EXHIBIT 10.20
FIFTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT is dated
as of June 1, 1999 between BRAD FOOTE GEAR WORKS, INC. f/k/a
BFG Acquisition Corp., an Illinois corporation
(“Borrower”) and LASALLE BANK NATIONAL ASSOCIATION
f/k/a LaSalle National Bank f/k/a LaSalle Bank NI
(“Lender”).
WHEREAS , Borrower and Lender have entered in that certain
Loan and Security Agreement dated as of January 17, 1997, as
amended by those certain letter amendments dated February 28,
1997 and July 23, 1997 and those certain Third and Fourth
Amendments to Loan and Security Agreement dated as of
March 30, 1998 and December 1, 1998, respectively (such
agreement, as so amended, the “Loan Agreement”) with
regard to the following loans extended by Lender to Borrower:
(i) a $2,200,000.00 revolving line of credit loan (the
“Revolving Loan”), (ii) a $1,992,854.00 term loan
(the “Term Loan”), (iii) a $1,375,000.02 equipment
loan (the “Equipment Loan”), and (iv) a
$678,333.29 non-revolving equipment line of credit (the
“Equipment Line of Credit”); and
WHEREAS , Borrower has requested that Lender (i) renew
the Revolving Loan and increase the amount thereof to
$3,000,000.00, (ii) provide a $200,000.00 subline under the
Revolving Loan for standby letters of credit, (iii) renew the
Equipment Line of Credit, and (iv) modify one of the financial
covenants set forth in the Loan Agreement; and
WHEREAS , Lender has agreed to the foregoing requests
provided Borrower executes and delivers such documents and
instruments required by Lender, including new promissory notes to
evidence the aforesaid loans being renewed and increased and this
Amendment;
NOW, THEREFORE , for valuable consideration, the receipt of
which is hereby acknowledged, and in consideration of the foregoing
premises, the parties hereto agree as follows:
1.
The capitalized terms used herein without definition shall have the
same meaning herein as such terms have in the Loan
Agreement.
2.
Section 1.1 of the Loan Agreement is amended as
follows:
a.
The definition of “Commitment Amount” is amended in its
entirety to read as follows:
“Commitment Amount” shall mean, as of any
applicable date of determination, Three Million and 00/100
($3,000,000.00) Dollars, less the Letter of Credit
Outstanding.
b.
The following new definitions are hereby inserted in
Section 1.1:
“Letter of Credit” shall mean any irrevocable
letter of credit issued pursuant to Section 2.9 hereof, which
letters of credit shall be (i) standby letters of credit,
(ii) issued for such purposes as are reasonably acceptable to
the Lender, (iii) denominated in Dollars, and
(iv) otherwise in such form as may be approved from time to
time by the Lender.
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“Letter of Credit Outstanding” shall mean at any
time, the sum of (i) the aggregate stated amount of all
Letters of Credit then outstanding, plus (ii) all amounts
theretofore drawn under Letters of Credit and not then
reimbursed.
c.
The definition of “Indebtedness” is hereby amended to
add the following new subsection (7) thereto after the end of
subsection (6) thereof:
“and (7) all
obligations, contingent or otherwise, of the Borrower under or
related to (i) any Letters of Credit now or hereafter issued
by the Lender pursuant to the terms of this Agreement, and
(ii) any other letters of credit heretofore, now or hereafter
issued by Lender.”
d.
The definition of “Loan Documents” is hereby amended to
add the following words after the words “financing
statements”: “letter of credit applications
and/or reimbursement agreements,”
e.
In the definition of “Revolving Loan”, the figure
“$2,200,000.00” is deleted, and the figure
“$3,000,000.00” is substituted therefor.
f.
The definition of “Termination Date” is amended in its
entirety to read as follows:
“Termination Date” shall mean December 31,
2000, or such earlier date upon which the Revolving Note becomes
due and payable.
3.
The first two paragraphs in Section 2.3 of the Loan Agreement
are deleted, and the following paragraphs are substituted
therefor:
“2.3
Revolving Note . The Revolving Loan shall be evidenced
by a renewal revolving note, executed by the Borrower, dated
June 1, 1999, payable to the Lender on December 31, 2000,
and in the principal sum of Three Million and 00/100
($3,000,000.00) Dollars (the “Revolving Note”).
The date and amount of each advance under the Revolving Loan made
by the Lender and of each repayment of principal thereon received
by the Lender shall be recorded by the Lender in its records.
The aggregate unpaid principal amount so recorded by the Lender
shall be rebuttable presumptive evidence as to the principal amount
outstanding thereunder, provided , however , that the
failure by the Lender so to record any such amount or any error in
so recording any such amount shall not limit or otherwise affect
the obligations of the Borrower under this Agreement or the
Revolving Note to repay the principal amount of the entire
Revolving Loan together with all interest accrued or accruing
thereon.
Interest on the Revolving Note shall be payable at the times, in
the manner, and at the applicable rates set forth in the Revolving
Note. Interest on the Revolving Note shall be calculated on
the basis of a 360-day year for the actual number of days the
principal is outstanding.”
4.
The Loan Agreement is hereby amended to add the following new
subsection 2.9 thereto:
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