AMENDMENT NO. ONE TO BUSINESS LOAN AGREEMENT
This Amendment No. One (the "Amendment") dated as of February 4,
1998 is between Bank of America National Trust and Savings Association (the
"Bank") and IMPCO Technologies, Inc. (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of October 7, 1997 (the "Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. DEFINITIONS. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.
2. AMENDMENTS. The Agreement is hereby amended as follows:
2.1 Subparagraphs (a) and (c) of Paragraph 1.1 are amended in
their entirety to read as follows:
"(a) During the availability period described below, the Bank
will provide a line of credit ("Facility No. 1") to the Borrower.
The amount of the line of credit (the "Facility No. 1
Commitment") is Twelve Million Dollars ($12,000,000) MINUS a One
Million U.S. Dollars (U.S. $1,000,000) line of credit provided
by Bank of America Mexico Sociedad Anonima to Grupo I.M.P.C.O.
Mexicano, S. de X.X. de C.V., a subsidiary of the Borrower (the
"Mexico Commitment").
"(c) The Borrower agrees not to permit the outstanding
principal balance of advances under the line of credit plus the
outstanding amounts of any letters of credit and not yet
reimbursed plus the Mexico Commitment to exceed the Facility
No. 1 Commitment."
2.2 Subparagraph (b) of Paragraph 4.4 is amended in its
entirety to read as follows:
"(b) The Borrower will repay principal in 20 successive equal
quarterly installments, starting on the last day of the third
month after funding. On maturity, the Borrower will repay the
remaining principal balance plus any interest then due."
2.3 Subparagraphs (d), (e) and (f) of Paragraph 11.2 are
deleted in their entirety and replaced by the following in each case:
"Intentionally omitted."
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2.4 In Paragraph 11.3, the ratio "0.70:1.0" is substituted for
the ratio "0.60:1.0" appearing therein.
2.5 In Paragraph 11.4, the amount "Eighteen Million Five
Hundred Thousand Dollars ($18,500,000)" is substituted for the amount "Eleven
Million Five Hundred Thousand Dollars ($11,500,000)."
2.6 Paragraph 11.5 is amended in its entirety to read as follows:
"11.5 TOTAL LIABILITY TO TANGIBLE NET WORTH. To maintain on a
consolidated basis a ratio of total liabilities to tangible net
worth not exceeding 1.40:1.0. "Total liabilities" means the sum
of current liabilities plus long term liabilities. This covenant
will be calculated on a quarterly basis."
2.7 The first paragraph of Paragraph 11.7 is amended in its
entirety to read as follows:
"11.7 OTHER DEBTS. Not to have outstanding or incur any direct
or contingent liabilities (other than those to the Bank and or
any other subsidiary or affiliate of BankAmerica Corporation),
become liable for the liabilities of others without the Bank's
written consent. This does not prohibit: ..."
3. REPRESENTATIONS AND WARRANTIES. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a
default under the Agreement, (b) the representations and warranties in the
Agreement are true as of the date of this Amendment as if made on the date of
this Amendment, (c) this Amendment is within the Borrower's powers, has been
duly authorized, and does not conflict with any of the Borrower's
organizational papers, and (d) this Amendment does not conflict with any law,
agreement, or obligation by which the Borrower is bound.
4. CONDITIONS. This Amendment will be effective when the Bank
receives the following items, in form and content acceptable to the Bank:
4.1 This Amendment duly executed by the Borrower and the Bank.
4.2 A Continuing Guaranty (Multicurrency) executed by the Borrower in
the amount of One Million U.S. Dollars (U.S. $1,000,000) guarantying
the obligations of Grupo I.M.P.C.O. Mexicano, S. de X.X. de C.V.
arising in connection with the Mexico Commitment together with
Corporate Resolutions Authorizing Execution of Guaranty
(Multicurrency).
5. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and
effect.
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This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ Xxxx Xxxx
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Title Vice President
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IMPCO Technologies, Inc.
By /s/ Xxxxxx X. Xxxxxxxx
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Title Chief Financial Officer
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