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EXECUTION COPY
TWELFTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT
This TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated
as of June 7, 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 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)(ii) of the Loan Agreement in order,
among other things, to increase the aggregate amount of
Intercompany Loans allowed in Fiscal Year 1994.
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 1. AMENDMENTS. Effective as of the date hereof,
the Loan Agreement shall be amended as follows:
2.1 AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan
Agreement is hereby amended by adding the following new definition
in its appropriate alphabetical order:
"'TWELFTH AMENDMENT' means the amendment of this
Agreement dated as of May 24, 1994."
2.2 AMENDMENT TO SECTION 10.15A(g)(ii). Section
10.15A(g)(ii) of the Loan Agreement is hereby deleted in its
entirety, and the following is substituted therefore:
"(ii) if in Fiscal Year 1994:
(A) (1) the total net income of the Borrowers for
the period from January 1, 1994 through the last
day of the calendar month immediately preceding the
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calendar month of the Loan Date, as shown on the
exhibit to the Most Recent Monthly Financial
Statements (the 'Statement Exhibit'), which exhibit
shall be prepared on the same basis as Exhibit A to
the Twelfth Amendment, shall be equal to or greater
than 90% of the sum of the amounts shown opposite
the caption 'Net income' on such Exhibit A for each
of the calendar months preceding the calendar month
of the Loan Date and (2) the sum of the amounts
shown opposite the caption 'Net cash flow' on such
Statement Exhibit for each of the calendar months
preceding the calendar month of the Loan Date shall
be greater than zero (-0-); and
(B) the aggregate amount of all Intercompany Loans
made during Fiscal Year 1994 is less than or equal
to the following cumulative amounts on or after the
following dates:
Maximum Aggregate
Intercompany Loans Dates in 1994
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$ 2,000,000 January 1
$ 4,000,000 February 1
$ 7,000,000 March 1
$ 9,000,000 April 1
$11,000,000 May 1
$17,000,000 June 1
$19,000,000 July 1
$21,000,000 August 1
$24,000,000 September 1
$26,000,000 October 1
$28,000,000 November 1
$32,000,000 December 1"
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 or, 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
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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, or (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.
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.
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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 VP Finance
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GREAT DANE LOS ANGELES, INC.
By: /s/ T. W. Horan
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Title: Senior VP Finance
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GREAT DANE TRAILERS NEBRASKA, INC.
By: /s/ T. W. Horan
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Title: Senior VP Finance
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GREAT DANE TRAILERS TENNESSEE, INC.
By: /s/ T. W. Horan
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Title: Senior VP 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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