AN AMENDED AND
RESTATED WORKING CAPITAL FACILITY NOTE IN THE AMOUNT OF $15,000,000;
(G)
THE BORROWERS SHALL HAVE DELIVERED TO THE AGENT A BORROWING BASE
CERTIFICATE AND SUCH SUPPORTING DOCUMENTATION AS THE AGENT MAY REASONABLY
REQUEST (INCLUDING A SCHEDULE OF ACCOUNTS AND A LIST OF THE NAMES AND ADDRESSES
OF ALL ACCOUNT DEBTORS), IN EACH CASE GIVING EFFECT TO THE CCI STOCK SALE AND AS
OF A DATE SATISFACTORY TO THE AGENT;
(H)
EACH BORROWER SHALL HAVE DELIVERED TO THE AGENT (I) A GOOD
STANDING CERTIFICATE HAVING A DATE WITHIN THIRTY (30) DAYS OF THE AMENDMENT DATE
WITH RESPECT TO EACH LOAN PARTY FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY OF
ITS STATE OF INCORPORATION AND OF EACH OTHER STATE WHERE SUCH LOAN PARTY IS
REQUIRED TO QUALIFY; (II) A CERTIFICATE OF THE SECRETARY OR AN ASSISTANT
SECRETARY OF EACH LOAN PARTY AS TO RESOLUTIONS OF ITS BOARD OF DIRECTORS
AUTHORIZING ITS EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND THE
OTHER LOAN DOCUMENTS TO BE EXECUTED IN CONNECTION HEREWITH, EACH IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT AND LENDERS;
(I)
THE AGENT SHALL HAVE ESTABLISHED ONE OR MORE LOCKBOX ARRANGEMENTS
ACCEPTABLE TO THE AGENT; AND
(J)
SUCH OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE AGENT MAY
REQUEST IN ITS DISCRETION.
Without limiting the foregoing, each Borrower acknowledges and agrees that this
Amendment, the CCI Stock Sale, the assignment of the Commitment of UPS to Wells
Fargo and the transfer of the role of the "Agent" from UPS to Wells Fargo are
intended to be consummated simultaneously, and references herein to the "Agent"
or any "Lender", unless the context clearly requires otherwise, shall be deemed
to refer to Wells Fargo, as the Agent, and to Wells Fargo, as the sole Lender,
respectively.
26.
MISCELLANEOUS.
EACH EXISTING LOAN DOCUMENT (INCLUDING,
PARTICULARLY, ANY NOTE) SHALL BE DEEMED MODIFIED HEREBY ON THE AMENDMENT DATE AS
NECESSARY TO CONFORM ITS TERMS TO THE TERMS OF THE CREDIT AGREEMENT, AS MODIFIED
HEREBY.
THIS AGREEMENT CONSTITUTES A LOAN DOCUMENT, AND SHALL BE GOVERNED AND
CONSTRUED ACCORDINGLY.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG
THE AGENT, THE LENDERS AND THE BORROWERS RELATIVE TO THE SUBJECT MATTER HEREOF,
AND SUPERSEDES AND REPLACES ANY PRIOR UNDERSTANDINGS AND AGREEMENTS, WRITTEN OR
ORAL, IN REGARD THERETO.
THIS AGREEMENT SHALL BE BINDING ON, AND INURE TO THE
BENEFIT OF, THE SUCCESSORS AND ASSIGNS OF THE BORROWER, THE AGENT AND THE
LENDERS.
THE BORROWERS SHALL REIMBURSE THE AGENT FOR ALL COSTS WHICH THE AGENT
INCURS, INCLUDING REASONABLE ATTORNEYS FEES, IN THE PREPARATION, NEGOTIATION,
EXECUTION AND PERFORMANCE OF THIS AGREEMENT, AND THE RECORDING OF ANY LOAN
DOCUMENTS IN CONNECTION HEREWITH.
10
IN WITNESS WHEREOF, the Agent, the Lenders and the Borrowers have executed this
Agreement, by and through their respective authorized officers, as of the
Amendment Date.
"Borrowers":
NATIONAL R.V. HOLDINGS, INC.
By:
\s\ Thomas J. Martini
Name:
Thomas J. Martini
Title:
CFO
NATIONAL R.V., INC.
By:
\s\ Thomas J. Martini
Name:
Thomas J. Martini
Title:
Treasurer
COUNTRY COACH, INC.
By:
\s\ Thomas J. Martini