Exhibit 10.28
TWENTY-SIXTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS TWENTY-SIXTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of
January 15, 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 and Twenty-Fifth
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 and November 1, 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
$8,000,000.00 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”), and (iv) a $9,000,000.00 non-revolving equipment
line of credit loan with term conversion feature (the
“Equipment Loan No. 2”); and
WHEREAS,
Borrower has asked Lender
to (i) increase the amount of the Revolving Loan to
$10,000,000.00, (ii) modify the borrowing base formula for the
Revolving Loan, and (iii) 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 “Borrowing Base”, “Commitment
Amount” and “Revolving Loan” in Section 1.1
of the Loan Agreement, are each amended in its entirety to read as
follows:
“Borrowing
Base” shall mean, as of any applicable date of
determination, an amount equal to the sum of (i) eighty
percent (80%) of Borrower’s Eligible Accounts, and
(ii) the lesser
1
