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THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Security Agreement

THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT | Document Parties: FUEL SYSTEMS SOLUTIONS, INC. | IMPCO TECHNOLOGIES, INC | LASALLE BUSINESS CREDIT, LLC You are currently viewing:
This Security Agreement involves

FUEL SYSTEMS SOLUTIONS, INC. | IMPCO TECHNOLOGIES, INC | LASALLE BUSINESS CREDIT, LLC

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Title: THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Governing Law: New York     Date: 5/12/2008
Industry: Auto and Truck Parts     Sector: Consumer Cyclical

THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, Parties: fuel systems solutions  inc. , impco technologies  inc , lasalle business credit  llc
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THIRTEENTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT


      This THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”), dated May 12, 2008, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“ LaSalle ”), with its principal office at One Centerpointe Drive, #500, Lake Oswego, Oregon 97035, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “ Lenders ” and each individually, a “ Lender ”), LaSalle as agent for the Lenders (in such capacity, the “ Agent ”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 3030 South Susan Street, Santa Ana, California 92704 (the “ Borrower ”).

      A. WHEREAS, LaSalle, as a Lender and the Agent, and the Borrower are parties to a Loan and Security Agreement dated as of July 18, 2003 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”), pursuant to which the Lenders have agreed, upon satisfaction of certain conditions, to make Revolving Advances and other financial accommodations to the Borrower;

      B. WHEREAS, the Borrower has informed the Lenders and the Agent that it is not in compliance with the U.S. Minimum Pre-Tax Income covenant set forth in Paragraph 14(x)(v) of the Loan Agreement for the three months ended March 31, 2008 (the “ March Default ”), which March Default constitutes an Event of Default under Paragraph 16(b) of the Loan Agreement.;

      C. WHEREAS, the Borrower has requested that the Lenders and the Agent agree to (a) waive the March Default and (b) amend the Loan Agreement in certain respects, and the Agent and the Lenders are willing to waive the March Default and amend the Loan Agreement, all on the terms and subject to the conditions hereinafter set forth. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning set forth in the Loan Agreement.

    NOW THEREFORE, the parties hereto agree as follows:  
    1.     Recitals . Recitals A, B, and C above are incorporated herein as though set forth  
in full.          
    2.     Limited Waiver .  
    (a)     The Lenders and the Agent hereby waive the March Default and the Event of  

Default under Paragraph 16(b) of the Loan Agreement to the extent of the March Default and agree not to exercise any rights or remedies available as a result of the occurrence thereof.

      (b) The waiver granted herein is a one-time waiver, given solely for the specific covenants and specific time periods set forth in Recital B hereof. Nothing contained in this Amendment constitutes a waiver by the Lenders or the Agent of any other terms or provisions of the Loan Agreement or the Other Agreements, whether or not the Lenders or the Agent have any

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knowledge thereof, nor may anything contained in this Amendment be deemed a waiver by the Lenders or the Agent of any non-compliance with the terms or provisions of the Loan Agreement or the Other Agreements that may occur after the date of this Amendment.

      3. Revolving Loan Commitment . The definition of “Revolving Loan Commitment” set forth in Paragraph 1(a) of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

“‘Revolving Loan Commitment’ shall mean the sum of $4,000,000.”

      4. Inventory . Clause (A) of Paragraph 2(b)(i) of the Loan Agreement is hereby deleted and replaced in its entirety by the following:

      “(A) the sum of: (1) up to eighty-five percent (85%) (the “ Accounts Advance Rate ”) of the face amount of Eligible Accounts, plus (2) the lesser of: (x) $727,724.25 or (y) up to 17% (the “ Inventory Advance Rate ”) of the value of Eligible Inventory, consisting of finished goods and raw materials calculated on the basis of the lower of cost or market, value on a first in, first out basis, provided however that both the sublimit of $727,724.25 and the Inventory Advance Rate will each continue to be reduced by 1% per week, such reduction to be effective as of Monday of each week, with the next reduction occurring on May 19, 2008; or”

      5. Reset of the U.S. Minimum Pre-Tax Income Covenant . Paragraph 14(x)(v) of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

      “(v) U.S . Minimum Pre-Tax Income . Borrower shall maintain and cause the U.S. Consolidated Group to maintain, as of the four months ending April 30, 2008, Pre-Tax Income of not less than ($1,450,000).”

      6. Amendment Fee . In addition to all other fees and charges, Borrower agrees to pay to Agent on the date hereof a fully-earned, non-refundable amendment fee of $10,000 (the “ Amendment Fee ”).

      7. Release . As a material inducement to the Agent and the Lenders to enter into this Amendment, Borrower hereby releases the Agent and each Lender, and their respective directors, officers, employees, affiliates, representatives, attorneys, and agents, from any and all claims, demands, debts, liabilities, actions, and causes of action of every kind, known or unknown, and character based upon, relating to, or arising out of the Loan Agreement and related transactions in any way (collectively “ Claims ”).

      The Borrower intends the above release to cover, encompass, release, and extinguish, inter alia, all Claims that might otherwise be reserved by California Civil Code Section 1542 or any similar provision of New York law. California Civil Code Section 1542 provides as follows:

      “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of

 

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executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action, and agrees that this Amendment and the above releases are and will remain effective in all respects notwithstanding any such differences or additional facts.

      8. Acknowledgments and Confirmations . The B


 
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