Exhibit 10.30
TWENTY-EIGHTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS
TWENTY-EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
“Amendment”) is dated as of April
11, 2008 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, Sixteenth,
Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First,
Twenty-Second, Twenty-Third, Twenty-Fourth, Twenty-Fifth,
Twenty-Sixth and Twenty-Seventh 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 4 2007,
October 18, 2007, November 1, 2007, January 15, 2008
and January 31, 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 waive Borrower’s violation of
certain financial covenant set forth in the Loan Agreement and to
make certain other modifications thereto; and
WHEREAS,
Lender
has agreed to the foregoing loan requests provided, among other
conditions, that Borrower executes and delivers to 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
1
herein as such terms have
in the Loan Agreement.
2.
Lender hereby waives
Borrower’s violation of the foregoing covenants set forth in
the Loan Agreement: (i) Borrower’s violation of the
Senior Debt to EBITDA covenant set forth in
Section 14.1(d) of the Loan Agreement for the fiscal
quarters ended December 31, 2007 and March 31,
2008, and (ii) Borrower’s violation of the Cash Flow
Coverage covenant set forth in Section 14.1(e) of the
Loan Agreement for the fiscal year ended December 31, 2007.
Said waivers are limited solely to such specific covenant
violations for such periods, and shall not waive, suspend, or affect any other default
by Borrower under the Loan Agreement, and Lender expressly
reserves all of its rights and remedies with respect to any such
other default(s).
3.
Section 14.1 of the Loan Agreement is amended in its entirety
to read as follows:
“14.1
Financial Covenants . Borrower covenants to Lender and
agrees that so long as any Indebtedness shall remain
unpaid:
(a)
No Distributions . Borrower will make no distributions
or dividends of any kind, except as expressly permitted by
Section 14.3(i) hereof. This covenant will be measured at
all times.
(b)
Limitation on Debts Owed To Or By Affiliates .
Indebtedness owed by Borrower to Affiliates and/or from Affiliates to
Borrower will not exceed Five Hundred Thousand Dollars
($500,000.00) in the aggregate at all times. The foregoing sentence
shall not be deemed to prohibit or apply to the approximate
$25,000,000.00 in aggregate principal debt (hereafter, the
“Tontine Debt”)
owed by Broadwind Energy, Inc. f/ka Tower Tech Holdings Inc.
(“Broadwind Energy”) to Tontine Overseas Funds,
Ltd., Tontine Partners, L.P. and Tontine Capital Overseas
Master Fund, L.P., which debt
shall be evidenced by senior subordinated convertible
promissory notes
executed by Broadwind Energy in favor of such payees, and
subordinated to all present and future indebtedness owed by Borrower to
Lender pursuant to written subordination agreements
in form acceptable to Lender.
Any other indebtedness (including inter-company payables)
owed by Borrower to Affiliates (other than described in the
two preceding sentences) will be subordinated to all present and
future indebtedness owed by Borrower to Lender in a manner
satisfactory to the Lender.
(c)
Subordinated Debt Payments . Borrower will not make
any payments on Subordinated Debt except for interest payments
thereon permitted in accordance with
Section 14.3(i) hereof.
(d)
Senior Debt to EB11DA . As of the end of each of its
fiscal quarters beginning with the quarter ended June 30,
2008, the Borrower shall maintain a ratio of Senior Debt to
annualized EBITDA of not greater than 3.0 to 1.0. This covenant
will be tested quarterly beginning with the fiscal quarter ended
June 30, 2008.
(e)
Cash Flow Coverage . As of the end of each of its
fiscal quarters beginning
2
with
the quarter ended
March 31, 2008, the Borrower shall maintain a Cash Flow
Coverage of not less than the following (i) 1.5 to 1.0
at March 31, 2008, and (ii) 2.0 to 1.0 June 30, 2008
and thereafter (to be tested quarterly by the Lender commencing
with the quarter ended March 31, 2008).
(f)
Minimum
EBITDA .
As of the end of each of its
fiscal quarters beginning with the quarter ended June 30,
2008, the Borrower shall maintain minimum EBITDA of not less than
the following: (i) $7,500,000 at June 30, 2008, (ii) $15,000,000
at September
30, 2008, and (iii) $22,500,000 at December
31, 2008 and thereafter.
This covenant will be tested quarterly beginning with the fiscal
quarter ended June 3
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