Exhibit
10.37
LIMITED
WAIVER
This LIMITED WAIVER (this “
Waiver ”), dated March 28, 2006, by and among
LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company
(“ LaSalle ”), with its principal office at 135
South LaSalle Street, Chicago, Illinois 60603, the financial
institutions that, from time to time, become a party to the Loan
Agreement (hereinafter defined) (such financial institutions,
collectively, the “ Lenders ” and each
individually, a “ Lender ”), LaSalle as agent
for the Lenders (in such capacity, the “ Agent
”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation,
with its principal office at 16804 Gridley Place, Cerritos,
California 90703 (the “ Borrower ”).
WHEREAS, the Borrower and LaSalle as
a Lender and the Agent, are parties to a Loan and Security
Agreement dated as of July 18, 2003 (as amended, restated,
supplemented, or otherwise modified from time to time, the “
Loan Agreement ”), pursuant to which the Lenders have
agreed, upon satisfaction of certain conditions, to make Revolving
Advances and other financial accommodations to the
Borrower.
WHEREAS, the Borrower has advised
the Lenders and the Agent that it was not in compliance with the
Loan Agreement for the fiscal quarter ending December 31, 2005
in the following respects (collectively, the “ Financial
Covenant Non-Compliance ”): (a) Paragraph 14(p)(v)
(Maximum Intercompany Accounts), (b) Paragraph 14(p)(vi)
(Consolidated Minimum Pre-Tax Income), (c) Paragraph 14(x)(i)
(Tangible Net Worth U.S. Consolidated) and (d) Paragraph
14(x)(v) (U.S. Minimum Pre-Tax Income). The Financial Covenant
Non-Compliance constitute or more Events of Default (collectively
“Financial Covenant Defaults”).
WHEREAS, the Borrower has requested
that the Lenders and the Agent agree to waive the Financial
Covenant Non-Compliance and Financial Covenant Defaults, and the
Lenders and the Agent are willing to agree to such waiver on the
terms and subject to the conditions hereinafter set
forth.
NOW THEREFORE, the parties hereto
agree as follows:
1. Waiver .
(a) Effective as of the Effective
Date, the Lenders and the Agent hereby waive the Financial Covenant
Non-Compliance and Financial Covenant Defaults.
(b) The waiver granted in
Section 1(a) above is a one-time waiver, given solely for the
specific covenants and specific time periods set forth herein.
Nothing contained in this Waiver constitutes a waiver by the
Lenders or the Agent of any other term or provision of the Loan
Agreement or the Other Documents, whether or not the Lenders or the
Agent have any knowledge thereof, nor may anything contained in
this Waiver be deemed a waiver by the Lenders or the Agent of any
non-compliance with the terms or provisions of the Loan Agreement
or the Other Agreements that may occur after the date of this
Waiver. Without limiting the foregoing, a future non-compliance
with any of the financial covenants described in the second
“Whereas” clause above will be a new Event of
Default.
2. Waiver Fee . In
consideration for the waiver granted by the Agent herein and in
addition to all other fees and costs, the Borrower hereby agrees to
pay to the Agent a nonrefundable fee equal to Five Thousand Dollars
($5,000), which fee will be fully earned, due, and payable as of
the date of this Waiver (the “ Waiver Fee
”).
3. Representations and
Warranties . The Borrower hereby represents and warrants to the
Lenders and the Agent, that:
(a) Each of the representations and
warranties set forth in Paragraph 13 of
