Exhibit 10.1
THIRTY SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS THIRTY SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of
December 9, 2008 between BRAD FOOTE GEAR WORKS, INC. f/k/a BFG
Acquisition Corp., an Illinois corporation (“Borrower”)
and BANK OF AMERICA, N.A., a national banking association, as
successor by merger to 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, Eighteenth,
Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third,
Twenty-Fourth, Twenty-Fifth, Twenty-Sixth, Twenty-Seventh,
Twenty-Eighth, Twenty-Ninth, Thirtieth and Thirty-First 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, April 29, 2006, November 10, 2006,
January 8, 2007, April 29, 2007, June 30,
2007, October ,
2007, October 18, 2007, November 1, 2007,
January 15, 2008, January 31, 2008,
April , 2008,
June 30, 2008, August 30, 2008 and September 29,
2008, 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 $10,000,000.00 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”), (iii) an $11,000,000.00 non-revolving equipment
line of credit loan with term conversion feature (the
“Equipment Loan”), (iv) a $9,000,000.00
non-revolving equipment line of credit loan with term conversion
feature (the “Equipment Loan No. 2”) and
(v) all other Indebtedness (as defined in the Loan Agreement);
and
WHEREAS, Lender has been asked to (i) reduce the
amount of the Revolving Loan from $10,000,000.00 to $7,000,000.00;
(ii) waive Borrower’s violation of certain financial
covenants set forth in the Loan Agreement; (iii) modify the
interest rate charged on the Term Loan, the Equipment Loan and the
Equipment Loan No. 2; and (iv) make certain other
modifications thereto as described below; and
WHEREAS, Lender has agreed to the foregoing loan requests
provided, among other conditions, that Borrower executes and
delivers this Amendment and complies with its terms;
1
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
“Revolving Loan” in Section 1.1 of the Loan
Agreement, are each amended in their entirety to read as
follows:
“Commitment
Amount” shall
mean, as of any applicable date of determination, Seven Million and
00/100 ($7,000,000.00) Dollars.
“Revolving
Loan” shall mean
the $7,000,000.00 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.
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 December 9, 2008 and payable to the Lender on
January 15, 2009, and in the principal sum of Seven Million
and 00/100 ($7,000,000.00) Dollars (the ̶
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