forth.
NOW THEREFORE, in consideration of the foregoing recital, mutual agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrowers, the other Loan Parties,
Agent and Lenders hereby agree as follows:
SECTION 1.
LIMITED CONSENTS. SUBJECT TO THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 5 HEREOF, AGENT AND LENDERS HEREBY CONSENT TO THE RMC PURCHASE
SECTION 2.
JOINDER. RMC HEREBY ASSUMES, AND AGREES TO PERFORM, FOR THE
BENEFIT OF AGENT AND LENDERS, ALL OF THE LIABILITIES OF A BORROWER AND A LOAN
PARTY UNDER THE LOAN AGREEMENT, AS DIRECT AND PRIMARY OBLIGATIONS OF RMC
(INCLUDING ANY SUCH LIABILITIES THAT MAY HAVE ACCRUED PRIOR TO THE DATE HEREOF),
AND FURTHER AGREES THAT IT SHALL COMPLY WITH AND BE FULLY BOUND BY THE TERMS OF
THE LOAN AGREEMENT AS A BORROWER AND A LOAN PARTY AS IF IT HAD BEEN A SIGNATORY
THERETO AS OF THE DATE THEREOF; PROVIDED THAT THE REPRESENTATIONS AND WARRANTIES
MADE BY RMC
THEREUNDER SHALL BE DEEMED TRUE AND CORRECT AS OF THE DATE OF THIS
CONSENT AND AMENDMENT.
SECTION 3.
AMENDMENTS TO LOAN AGREEMENT AND OTHER AGREEMENTS.
(A)
THE FOLLOWING NEW DEFINITION OF "RMC" IS HEREBY INSERTED INTO THE
LOAN AGREEMENT IN ALPHANUMERIC ORDER:
""RMC" means Richard's Manufacturing Company, an Oklahoma corporation."
(B)
THE FOLLOWING DEFINITION SET FORTH IN SECTION 1 OF THE LOAN AGREEMENT IS
HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
""Respective Loan Parties" shall mean (i) with respect to Poindexter,
Poindexter, Raider Industries Inc., and at all times from and after the
"Respective Effective Date" Federal Coach and Eagle LLC, (ii) with respect to
Morgan LLC, Morgan LLC, Morgan Trailer Financial Corporation, Morgan Trailer
Financial Management, L.P. and at all times from and after the "Respective
Effective Date" Commercial Babcock Inc., (iii) with respect to MIC LLC, MIC LLC,
SWK Holdings, Inc, Universal Brixius, LLC and at all times from and after the
"Respective Effective Date", RMC (iv) with respect to TAG LLC, TAG LLC and at
all times from and after the "Respective Effective Date" State Wide, (v) with
respect to MO LLC, MO LLC and (vi) with respect to EFP LLC, EFP LLC. As used
above, "Respective Effective Date" with respect to Commercial Babcock Inc.,
Federal Coach, Kellerman Coach, State Wide or RMC shall mean the date on which
Agent shall provide its written approval to the inclusion of Commercial Babcock
Inc., Federal Coach, Kellerman Coach, State Wide or RMC, as applicable, as a
Respective Loan Party pursuant to Subsection 13(d)(ii)(5) of this Agreement."
(C)
EACH OF THE FOLLOWING EXHIBITS AND SCHEDULES TO THE LOAN AGREEMENT IS
HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS PROVIDED ON THE EXHIBITS
AND SCHEDULES ATTACHED HERETO CORRESPONDING THERETO:
2
(1)Exhibit A - Business and Collateral Locations
Exhibit E - Notice Information
Schedule 11(e) - Permitted Liens
Schedule 11(f) - Corporate Organizational Numbers
Schedule 11(i) - Affiliate Transactions
Schedule 11(j) - Names & Trade Names
Schedule 11(n) - Indebtedness