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EXHIBIT 10.1
ELEVENTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT
This ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of
March 11, 1994 (this "Amendment"), amends in certain respects, the Loan and
Security Agreement (the "Loan Agreement") dated as of March 21, 1990, among
Great Dane Trailers, Inc., Great Dane Trailers Los Angeles, Inc., Great Dane
Trailers Nebraska, Inc., and Great Dane Trailers Tennessee, Inc., as
Borrowers (the "Borrowers"), the lenders from time to time party thereto (the
"Lenders") and Security Pacific Business Credit Inc., as Agent (the "Agent"),
as heretofore amended, modified or supplemented.
W I T N E S S E T H :
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WHEREAS, the Borrowers have requested that the Lenders agree to modify
in certain respects the limit on Intercompany Loans set forth in Section
10.15A(g)(i)(C) of the Loan Agreement in order, among other things, to
increase the aggregate amount of Intercompany Loans allowed in Fiscal Year
1993.
WHEREAS, the Lenders are willing to agree to such modification on the
terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in this Amendment, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the
Borrowers, the Agent and the Majority Lenders hereby agrees as follows.
SECTION 1. DEFINED TERMS. Terms defined in the Loan Agreement and not
otherwise defined herein shall have the meanings set forth in the Loan
Agreement.
SECTION 2. AMENDMENTS TO LOAN AGREEMENT. Effective as of the date
hereof, the Loan Agreement shall be amended as follows:
2.1 SECTION 10.15A(g)(i)(C). Section 10.15A(g)(i)(C) of the
Loan Agreement is hereby deleted in its entirety, and the following is
substituted therefor:
"(C) the aggregate amount of (1) all Intercompany Loans
made during Fiscal year 1993 prior to the Loan Date, and
(2) any Intercompany Loans made on the Loan Date is less
than or equal to the following cumulative amounts on or
after the following dates:
Aggregate Amount of
Intercompany Loans
in Fiscal Year 1993 Dates in 1993
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$ 1,000,000 January 1
$ 2,000,000 February 1
$ 4,000,000 March 1
$ 5,000,000 May 1
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$ 6,000,000 June 1
$ 7,000,000 July 1
$ 8,000,000 August 1
$ 9,000,000 September 1
$10,000,000 October 1
$11,000,000 November 1
$17,000,000 December 1
For purposes of this subsection (g), Intercompany Loans
made in one Fiscal Year but accounted for by Borrowers in
the prior Fiscal Year shall be deemed to have been made
in the prior Fiscal Year."
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
effective as of the date first above written when the Agent shall have
received the following:
(a) counterparts of this Amendment executed by the Borrowers and
the Majority Lenders;
(b) such certificates, representations, instruments and other
documents as the Agent and the Majority Lenders may require, in form and
substance satisfactory to the Agent.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby each
represent and warrant to the Lenders and the Agent that (i) the execution,
delivery and performance of this Amendment by each of the Borrowers are
within their respective corporate powers and have been duly authorized by all
necessary corporate action, (ii) no consent, approval, authorization of, or
declaration or filing with, any Public Authority, and no consent of any other
Person, is required in connection with the execution, delivery and
performance of this Amendment, except for those already duly obtained, (iii)
this Amendment has been duly executed by each of the Borrowers and
constitutes the legal, valid and binding obligation of each of the Borrowers,
enforceable against them in accordance with its terms and (iv) the execution,
delivery and performance by each of the Borrowers of this Amendment does not
and will not conflict with, or constitute a violation or breach of, or
constitute a default under, or result in the creation or imposition of any
Lien upon the property of any Borrower or any of its Subsidiaries by reason
of the terms of (a) any contract, mortgage, Lien, lease, agreement,
indenture, or instrument to which such Borrower or such Subsidiary is a party
or which is binding upon it, (b) any Requirement of Law applicable to such
Borrower or such Subsidiary, of (c) the Certificate or Articles of
Incorporation or By-Laws of such Borrower or such Subsidiary.
SECTION 5. REFERENCE TO AND EFFECT ON LOAN DOCUMENTS.
5.1 On and after the date hereof, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of
like import, and each reference in the other Loan Documents to the Loan
Agreement, shall mean and be a reference to the Loan Agreement as amended
hereby.
5.2 Except as specifically amended above, all of the terms of the
Loan Agreement shall remain unchanged and in full force and effect.
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5.3 The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Lender or
the Agent under the Loan Agreement or any of the other Loan Documents, nor
constitute a waiver of any provision of the Loan Agreement or any of the
other Loan Documents.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute one and the
same instrument.
SECTION 7. GOVERNING LAW. This Amendment shall be governed by, and
shall be construed and enforced in accordance with, the laws of the State of
New York.
SECTION 8. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment or be given any substantive effect.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
GREAT DANE TRAILERS, INC.
By: /s/ T. W. Horan
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Title: Senior Vice President, Finance
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GREAT DANE TRAILERS LOS ANGELES, INC.
By: /s/ T. W. Horan
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Title: Senior Vice President, Finance
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GREAT DANE TRAILERS NEBRASKA, INC.
By: /s/ T. W. Horan
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Title: Senior Vice President, Finance
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GREAT DANE TRAILERS TENNESSEE, INC.
By: /s/ T. W. Horan
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Title: Senior Vice President, Finance
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SECURITY PACIFIC BUSINESS CREDIT INC.,
as Lender and Agent
By: /s/ Ira A. Mermelstein
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Title: Vice President
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NATIONSBANK OF GEORGIA, N.A.
By: /s/ Robert B. H. Moore
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Title: Senior Vice President
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SANWA BUSINESS CREDIT CORPORATION
By: /s/ Peter L. Skavla
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Title: Vice President
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