EXHIBIT 10.13

 

AMENDMENT NO. 4 TO

LOANAND SECURITY AGREEMENT

 

 

THIS AMENDMENT NO. 4 TO LOANAND SECURITY AGREEMENT (this "Amendment") is dated as of December 5,2003 and is made by and among (i) COLLINS INDUSTRIES, INC., a Missouricorporation ("Collins"), COLLINS BUS CORPORATION, a Kansas corporation("Bus"), WHEELED COACH INDUSTRIES, INC., a Florida corporation ("WCI"),CAPACITY OF TEXAS, INC., a Texas corporation ("Capacity"), MOBILE-TECHCORPORATION, a Kansas corporation ("Mobile"), BRUTZER CORPORATION, anOhio corporation ("Brutzer"), MID BUS, INC., an Ohio corporation ("MidBus"), MOBILE PRODUCTS, INC., a Kansas corporation ("Mobile Products"),and WORLD TRANS, INC., a Kansas corporation ("World Trans," and,together with 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 add the definition of Net Capital Expenditures, to effectivelycredit any net cash consideration received pursuant to a Borrower's disposalsof capital assets against a Borrower's gross capital expenditures.  

The Agent and Lenders have agreed to the aforementionedmodification 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.                 Amendments to Loan Agreement.  Effective as provided in Section2 of this Amendment, the Loan Agreement is hereby amended as follows:

(a)              by amending Section 1.1 Definitions by insertingtherein, in appropriate alphabetical order, the following new definition:

 "Net Capital Expenditures" means, withrespect to any Person, the gross  dollaramount of all Capital Expenditures (not including Financed Capex), less any netcash proceeds received by such Person for the disposal of assets (grossproceeds less any costs of the sale and any amounts paid to secured parties,other than the Agent or the Lenders, for the release of any lien on thedisposed assets). Notwithstanding the foregoing, in no event shall Net CapitalExpenditures be a sum less than $0.

(b)              by further amending Section 1.1 Definitions by amendingthe following definition in its entirety to read as follows:

"FixedCharge Coverage Ratio" means, for any period, the ratio of (i) the sum ofconsolidated Net Income of Collins and its Consolidated Subsidiaries for suchperiod **plus** (without duplication) consolidated depreciation expense **plus**consolidated amortization expense **plus** consolidated interest expense **plus**consolidated Non-Cash Charges of Collins and its Consolidated Subsidiaries forsuch period, to the extent the same were deducted in computing suchconsolidated Net Income, **less** the sum of Net Capital Expenditures,Restricted Payments and Restricted Purchases of Collins and its ConsolidatedSubsidiaries, other than those made pursuant to the Stock Repurchase Program,in each case made during such period, to (ii) the sum of consolidated CurrentMaturities of Long-Term Liabilities and Capitalized Lease Obligations ofCollins and its Consolidated Subsidiaries as of the last day of such period **plus**consolidated interest expense of Collins and its Consolidated Subsidiaries forsuch period; **provided**, that for any accounting period of less thantwelve consecutive months, consolidated Current Maturities of Long-TermLiabilities and Capitalized Lease Obligations of Collins and its ConsolidatedSubsidiaries as of the date of determination shall be multiplied by a fraction,the numerator of which is the number of months included in such accountingperiod and the denominator of which is twelve.

(c)              by amending Section 11.6 Capital Expenditures byamending the section in its entirety to read as follows:

                        SECTION 11.6  Net Capital Expenditures.  Make or incur any Net Capital Expenditures inexcess of $2,500,000 in the aggregate for all Borrowers in any Fiscal Year;provided, however, that expenditures in connection with any IRB Project shallnot constitute Capital Expenditures for purposes of calculating Net CapitalExpenditures pursuant to this Section 11.6.

 

 

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:

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

(b)              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 this Amendmentand the other documents contemplated to be delivered by it pursuant to thisAmendment and to perform its obligations under the Loan Agreement as amended bythis Amendment and under such other documents; that this Amendment has been andeach such other document when executed and delivered by such Borrower will havebeen, duly executed and delivered by such Borrower; and that the Loan Agreementas amended hereby and each such other document, constitute legal, valid andbinding obligations of each Borrower, enforceable against each Borrower inaccordance 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 actually incurred,in connection with the preparation and delivery of this Amendment.

 

*[SIGNATURES BEGIN ON NEXTPAGE]*

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

 

  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 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

 

                                 |

*[SIGNATURESCONTINUE ON NEXT PAGE]*

*[SIGNATURES CONTINUEFROM PRIOR PAGE]*

 
|   | MOBILE-TECH  CORPORATION, a Kansas corporation

 

By:       /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 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

 

     |

 

*[SIGNATURESCONTINUE ON NEXT PAGE]*

*[SIGNATURESCONTINUE FROM PRIOR PAGE]*

 
|   | WORLD TRANS, INC., a Kansas corporation

 

By:       /s/ Larry W. Sayre

            Larry W. Sayre,

            Vice President of Finance and

            Chief Financial Officer

 

  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

*[SIGNATURESCONTINUE ON NEXT PAGE]*

*[SIGNATURESCONTINUE FROM PRIOR PAGE]*

 
|   | **AGENT:**

 

FLEET  CAPITAL CORPORATION, a Rhode Island corporation, as Agent

 

By:       /s/ Robert B.H. Moore

            Robert B.H. Moore,

            Senior Vice President

 

  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **LENDER:**

 

FLEET  CAPITAL CORPORATION, a Rhode Island corporation

 

By:       /s/ Robert B.H. Moore

            Robert B.H. Moore,

            Senior Vice President

 

           |

 

 

*[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]*