EXHIBIT 10.24
NINETEENTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT
THIS NINETEENTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of
November 10, 2006 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, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth,
Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth,
Seventeenth and Eighteenth Amendments to Loan and Security
Agreement dated as of March 30, 1998, December 1, 1998,
June 1, 1999, December 19, 2000, May 1, 2001,
July 1, 2001, April 30, 2002, April 29, 2003,
July 3, 2003, April 29, 2004, November 15, 2004,
April 29, 2005, June 15, 2005, February 1, 2006 and
April 29, 2006, respectively, and that certain letter
amendment (herein, the “Tenth Amendment”) dated
October 17, 2002 (such agreement, as so amended, the
“Loan Agreement”) with regard to the following loans
made by Lender to Borrower: (i) a $3,500,000.00 revolving line
of credit loan (the “Revolving Loan”), (ii) a
consolidated term loan in the original principal sum of
$7,899,332.98 (the “Term Loan”), and (iii) a
$7,100,000.00 non-revolving equipment line of credit loan with term
conversion feature (the “Equipment Loan”);
and
WHEREAS , Borrower has asked Lender to
(i) increase the Revolving Loan from $3,500,000.00 to
$5,000,000.00, and (ii) increase the amount of the Equipment
Loan to $11,000,000.00 and change the conversion date to
April 29, 2007, and (iii) make certain other changes to
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, the promissory notes
described below 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.
The definitions of
“Commitment Amount” and “EBITDA” in
Section 1.1 of the Loan Agreement are each amended in its
entirety to read as follows:
“
Commitment Amount ” shall mean, as of any applicable
date of determination, Five Million and 00/100 ($5,000,000.00)
Dollars.
“
EBITDA ” shall mean, as of any applicable date of
determination, with respect to Borrower, the sum of the amounts for
such periods, of (i) Net Income, plus (ii) depreciation
and amortization expense, plus (iii) Cash Interest Expense,
plus (iv) federal and state income taxes
1
(including the Illinois
replacement tax), minus (v) unfinanced capital expenditures,
minus (vi) distributions.
3.
The first sentence of the
first paragraph in Section 2.3 of the Loan Agreement is
amended to read as follows:
“2.3
Revolving
Note . The
Revolving Loan shall be evidenced by an amended and restated
renewal revolving note, executed by the Borrower, dated
November 10, 2006, payable to the Lender on April 29,
2007, and in the principal sum of Five Million and 00/100
($5,000,000.00) Dollars (the “Revolving
Note”).”
Hereafter, all
references in the Loan Agreement and in this Amendment to the term
“Revolving Note” shall be deemed to refer to the
aforesaid amended and restated renewal revolving note dated
November 10, 2006 in the principal sum of $5,000,000.00,
executed by Borrower, payable to the order of Lender on
April 29, 2007, together with interest payable monthly as
therein described.
4.
Section 3A of the
Loan Agreement is hereby amended in its entirety to read as
follows:
“
SECTION 3A. EQUIPMENT LOAN .
3A.1
Equipment Line of
Credit .
The Lender agrees to extend to the Borrower a non-revolving
equipment line of credit in the principal amount of Eleven Million
and 00/100 ($11,000,000.00) Dollars (such loan, together with any
and all extensions, renewals, amendments, refinancings,
modifications, conversions or consolidations thereof or thereto,
the “Equipment Loan”). The Equipment Loan shall be
evidenced by an amended and restated equipment line note dated
November 10, 2006 executed by Borrower in the principal sum of
Eleven Million and 00/100 ($11,000,000.00) Dollars (such note,
together with any and all extensions, renewals, amendments,
refinancings, modifications, conversions or consolidations thereof
or t
