FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Agreement") made and
delivered this ____ day of April, 2003, by and between STARCRAFT CORPORATION, an
Indiana corporation (the "Company") and COMERICA BANK, a Michigan banking
corporation (the "Bank").
WITNESSETH:
WHEREAS, the Company and the Bank entered into that certain Loan Agreement
dated June 28, 2002 (the "Loan Agreement"); WHEREAS, the Company and the Bank
desire to amend the terms of the Credit Agreement pursuant to the terms and
conditions set forth below. NOW, THEREFORE, in consideration of the premises
above set forth, the covenants, promises and agreements hereinafter described
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Bank agree that the Loan Agreement
is amended as follows:
1. Section 1.1 of the Loan Agreement is amended to read in its entirety as
follows:
"1.1 Subject to the terms of this Agreement, Bank agrees to lend to
Company at any time and from time to time from the effective date hereof
until April 1, 2004 sums not to exceed under the line of credit Two Million
Dollars ($2,000,000) (the `Commitment Amount') in aggregate principal
amount at any one time outstanding. Company shall execute and deliver to
Bank a Line of Credit Note (herein called `Line Note') in form similar to
that annexed hereto as Exhibit `A' to evidence advances, repayments and
readvances made from time to time, subject to the terms and conditions of
this Agreement."
2. Section 2.2(b) is amended to read in its entirety as follows:
"(b) Guaranties (the `Guaranties' and individually, a `Guaranty') from
Xxxxx X. Xxxx and Starcraft Automotive Group, Inc. (the `Guarantors' and
individually, a `Guarantor') in the forms attached hereto as Exhibits `F'
and `G'."
3. The definition of "Collateral L/C" in Section 2.2 of the Loan Agreement
is deleted.
4. The definitions of "Base Tangible Net Worth" and "Base Working Capital"
in Sections 4.12 and 4.13 are amended to read in their entireties as follows:
"'Base Tangible Net Worth' shall initially mean $0. On the last day of
each fiscal quarter of Company (commencing June 30, 2003), Base Tangible
Net Worth shall increase by $250,000.
'Base Working Capital' shall initially mean $2,500,000. On the last
day of each fiscal quarter of Company (commencing June 30, 2003), Base
Working Capital shall increase by $250,000."
5. Sections 7.2 and 7.3 of the Loan Agreement are amended to read in their
entireties as follows:
"7.2 Upon occurrence of any of the following events of default:
(a) default in the observance or performance of any of the conditions,
covenants or agreements of Company set forth in Sections 4.1(c), (d),
4.3, 4.4, 4.5, 4.11, 4.12, 4.13, 4.14 or Section 5;
(b) default in the observance or performa nce of any of the conditions,
covenants or agreements of Company set forth in Section 4.1(a) or (b)
or 4.10 and continuance for ten (10) days;
(c) default in observance or performance of any of the other conditions,
covenants or agreements of Company herein set forth, and continuance
thereof for thirty (30) days after notice to Company by Bank;
(d) any representation or warranty made by Company herein or in any
instrument submitted pursuant hereto proves untrue in any material
respect when made;
(e) default in the observance or performance of any of the conditions,
covenants or agreements of Company or any other person set forth in
any collateral document of security which may be given to secure the
indebtedness hereunder or in any other collateral document related to
or connected with this Agreement or the indebtedness hereunder, and
continuation of such default beyond any period of grace specified in
any such document;
(f) default (i) in the payment of any other obligation of Company or any
Guarantor for borrowed money (other than to Bank) in an aggregate
amount in excess of Twenty Five Thousand Dollars ($25,000), or (ii) in
the observance or performance of any conditions, covenants or
agreements related or given with respect thereto, and, in the case of
clause (ii) continuance thereof for a period of time sufficient to
permit the holder of the applicable indebtedness to accelerate such
indebtedness;
(g) judgments for the payment of money in excess of the sum of Twenty Five
Thousand Dollars ($25,000) in the aggregate shall be rendered against
Company or any Guarantor and such judgments shall remain unpaid,
unvacated, unbonded or unstayed by appeal or otherwise for a period of
thirty (30) consecutive days from the date of its entry;
(h) the occurrence of any `reportable event', as defined in the Employee
Retirement Income Security Act of 1974 and any amendments thereto,
which is determined to constitute grounds for termination by the
Pension Benefit Guaranty Corporation of any employee pension benefit
plan maintained by or on behalf of Company or any Guarantor for the
benefit of any of its employees or for the appointment by the
appropriate United States District Court of a trustee to administer
such plan and such reportable event is not corrected and such
determination is not revoked within thirty (30) days after notice
thereof has been given to the plan administrator or Company; or the
institution of proceedings by the Pension Benefit Guaranty Corporation
to terminate any such employee benefit pension plan or to appoint a
trustee to administer such plan; or the appointment of a trustee by
the appropriate United States District Court to administer any such
employee benefit pension plan;
(i) if there shall occur any change in the management, ownership or
control of Company which in the sole judgment of Bank is reasonably
likely to have a material adverse effect on the Company;
(j) if Bank shall for any reason deem itself insecure;
(k) if Tecstar, LLC shall default (i) in the payment of any obligation to
Bank or (ii) in the observance or performance of any conditions,
covenants or agreements related thereto and in the case of clause (ii)
continuance thereof beyond any applicable period of cure or if there
shall occur an event of default under the Loan Agreement dated
February 13, 2002 between Tecstar, LLC and Bank (as amended or
modified from time to time);
(l) the revocation of the Subordination Agreement, any Guaranty or any
guaranty given pursuant to the provisions of Section 4.14;
then, or at any time thereafter, unless such default is remedied, Bank may
give notice to Company declaring all outstanding indebtedness hereunder and
under the Line Note to be due and payable, whereupon all indebtedness then
outstanding hereunder and under the Line Note shall immediately become due
and payable without further notice and demand and Bank shall not have any
obligation to make any additional advances hereunder.
