Exhibit 10.25
TWENTY-SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS TWENTY-SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
(this “Amendment”) is dated as of June 30, 2007
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 and Twenty-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 and April 29, 2007, 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
$6,500,000.00 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”), and
(iii) an $11,000,000.00 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 until June 30, 2008, and (ii) make
Borrower a new $9,000,000.00 non-revolving equipment line of credit
loan with term conversion feature, (iii) eliminate one of
Borrower’s financial covenants set forth in the Loan
Agreement, and (iv) make certain other changes to the Loan
Agreement; and
WHEREAS, Lender has agreed to the foregoing loan requests
provided Borrower executes and delivers such documents and
instruments required by Lender, including, the promissory note
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”, “Notes”, and
“Termination Date” 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, the Equipment Loan
No. 2, all future loans made by the Lender to the Borrower,
and all
1
extensions, renewals,
amendments, refinancings, modifications, consolidations,
conversions, and increases thereof or thereto.
“Notes” shall mean collectively, the Revolving Note,
the Term Note, the Equipment Note, the Equipment Note No. 2,
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.
“Termination Date” shall mean June 30,
2008, or such earlier date upon which the Revolving Note becomes
due and payable.
3.
Section 1.1 of the Loan Agreement is amended to add the
following new definitions:
“Equipment Loan No. 2” shall have the
meaning set forth in Section 3B hereof.
“Equipment Note No. 2” shall have the
meaning set forth in Section 3B hereof.
4.
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) the
Equipment Loan No. 2, together with all extensions, renewals,
amendments, refinancings, modifications, consolidations and
conversions thereof; and”
5.
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 a
