Exhibit 10.12
LOAN MODIFICATION AGREEMENT NO. 3
Preamble:
This Loan Modification Agreement (this "Agreement"), dated as of
February 21, 2007 (the "Amendment Date"), is made by and among Wells Fargo Bank,
National Association, acting through its Wells Fargo Business Credit operating
division, as Agent; each Person identified as a "Lender" on the signature page
hereof, as lenders; and each Person identified as a "Borrower" on the signature
page hereof, as borrowers (each, a "Borrower", and, collectively, the
"Borrowers"), for the purpose of amending or otherwise modifying the terms of
that certain Credit Agreement, dated as of August 12, 2005 (which, as it has
been, or hereafter may be, modified or amended, the "Credit Agreement"), among
Borrowers, the various lenders from time to time party thereto (the "Lenders")
and Wells Fargo Bank, National Association, acting through its Wells Fargo
Business Credit operating division, as a Lender and as agent for the Lenders (in
such capacity, the "Agent").
Now, therefore, in consideration of the mutual
promises contained herein and in the Credit Agreement, the receipt and
sufficiency of which are hereby acknowledged, the Agent, the Lenders and the
Borrowers, each intending to be legally bound, agree as follows:
1.
DEFINITIONS.
CAPITALIZED TERMS USED HEREIN, BUT NOT EXPRESSLY
DEFINED THEMSELVES HEREIN, SHALL HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE
CREDIT AGREEMENT.
2.
SUCCESSOR AGENT.
THE BORROWERS ACKNOWLEDGE THAT,
CONTEMPORANEOUSLY WITH THE CONSUMMATION OF THIS AGREEMENT, WELLS FARGO BANK,
NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING
DIVISION ("WELLS FARGO"), HAS BECOME THE AGENT, REPLACING UPS CAPITAL
CORPORATION ("UPS").
EACH BORROWER CONSENTS TO SUCH CHANGE AND AGREES TO TAKE
SUCH ACTIONS AS WELLS FARGO MAY REASONABLY REQUEST IN CONNECTION WITH THE
TRANSITION OF THE ROLE OF THE AGENT FROM UPS TO WELLS FARGO.
3.
CONSENT TO SALE OF STOCK OF CCI.
NOTWITHSTANDING THE DEFINITION
OF "CHANGE IN CONTROL" SET FORTH IN SECTION 1.1 AND THE PROHIBITIONS SET FORTH
IN SECTIONS 6.2.9 AND 6.2.10 OF THE CREDIT AGREEMENT, THE AGENT AND THE LENDERS
HEREBY CONSENT TO HOLDINGS' SALE OF 100% OF THE OUTSTANDING CAPITAL STOCK OF CCI
(THE "CCI STOCK") TO THE RILEY INVESTMENT MANAGEMENT LLC AND COUNTRY COACH
HOLDINGS LLC (COLLECTIVELY, "PURCHASER") IN EXCHANGE FOR A PURCHASE PRICE, NET
OF ALL EXPENSES PAYABLE BY THE BORROWERS, OF NOT LESS THAN THIRTY-FIVE MILLION
DOLLARS ($35,000,000) (SUCH SALE IS HEREAFTER REFERRED TO AS THE "CCI STOCK
SALE"); SUBJECT, HOWEVER, TO THE FOLLOWING CONDITIONS: (A) PRIOR TO THE
CONSUMMATION OF THE CCI STOCK SALE, THE BORROWERS, THE LENDERS AND THE AGENT
SHALL HAVE EXECUTED THIS AMENDMENT AND EACH OF THE CONDITIONS PRECEDENT TO THE
EFFECTIVENESS HEREOF SET FORTH IN SECTION 24 HEREOF SHALL HAVE BEEN SATISFIED;
(B) THE BORROWERS SHALL HAVE DELIVERED TO THE AGENT AND THE LENDERS COPIES OF
THE DOCUMENTS PERTAINING TO THE CCI STOCK SALE, ALL OF WHICH SHALL BE
SATISFACTORY IN FORM AND SUBSTANCE TO AGENT AND LENDERS; AND (C) THE NET CASH
PROCEEDS OF THE CCI STOCK SALE SHALL BE IN THE AMOUNT OF AT LEAST THIRTY-FIVE
MILLION