Poindexter under the Senior Note Documents; (iv) guarantees by
any Loan Party to the extent such guarantees constitute Indebtedness of such
Loan Party permitted under subsection 13(b) hereof; (v) guarantees by any Loan
Party of obligations of any other Loan Party in respect of (x) capital leases
permitted to be incurred under subsection 13(b)(iv) hereof and/or (y) operating
leases, (vi) guarantees by any Unrestricted Subsidiary of any Indebtedness which
any Unrestricted Subsidiary is permitted to incur under subsection 13(b) hereof
and (vii) guarantees by Poindexter of the Indebtedness which Morgan is permitted
to incur under subsection 13(b)(xiv) hereof."
(C)
SECTION 13(B) OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY REPLACING THE PERIOD AT THE END THEREOF WITH "; AND" AND
ADDING THE FOLLOWING NEW SUBSECTION (XIV) AT THE END THEREOF:
"(xiv)
Indebtedness incurred by Morgan pursuant to one or more promissory notes
issued by Morgan in an aggregate principal amount not to exceed $6,000,000 at
any time outstanding to certain lenders or financial institutions providing
Morgan with credit, loans and financing accommodations for the purchase of motor
vehicles and chassis by Morgan from certain chassis manufacturers (which may
also be such a lender)."
SECTION 2.
EFFECTIVENESS.
THE EFFECTIVENESS OF THIS
AMENDMENT IS SUBJECT TO THE SATISFACTION OF EACH THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THIS AMENDMENT SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED BY BORROWERS, LOAN PARTIES, AGENT AND EACH LENDER; AND
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN SHALL BE TRUE AND CORRECT IN ALL RESPECTS.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
IN ORDER
TO INDUCE AGENT AND EACH LENDER TO ENTER INTO THIS AMENDMENT, EACH LOAN PARTY
HEREBY REPRESENTS AND WARRANTS TO AGENT AND EACH LENDER, WHICH REPRESENTATIONS
AND WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT, THAT:
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE LOAN AGREEMENT AND IN EACH OTHER AGREEMENT ARE TRUE AND CORRECT
AS OF THE DATE HEREOF AFTER GIVING EFFECT TO THIS AMENDMENT, EXCEPT TO THE
EXTENT THAT ANY SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE;
2
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
LOAN PARTIES OF THIS AMENDMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION REQUIRED ON THEIR PART AND THIS AMENDMENT, AND THE LOAN
AGREEMENT IS THE LEGAL, VALID AND BINDING OBLIGATION OF LOAN PARTIES ENFORCEABLE
AGAINST LOAN PARTIES IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ITS ENFORCEABILITY
MAY BE AFFECTED BY THE EFFECT OF BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO OR
AFFECTING THE RIGHTS OR REMEDIES OF CREDITORS GENERALLY;
(C)
NEITHER THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AMENDMENT BY LOAN PARTIES, THE PERFORMANCE BY LOAN PARTIES
OF THE LOAN AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY DOES OR SHALL CONTRAVENE, RESULT IN A BREACH OF, OR VIOLATE (I) ANY
PROVISION OF ANY LOAN PARTY'S CERTIFICATE OR ARTICLES OF INCORPORATION OR BYLAWS
OR OTHER SIMILAR DOCUMENTS, OR AGREEMENTS, (III) ANY LAW OR REGULATION, OR ANY
ORDER OR DECREE OF ANY COURT