Exhibit
10.3.2
FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered
into on December ___, 2003, by and among FLANDERS CORPORATION
("Flanders," individually and, in its capacity as the
representative of the other Borrowers, "Borrowers' Agent"), a North
Carolina corporation, FLANDERSIPRECISIONAIRE CORP., a North
Carolina corporation ("Flanders/Precisionaire "), FLANDERS FILTERS,
INC., a North Carolina corporation ("Filters"); FLANDERS/CSC
CORPORATION, a North Carolina corporation ("CSC"), PRECISIONAIRE,
INC., a Florida Corporation ("Precisionaire"), PRECISIONAIRE OF
UTAH, INC., a Utah corporation ("Utah"), ECO-AIR PRODUCTS, INC., a
California corporation ("Eco-Air"), AIR SEAL FILTER HOUSINGS, INC.,
a Texas corporation ("Air Seal"), and FLANDERS REAL TV CORP., a
North Carolina corporation ("Flanders Realty") (all of the
foregoing collectively referred to herein as "Borrowers" and
individually as a "Borrower"), each with its chief executive office
and principal place of business at 2399 26th Avenue North, St.
Petersburg, Florida 33734, and FLEET CAPITAL CORPORATION (together
with its successors and assigns, "Lender"), a Rhode Island
corporation with an office at 300 Galleria Parkway, N.W., Suite
800, Atlanta, Georgia 30339.
Recitals:
Lender and Borrowers are
parties to a certain Loan and Security Agreement dated October 18,
2002, as amended by that certain First Amendment to Loan and
Security Agreement dated October 18, 2002, as amended by that
certain Second Amendment to Loan and Security Agreement dated
November 19, 2002, and as amended by that certain Third Amendment
to Loan and Security Agreement dated September 6, 2003 (as at any
time amended, the "Loan Agreement"). pursuant to which Lender has
agreed to make certain revolving credit and term loans to
Borrowers.
The parties desire to
amend the Loan Agreement as hereinafter set forth.
NOW, THEREFORE, for TEN
DOLLARS ($10.00) in hand paid and other good and valuable
consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1.
Definitions. All capitalized terms used inn this
Amendment, unless otherwise defined herein, shall have the meaning
ascribed to such terms in the Loan Agreement.
2.
Amendment to Loan
A2reement. The Loan Agreement is hereby
amended by deleting Section 9.2.9 of the Loan Agreement and by
substituting the following new Section 9.2.9 in lieu
thereof.
9.2.9 Capita]
Expenditures. Make Capital Expenditures (including,
expenditures by way of capitalized leases) which, in the aggregate,
as to all Borrowers and their Subsidiaries, exceed (i)
$4,000,000 during Fiscal Year 2002 of Borrowers, (ii) $6,250,000
during Fiscal Year 2003 of Borrowers, and Cui) $3,250,000 during
each Fiscal Year of Borrowers thereafter
3.
Ratification
and Reaffirmation. Each Borrower hereby ratifies and
reaffirms the Obligations, each of the Loan Documents and all of
such Borrower's covenants. Duties, indebtedness and liabilities
under the Loan Documents.
4.
Acknowledgments and
Stipulations. Each Borrower acknowledges and
stipulates that the Loan Agreement and the other Loan Documents
executed by such Borrower are legal! valid and binding obligations
of such Borrower that are enforceable against such Borrower in
accordance with the terms thereof, except as the enforceability
thereof may be limited by bankruptcy, insolvency. reorganization,
moratorium or other similar laws of general application affecting
the enforcement of creditors rights and the application of general
principles of equity; an of the Obligations are owing and payable
without defense, offset or counterclaim (and to the extent there
exists any such defense, offset or counterclaim on the date hereof,
the same is hereby waived by such Borrower); the security interests
and liens granted by such Borrower in favor of Lender are duly
perfected first priority security interests and liens to the extent
contemplated by the Loan Documents; and the unpaid principal amount
of the Loans and the LC Outstandings on and as of December 4, 2003,
totaled $16,792,009.53.
5.
Representations and
Warranties. Each Borrower represents and
warrants to Lender, to induce Lender to enter into this Amendment,
that no Default or Event of Default exists on the date hereof; the
execution, delivery and performance of this Amendment have been
duly authorized by all requisite corporate action on the part of
such Borrower and this Amendment has been duly executed and
delivered by such Borrower; and all of the representations and
warranties made by such Borrower in the Loan Agreement are true and
correct on and as of the date hereof.
6.
Reference to Loan
Agreement. Upon the effectiveness of this
Amendment, each reference in the Loan Agreement to "this
Agreement," "hereunder, or words of like import
