**EXHIBIT 10.14**

AMENDMENT NO. 5 TO

LOANAND SECURITY AGREEMENT

 

 

THIS AMENDMENT NO. 5 TO LOANAND SECURITY AGREEMENT (this "Amendment") is dated as of January 7, 2004and is made by and among COLLINS INDUSTRIES, INC., a Missouri corporation ("Collins"),COLLINS BUS CORPORATION, a Kansas corporation ("Bus"), WHEELED COACHINDUSTRIES, INC., a Florida corporation ("WCI"), CAPACITY OF TEXAS,INC., a Texas corporation ("Capacity"), MOBILE-TECH CORPORATION, aKansas corporation ("Mobile"), BRUTZER CORPORATION, an Ohio corporation("Brutzer"), MID BUS, INC., an Ohio corporation ("Mid Bus"),MOBILE PRODUCTS, INC., a Kansas corporation ("Mobile Products"), andWORLD TRANS, INC., a Kansas corporation ("World Trans," and, togetherwith Collins, Bus, WCI, Capacity, Mobile, Brutzer, Mid Bus, and MobileProducts, the "Borrowers" and each, a "Borrower"), (ii) thefinancial institutions party to the "Loan Agreement" (as hereinafter defined)from time to time as the Lenders (individually, a "Lender" andcollectively, the "Lenders"), and (iii) FLEET CAPITAL CORPORATION, aRhode Island corporation ("FCC"), as administrative agent for theLenders (the "Agent").

Preliminary Statements

The Borrowers, the Lenders, and the Agent are partiesto a Loan and Security Agreement dated as of May 17, 2002, (as heretoforeamended, the "Loan Agreement"; terms defined in the Loan Agreement (andnot otherwise defined herein) are used in this Amendment as defined in the LoanAgreement).

The Borrowers have requested that the Loan Agreementbe modified to increase the Chassis Sublimit from $12 million to $19 million.

The Agent and Lenders have agreed to theaforementioned modification subject to the provisions of this Amendment.

Statement of Agreement

Accordingly, in consideration of the Loan Agreement,the Loans made by the Lenders and outstanding thereunder, the mutual promiseshereinafter set forth and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the parties hereto herebyagree as follows:

1.                 Amendment to Loan Agreement.  Effective as provided in Section2 of this Amendment, the Loan Agreement is hereby amended as follows:

by amendingSection 1.1 Definitions by amending the following definition in itsentirety to read as follows:

 

"ChassisSublimit" means the sum of $19,000,000 during the period from the EffectiveDate (as defined in Amendment No. 5 to this Agreement, dated as of January 7,2004) through June 30, 2004 and $12,000,000 thereafter.

2.                 Effectiveness of Amendment.  This Amendmentshall be effective as of the first date on which the Agent has received each ofthe following, each in form and substance satisfactory to the Agent (the"Effective Date"):

(a)              four (4) copies of this Amendment duly executed and deliveredby each Borrower and the Lender; 

(b)              receipt by the Agent of a fee in the amount of $20,000; and

(c)              such other agreements, certificates, instruments and otherdocuments as any Lender through the Agent may reasonably request in connectionwith the transactions contemplated hereby.

3.                 Representations and Warranties.  Each Borrower hereby represents and warrantsto the Agent and the Lender that it has the corporate or other power and hastaken all actions necessary to authorize it to execute and deliver thisAmendment and the other documents contemplated to be delivered by it pursuantto this Amendment and to perform its obligations under the Loan Agreement asamended by this Amendment and under such other documents; that this Amendmenthas been and each such other document when executed and delivered by such Borrowerwill have been, duly executed and delivered by such Borrower; and that the LoanAgreement as amended hereby and each such other document, constitute legal,valid and binding obligations of each Borrower, enforceable against eachBorrower in accordance with their respective terms.

4.                 Effect of Amendment.From and after the effectiveness of this Amendment, all references inthe Loan Agreement and in any other Loan Document to "this Agreement," "theLoan Agreement," "hereunder," "hereof" and words of like import referring tothe Loan Agreement, shall mean and be references to the Loan Agreement asamended by this Amendment.  Except asexpressly amended hereby, the Loan Agreement and all terms, conditions andprovisions thereof remain in full force and effect and are hereby ratified andconfirmed.  The execution, delivery andeffectiveness of this Amendment shall not, except as expressly provided herein,operate as a waiver of any right, power or remedy of any Lender or the Agentunder any of the Loan Documents, nor constitute a waiver of any provision ofany of the Loan Documents.

5.                 Counterpart Execution; Governing Law; Costs and Expenses.

(a)              Execution in Counterparts.  This Amendment may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which takentogether shall constitute but one and the same agreement.  Delivery of an executed signature page ofany party hereto by facsimile transmission shall be as effective as delivery ofa manually executed counterpart thereof.

(b)              Governing Law.This Amendment shall be governed by and construed in accordance with thelaws of the State of Georgia.

(c)              Expenses.  Infurtherance and not in limitation of the provisions of the Loan Agreement, theBorrowers will pay or reimburse the Agent and the Lenders for their costs andexpenses, including reasonable fees and disbursements of counsel actuallyincurred, in connection with the preparation and delivery of this Amendment.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beexecuted and delivered by their respective officers thereunto duly authorized,as of the date first above written.

 
|   | **BORROWERS:**

 

COLLINS  INDUSTRIES, INC., a Missouri corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

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|   | COLLINS BUS  CORPORATION, a Kansas corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

                             |
|   | WHEELED  COACH INDUSTRIES, INC., a Florida corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

                     |
|   | CAPACITY OF TEXAS,  INC., a Texas corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

                              |

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|   | MOBILE-TECH  CORPORATION, a Kansas corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

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|   | BRUTZER  CORPORATION, an Ohio corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

       |
|   | MID BUS,  INC., an Ohio corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

             |
|   | MOBILE PRODUCTS, INC., a Kansas corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

     |

 

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|   | WORLD TRANS, INC., a Kansas corporation

 

By:      /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

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|   | **AGENT:**

 

FLEET  CAPITAL CORPORATION, a Rhode Island corporation, as Agent

 

By:      /s/ Robert B.H. Moore

            Robert B.H. Moore,

            Senior Vice President

 

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|   | **LENDER:**

 

FLEET  CAPITAL CORPORATION, a Rhode Island corporation

 

By:      /s/ Robert B.H. Moore

            Robert B.H. Moore,

            Senior Vice President

 

           |

 

 

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