EX-10.31-1
EXHIBIT 10.31
THIRD AMENDMENT
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT, dated as of August 31, 1995 (this "Amendment"), amends in certain
respects the Amended and Restated Loan and Security Agreement (the "Loan
Agreement") dated as of February 14, 1995 among Great Dane Trailers, Inc.,
Great Dane Los Angeles, Inc., and Great Dane Trailers Tennessee, Inc., as
Borrowers (the "Borrowers"), the lenders from time to time party thereto (the
"Lenders") and BankAmerica Business Credit Inc., as Agent (the "Agent"), as
amended.
W I T N E S S E T H :
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WHEREAS, pursuant to Sections 10.25 and 10.26, certain Distributions
would be excluded if made on or before August 31, 1995;
WHEREAS, the Borrowers have requested that the Lenders extend the time
for such Distributions; and
WHEREAS, the Lenders are willing to modify the provisions of Section
10.25 and 10.26 of the Loan Agreement solely with respect to the date by
which such Distributions must occur.
NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in this Amendment, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the
Borrowers, the Agent and the Lenders hereby agrees as follows.
SECTION 1. DEFINED TERMS. Terms defined in the Loan Agreement and
not otherwise defined herein shall have the meanings set forth in the Loan
Agreement.
SECTION 2. AMENDMENTS TO LOAN AGREEMENT. Effective as of the date
hereof, the Loan Agreement shall be amended by deleting the date of "August
31, 1995" appearing in the last sentence of Section 10.25 and substituting
therefor the date of "October 31, 1995" and by deleting the date of "August
31, 1995" appearing in the last sentence of Section 10.26 and substituting
therefor the date of "October 31, 1995."
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
effective as of the date first above written when the Agent shall have
received the following:
(a) counterparts of this Amendment executed by the Borrowers and
the Lenders; and
(b) such other certificates, representations, instruments and
other documents as the Agent and the Lenders may require, in form and
substance satisfactory to the Agent.
EX-10.31-2
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby
each represent and warrant to the Lenders and the Agent that (i) the
execution, delivery and performance of this Amendment by each of the
Borrowers are within their respective corporate powers and have been duly
authorized by all necessary corporate action, (ii) no consent, approval,
authorization of, or declaration or filing with, any Public Authority, and no
consent of any other Person, is required in connection with the execution,
delivery and performance of this Amendment, except for those already duly
obtained, (iii) this Amendment has been duly executed by each of the
Borrowers and constitutes the legal, valid and binding obligation of each of
the Borrowers, enforceable against them in accordance with its terms and (iv)
the execution, delivery and performance by each of the Borrowers of this
Amendment does not and will not conflict with, or constitute a violation or
breach of, or constitute a default under, or result in the creation or
imposition of any Lien upon the property of any Borrower or any of its
Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien,
lease, agreement, indenture, or instrument to which such Borrower or such
Subsidiary is a party or which is binding upon it, (b) any Requirement of Law
applicable to such Borrower or such Subsidiary, or (c) the Certificate or
Articles of Incorporation or By-Laws of such Borrower or such Subsidiary.
SECTION 5. REFERENCE TO AND EFFECT ON LOAN DOCUMENTS.
5.1 On and after the date hereof, each reference in the Loan
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
like import, and each reference in the other Loan Documents to the Loan
Agreement, shall mean and be a reference to the Loan Agreement as amended
hereby.
5.2 Except as specifically amended above, all of the terms of the
Loan Agreement shall remain unchanged and in full force and effect.
5.3 The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Lender or
the Agent under the Loan Agreement or any of the other Loan Documents, nor
constitute a waiver of any provision of the Loan Agreement or any of the
other Loan Documents.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute one and the
same instrument.
SECTION 7. GOVERNING LAW. This Amendment shall be governed by, and
shall be construed and enforced in accordance with, the laws of the State of
New York.
SECTION 8. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment or be given any substantive effect.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
EX-10.31-3
GREAT DANE TRAILERS, INC.
By: /s/ X. X. Xxxxx
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Title: Senior Vice President, Finance
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GREAT DANE LOS ANGELES, INC.
By: /s/ X. X. Xxxxx
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Title: Senior Vice President, Finance
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GREAT DANE TRAILERS TENNESSEE, INC.
By: /s/ X. X. Xxxxx
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Title: Senior Vice President, Finance
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BANKAMERICA BUSINESS CREDIT INC.,
as Lender and Agent
By: /s/ Xxx X. Xxxxxxxxxxx
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Title: Vice President
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NATIONSBANK OF GEORGIA, N.A.
By: /s/ Xxxx Xxxxxxx
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Title: Vice President
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SANWA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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