7.3 If a creditors' committee shall have been appointed for the business of
Company or any Guarantor; or if Company or any Guarantor shall have made a
general assignment for the benefit of creditors or shall have been adjudicated
bankrupt, or shall have filed a voluntary petition in bankruptcy or for
reorganization or to effect a plan or arrangement with creditors; or shall file
an answer to a creditor's petition or other petition filed against it, admitting
the material allegations thereof for an adjudication in bankruptcy or for
reorganization; or shall have applied for or permitted the appointment of a
receiver, or trustee or custodian for any of its property or assets; or such
receiver, trustee or custodian shall have been appointed for any of its property
or assets (otherwise than upon application or consent of Company or a Guarantor,
as applicable) and such receiver, trustee or custodian so appointed shall not
have been discharged within sixty (60) days after the date of his appointment or
if an order shall be entered and shall not be dismissed or stayed within sixty
(60) days from its entry, approving any petition for reorganization of Company
or any Guarantor, then the Line Note and all indebtedness then outstanding
hereunder shall automatically become immediately due and payable and Bank shall
not have any obligation to make any additional advances hereunder."
6. Section 7.5 of the Loan Agreement is deleted.
7. Exhibit "D" is deleted and attached Exhibit "D" is substituted
therefore.
8. All representations, warranties, promises, covenants, or undertakings
expressly or impliedly made by the Company in the Loan Agreement are hereby
expressly ratified and confirmed as of the date hereof.
9. Except to the extent expressly modified by this Agreement, all terms and
conditions of the Loan Agreement shall remain in full force and effect, and the
Bank reserves unto itself all rights and privileges granted thereunder.
10. Company agrees to pay all expenses incurred by the Bank in connection
with this Amendment, including but not limited to the costs of the Bank's
outside legal counsel.
11. Company hereby waives, discharges, and forever releases Bank, Bank's
employees, officers, directors, attorneys, stockholders, successors and assigns,
from and of any and all claims, causes of action, allegations or assertions that
Company has or may have had at any time up through and including the date of
this First Amendment to Loan Agreement, against any or all of the foregoing,
regardless of whether any such claims, causes of action, allegations or
assertions are known to Company or whether any such claims, causes of action,
allegations or assertions arose as a result of Bank's actions or omissions in
connection with the Loan Agreement, any amendments, extensions, or modifications
thereto, or Bank's administration of the Indebtedness.
12. This Amendment shall be effective upon execution hereof by Company and
Bank and delivery by Company to Bank of an executed Guaranty from Xxxxx X. Xxxx
in the form attached to this First Amendment to Loan Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT
TO LOAN AGREEMENT as of the day and year first above written.
COMERICA BANK
By: /s/ Xxxxxxx X. Xxxxx
Its: Vice President
STARCRAFT CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Its: Chief Financial Officer
EXHIBIT "D"
COVENANT COMPLIANCE REPORT
To: Comerica Bank
Re: Loan Agreement dated as of June 28, 2002 (the "Agreement")
This Covenant Compliance Report ("Report") is furnished pursuant to Section
4.10 of the Agreement and sets forth various information as of ____________,
____ (the "Computation Date").
1. Working Capital. On the Computation Date, Working Capital, which is
required to be not less than $______________, was $___________ as computed in
the supporting documents attached hereto as Schedule 1.
2. Tangible Net Worth. On the Computation Date, Tangible Net Worth, which
is required to be not less than $_______, was $_______ as computed in the
supporting documents attached hereto as Schedule 2.
3. Xxxxx Xxxx Stock. On the Computation Date, the market value of the stock
of Company owned and controlled by Xxxxx X. Xxxx is $_________ (_____ shares x
$______ per share).
The undersigned officer of Company hereby certifies that:
A. To the best of the undersigned officer's knowledge, all of the
information set forth in this Report (and in any Schedule attached hereto) is
true and correct in all material respects.
B. To the best of the undersigned officer's knowledge, as of the
Computation Date, the Company has observed and performed all of their respective
covenants and other agreements contained in the Agreement and in the Note and
any other Loan Documents to be observed, performed and satisfied by it.
C. To the best of the undersigned's knowledge, this Report is based on an
examination sufficient to assure that this Report is accurate.
D. To the best of the undersigned officer's knowledge, except as stated in
Schedule 3 hereto (which shall describe any existing Event of Default and the
notice and period of existence thereof and any action taken with respect thereto
or contemplated to be taken by Company), no Event of Default has occurred and is
continuing on the date of this Report.
Capitalized terms used in this Report and in the schedules hereto, unless
specifically defined to the contrary, have the meanings given to them in the
Agreement.
IN WITNESS WHEREOF, Company has caused this Report to be executed and
delivered by its duly authorized officer this ______ day of __________________,
____.
STARCRAFT CORPORATION
By: ____________________________________
Its: ___________________________________
