Exhibit 10.21
NINTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS NINTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT is dated as of April 30, 2002, 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 and Eighth
Amendments to Loan and Security Agreement dated as of
March 30, 1998, December 1, 1998, June 1, 1999,
December 19, 2000, May 1, 2001 and July 1, 2001,
respectively (such agreement, as so amended, the “Loan
Agreement”) with regard to the following loans extended by
Lender to Borrower: (i) a $2,000,000.00 revolving line of
credit loan (the “Revolving Loan”); and (ii) a
consolidated term loan in the original principal sum of
$6,290,373.00 (the “Term Loan”); and
WHEREAS , Borrower has asked Lender to renew
the Revolving Loan until April 29, 2003; and
WHEREAS , Lender has agreed to the foregoing
requests provided Borrower executes and delivers such documents and
instruments required by Lender, including a new renewal revolving
note 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
“Borrowing Base”, “Termination Date” and
“UCC” in Section 1.1 of the Loan Agreement are
each amended in its entirety to read as follows:
“
Borrowing Base ” shall mean, as of any applicable date
of determination, an amount equal to eighty percent (80%) of
Borrower’s Eligible Accounts.
“
Termination Date ” shall mean April 29, 2003, or
such earlier date upon which the Revolving Note becomes due and
payable.
“ UCC
” shall mean the Uniform Commercial Code as in effect in the
State of Illinois from time to time.
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 a renewal revolving note,
executed by the Borrower, dated April 30, 2002, payable to the
Lender on April 29, 2003,
1
and in the principal
sum of Two Million and 00/100 ($2,000,000.00) 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 renewal revolving note dated April 30, 2002, in the
principal sum of $2,000,000.00, executed by Borrower, payable to
the order of Lender on April 29, 2003, together with interest
payable monthly as therein described.
4.
Section 7.1 of the
Loan Agreement is amended as follows:
(a)
The definition of
“Accounts” is hereby amended in is entirety to read as
follows:
“ACCOUNTS: All present and future
accounts, accounts receivable, health-care-insurance receivables,
and other rights of the Borrower to payment of a monetary
obligation, whether or not earned by performance, (i) for
property that has been or is to be sold, leased, licensed,
assigned, or otherwise disposed of, (ii) for services rendered
or to be rendered, (iii) for a policy of insurance issued or
to be issued, (iv) for a secondary obligation incurred or to
be incurred, (v) for energy provided or to be provided,
(vi) for the use or hire of a vessel under a charter or other
contract, (vii) arising out of the use of a credit or charge
card or information contained on or for use with the card, or
(viii) as winnings in a lottery or other game of chance
operated or sponsored by a State, governmental unit of a State, or
person licensed of authorized to operate the game by a State or
governmental unit of a State (excluding (i) rights to payment
evidenced by chattel paper or an instrument, (iii) commercial
tort claims, (iii) deposit accounts, (iv) investment
property, (v) letter-of-credit rights or letters of credit, or
(vi) rights to payment for money or funds advanced or sold,
other than rights arising out of the use of a credit or charge card
or information contained on or for use with the card)
(collectively, “Accounts”);”.
(b)
To add the following new
last paragraphs at the end of Section 7.1:
“Without limiting
the generality
