pursuant to the Purchase Agreement (the
"Purchase"); and
WHEREAS, Borrowers and the other Loan Parties desire that (i) Agent and Lenders
provide their consent to the Purchase, (ii) 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 PURCHASE.
SECTION 2.
JOINDER. EACH OF TARLTON AND HANDLEY 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
TARLTON AND HANDLEY, RESPECTIVELY (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 TARLTON AND HANDLEY 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 "HANDLEY" IS HEREBY INSERTED INTO
THE LOAN AGREEMENT IN ALPHANUMERIC ORDER:
""Handley" means Handley, L.P., a Texas limited partnership."
(B)
THE FOLLOWING NEW DEFINITION OF "TARLTON" IS HEREBY INSERTED INTO
THE LOAN AGREEMENT IN ALPHANUMERIC ORDER:
""Tarlton" means Tarlton Supply Co., a Texas corporation."
(C)
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 and Tarlton, (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 or Tarlton
shall mean the date on which Agent shall provide its written approval
2
to the inclusion of Commercial Babcock Inc., Federal Coach, Eagle LLC, State
Wide, RMC, Handley or Tarlton, as applicable, as