Exhibit 10.22
THIRTEENTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT
THIS THIRTEENTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of
April 29, 2004 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 and Twelfth 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 and
July 3, 2003, 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 $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 (iii) a
$4,000,000.00 non-revolving equipment line of credit loan with term
conversion feature (the “Equipment Loan”);
and
WHEREAS , Borrower has asked Lender to
(i) renew the Revolving Loan for one year in the increased
amount of $2,500,000.00, (ii) consolidate the outstanding
principal balances of the Term Loan and Equipment Loan into one
consolidated term loan in the principal sum of $6,096,791.00,
(iii) extend to Borrower a new $2,000,000.00 non-revolving
equipment line of credit loan with a five year conversion feature,
and (iv) 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 new 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 a
“Commitment Amount”, “Revolving Loan” and
“Termination Date” 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, Two Million Five Hundred Thousand and 00/100
($2,500,000.00) Dollars.
1
“Revolving
Loan” shall mean the $2,500,000.00 revolving line of
credit loan extended by the Lender to the Borrower under
Section 2 of this Agreement, and any and all extensions,
renewals, amendments, modifications, refinancings, conversions,
consolidations and increases thereof or thereto.
“Termination
Date” shall mean April 29, 2005, or such earlier
date upon which the Revolving Note becomes due and
payable.
3.
In Section 1.1 of the
Loan Agreement, the definition of “Indebtedness” is
amended to add the following new subsection therein following
Subsection (2A) therein:
“(2B) any and all
Rate Management Obligations; and”
4.
Section 1.1 of the
Loan Agreement is hereby amended to add the following new
definitions:
“Rate Management
Agreement” means any Rate Management Transactions and any
other agreement, device or arrangement providing for payments which
are related to fluctuations of interest rates, exchange rates,
forward rates or commodity prices, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange
agreements, forward currency exchange agreements, interest rate cap
or collar protection agreements, forward rate currency or interest
rate options, puts and warrants, including, without limitation, any
agreement between the Borrower and the Lender or any of its
affiliates, and any schedules, confirmations and documents, and
other confirming evidence between the parties confirming
transactions thereunder, all whether now existing or hereafter
arising, and in each case, as amended, modified or supplemented
from time to time.
“Rate Management
Obligations” means any and all obligations of the Borrower
to the Lender or any of its affiliates, whether absolute,
contingent or otherwise and howsoever and whensoever (whether now
or hereafter) created, arising, evidenced or acquired (including
all renewals, extensions and modifications thereof and
substitutions therefor), under or in connection with (i) any
and all Rate Management Agreements, and (ii) any and all
cancellations, buy-backs, reversals, terminations or assignments of
any Rate Management Agreement.
“Rate Management
Transaction” means any transaction (including an agreement
with respect thereto) now existing or hereafter entered into
between the Borrower and the Lender or any of its affiliates, which
is a rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction,
collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of
these tran
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