions of this
Restated Agreement, the Bank may, in its sole discretion, issue letters of
credit for the account of the Borrower from time to time until the
Revolving Line of Credit Termination Date in such amounts as are approved
by Bank upon application by Borrower. Each request for a letter of credit
shall be made by the Borrower in writing on the Bank's letter of credit
application and reimbursement agreement form. The Bank shall charge its
reasonable and customary fees for such letters of credit. The issuance of
each letter of credit shall constitute a loan and an advance for purposes
of Section 8.
(b) Agreement to Repay Letter of Credit Drawings. If the Bank has
received documents that it determines are satisfactory to draw under a
Letter of Credit, Borrower shall reimburse the Bank immediately in an
amount equal to the amount of such drawing. If Borrower fails to reimburse
Bank immediately, Bank is authorized by Borrower to draw on the Revolving
Line of Credit in an amount sufficient to cover the deficiency, which draw
shall be treated as a loan under the Revolving Line of Credit.
(c) Letters of Credit Issued by other Banks. At the Borrower's request
the Bank may, in its discretion, subject to the terms and conditions of
this Restated Agreement, in lieu of issuing its own letter of credit
hereunder, cause a correspondent of the Bank to issue a letter of credit
for the account of the Borrower, which letter of credit shall be deemed to
be a letter of credit issued hereunder. The Bank shall execute the standard
letter of credit application and reimbursement agreement of such letter of
credit issuer. The Borrower shall reimburse the Bank immediately in an
amount equal to any amount which the Bank is required to pay to the letter
of credit issuer in respect of such letter of credit. If the Borrower fails
to reimburse the Bank immediately, the Bank is authorized by Borrower to
draw on the Revolving Line of Credit in an amount sufficient to cure the
deficiency, which draw shall be treated as a loan under the Revolving Line
of Credit.
(d) The parties agree that the Letter of Credit #S102262 issued by
Bank in the amount of $1,245,000 due 12/14/98 with Hartford Fire Insurance
Co. as beneficiary shall be deemed to be a letter of credit hereunder for
all purposes.
3. Amended Financial Covenant. Section 11, Financial Covenants of Borrower,
is amended as follows. The financial covenant regarding "Minimum Tangible Net
Worth" is amended and restated in its entirety as follows:
Minimum Tangible Net Worth. Maintain at all times a Tangible
Net Worth of not less than $18,000,000.
4. Renegotiation. The parties have agreed to extend the maturity date on
the Revolving Line of Credit Promissory Note until September 30, 1999 and have
executed a new note which references that date, however, the parties intend for
the Obligations of Borrower to be refinanced by September 20, 1998. In the event
that the Obligations are not refinanced by September 30, 1998, Bank and Borrower
agree to use their best efforts to renegotiate the terms and structure of the
Obligations.
5. 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 Fifth Amendment.
6. Acknowledgment of Receipt. By their execution of this Fifth Amendment,
the parties acknowledge receipt of a copy of this document.
7. Savings. All other terms and conditions of the Restated Agreement, not
specifically modified by this Fifth Amendment, shall remain in full force and
effect.
8. 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.
9. Counterparts. This Fifth 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 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.
FEATHERLITE, INC.
BY:
Xxxxxx Xxxxxxx, President
BY:
Xxxxx X. Xxxxxxx, Executive Vice
President
FIRSTAR BANK IOWA, N.A.
BY:
Xxxxx XxXxxxx, Vice President
