EXHIBIT 10.23
SEVENTEENTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT
THIS SEVENTEENTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of
February 1, 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 and Sixteenth
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
and June 15, 2005, 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
$6,096,791.00 (the “Term Loan”), (iii) a
$3,000,000.00 non-revolving equipment line of credit loan with term
conversion feature (the “Equipment Loan”), and
(iv) a $1,500,000.00 non-revolving equipment line of credit
loan with term conversion feature (the “Equipment Loan
No. 2”); and
WHEREAS , Borrower has asked Lender to grant
the following loan requests: (i) consolidate the outstanding
principal balances of the Term Loan, the Equipment Loan and the
Equipment Loan No. 2 into one consolidated term loan in the
principal sum of $7,899,332.98, and (ii) make Borrower a new
$7,100,000.00 non-revolving equipment line of credit loan with a
term conversion feature; and
WHEREAS , Lender has agreed to the foregoing
requests provided Borrower executes and delivers such documents and
instruments required by Lender, including, the 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
“Loans” and “Notes” in Section 1.1 of
the Loan Agreement, are each amended in its entirety to read as
follows:
“
Loans ” shall mean collectively, the Revolving Loan,
the Term Loan, the Equipment Loan, all future loans made by the
Lender to the Borrower, and all extensions, renewals, amendments,
refinancings, modifications, consolidations, conversions, and
increases thereof or thereto.
1
“
Notes ” shall mean collectively, the Revolving Note,
the Term Note, the Equipment Note, all notes executed by Borrower
evidencing future loans made by Lender to Borrower, and all
extensions, renewals, amendments, refinancings, modifications,
consolidations and conversions thereof or thereto.
3.
Section 1.1 of the
Loan Agreement is amended to delete the definitions:
“Equipment Loan No. 2” and “Equipment Note
No. 2”.
4.
In Section 1.1 of the
Loan Agreement, the definition of “Indebtedness” is
amended to delete the following subsection therein following
Subsection (2) therein:
“(2B) the
Equipment Loan No. 2, together with all extensions, renewals,
amendments, refinancings, modifications, consolidations and
conversions thereof; and”
5.
Section 3B of the
Loan Agreement entitled: “Equipment Loan No. 2” is
hereby deleted. All other references in the Loan Agreement to
“Equipment Loan No. 2” or “Equipment Note
No. 2” are hereby deleted.
6.
Section 3.1 of the
Loan Agreement is deleted, and the following paragraphs are
substituted therefor:
“3.1
Term Loan
. The Lender has
previously made the following loans to Borrower: (i) a
consolidated term loan in the principal sum of $6,096,791.00
evidenced by Borrower’s amended and restated consolidated
term note dated April 29, 2004 in said principal sum, payable
to the order of Lender in installments of principal plus interest
as therein described, and (ii) a $3,000,000.00 non-revolving
equipment line of credit loan with term conversion evidenced by
Borrower’s amended and restated equipment line note dated
November 15, 2004 payabl
