WHEREAS, Borrowers and the other Loan Parties desire that (i) Agent and Lenders
provide their consent to the M&M Purchase, (ii) M&M become a Loan Party under
the Loan Agreement and (iii) certain provisions of the Loan Agreement be amended
as herein set 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 M&M PURCHASE.
SECTION 2.
JOINDER. M&M HEREBY ASSUMES, AND AGREES TO PERFORM, FOR THE
BENEFIT OF AGENT AND LENDERS, ALL OF THE LIABILITIES OF A LOAN PARTY UNDER THE
LOAN AGREEMENT, AS DIRECT AND PRIMARY OBLIGATIONS OF M&M (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 LOAN PARTY AS IF IT HAD BEEN A SIGNATORY THERETO AS OF THE DATE THEREOF;
PROVIDED THAT THE REPRESENTATIONS AND WARRANTIES MADE BY M&M 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 "M&M" IS HEREBY INSERTED INTO THE
LOAN AGREEMENT IN ALPHANUMERIC ORDER:
""M&M" means Machine & Manufacturing I, Inc., a Texas 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, Handley, Tarlton and M&M, (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, Eagle LLC, State Wide, RMC, Handley, Tarlton or M&M
shall mean the date on which Agent shall provide its written approval to the
inclusion of Commercial Babcock Inc., Federal Coach, Eagle LLC, State Wide, RMC,
Handley, Tarlton or M&M, as applicable, as a Respective Loan Party pursuant to
Subsection 13(d)(ii)(5) of this Agreement."
2
(C)
OMNIBUS AMENDMENT TO OTHER AGREEMENTS. EACH REFERENCE IN EACH
OTHER AGREEMENT TO "LOAN PARTY" AND/OR "LOAN PARTIES", AS APPLICABLE, SHALL BE
DEEMED TO