BUSINESS LOAN AGREEMENT
This Agreement dated as of October 7, 1997, is between Bank of
America National Trust and Savings Association (the "Bank") and IMPCO
Technologies, Inc. (the "Borrower").
1. FACILITY NO. 1: LINE OF CREDIT AMOUNT AND TERMS
1.1 LINE OF CREDIT AMOUNT.
(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).
(b) This is a revolving line of credit with a within line
facility for letters of credit. During the availability period, the
Borrower may repay principal amounts and reborrow them.
(c) If at any time the outstanding principal balance of
advances under the line of credit exceeds the Borrowing Base, the Borrower
will prepay the amount of the excess within ten (10) days of notice from
the Bank. "Borrowing base" means the lesser of Twelve Million Dollars
($12,000,000) or the sum of (i) 75% of the balance due on the Borrower's
accounts receivable excluding intercompany receivables and accounts
receivable carried in the books and records of any foreign subsidiary of
Borrower, PLUS (ii) 20% of the book value of the Borrower's inventory
consisting of raw materials located in the United States, PLUS (iii) 40%
of the book value of the Borrower's inventory consisting of finished goods
located in the United States, all as determined from the Borrower's
financial statements as of the last day of the immediately preceding
fiscal quarter of the Borrower.
1.2 AVAILABILITY PERIOD. The line of credit is available between
the date of this Agreement and August 31, 1999 (the "Expiration Date") unless
the Borrower is in default.
1.3 INTEREST RATE.
(a) Unless the Borrower elects an optional
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interest rate as described below, the interest rate is the Bank's
Reference Rate.
(b) The Reference Rate is the rate of interest publicly
announced from time to time by the Bank in San Francisco, California, as
its Reference Rate. The Reference Rate is set by the Bank based on
various factors, including the Bank's costs and desired return, general
economic conditions and other factors, and is used as a reference point
for pricing some loans. The Bank may price loans to its customers at,
above, or below the Reference Rate. Any change in the Reference Rate
shall take effect at the opening of business on the day specified in the
public announcement of a change in the Bank's Reference Rate.
1.4 REPAYMENT TERMS.
(a) The Borrower will pay interest on October 31, 1997, and
then monthly thereafter until payment in full of any principal outstanding
under this line of credit.
(b) The Borrower will repay in full all principal and any
unpaid interest or other charges outstanding under this line of credit no
later than the Expiration Date. Any amount bearing interest at an
optional interest rate (as described below) may be repaid at the end of
the applicable interest period, which shall be no later than the
Expiration Date.
1.5 OPTIONAL INTEREST RATE. Instead of the interest rate based on
the Bank's Reference Rate, the Borrower may elect the optional interest rate
listed below for this Facility No. 1 during interest periods agreed to by the
Bank and the Borrower. The optional interest rate shall be subject to the
terms and conditions described later in this Agreement. Any principal amount
bearing interest at an optional rate under this Agreement is referred to as a
"Portion." The optional interest rate available is the Cayman Rate plus 1.75
percentage points.
1.6 LETTERS OF CREDIT. This line of credit may be used for
financing:
(i) commercial letters of credit with a maximum maturity of 180
days but not to extend more than 90 days beyond the Expiration Date. Each
commercial letter of credit will require drafts payable at sight.
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(ii) standby letters of credit with a maximum maturity of five
(5) years but not to extend beyond April 30, 2002.
(iii) The amount of the letters of credit outstanding at any
one time (including amounts drawn on letters of credit and not yet
reimbursed) may not exceed Two Million Dollars ($2,000,000) for commercial
letters of credit and Seven Hundred Fifty Thousand Dollars ($750,000) for
standby letters of credit.
(iv) The following letter of credit is outstanding from the
Bank for the account of the Borrower:
Letter of Credit Number Amount
----------------------- ------
LASB #227940 $375,000
As of the date of this Agreement, this letter of credit shall be deemed to
be outstanding under this Agreement, and shall be subject to all the terms
and conditions stated in this Agreement.
The Borrower agrees:
(a) any sum drawn under a letter of credit may, at the option
of the Bank, be added to the principal amount outstanding under this
Agreement. The amount will bear interest and be due as described
elsewhere in this Agreement.
(b) if there is a default under this Agreement, to immediately
prepay and make the Bank whole for any outstanding letters of credit.
(c) the issuance of any letter of credit and any amendment to a
letter of credit is subject to the Bank's written approval and must be in
form and content satisfactory to the Bank and in favor of a beneficiary
acceptable to the Bank.
(d) to sign the Bank's form Application and Agreement for
Commercial Letter of Credit or Application and Agreement for Standby
Letter of Credit.
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(e) to pay any issuance and/or other fees that the Bank
notifies the Borrower will be charged for issuing and processing letters
of credit for the Borrower.
(f) to allow the Bank to automatically charge its checking
account for applicable fees, discounts, and other charges.
(g) to pay the Bank a non-refundable fee equal to 1.5% per
annum of the outstanding undrawn amount of each standby letter of credit,
payable annually in advance, calculated on the basis of the face amount
outstanding on the day the fee is calculated.
2. FACILITY NO. 2: EXISTING TERM LOAN A
2.1 OUTSTANDING TERM LOAN A. There is outstanding from the Bank to
the Borrower a term loan in the original principal amount of Two Million Fifty
Thousand Dollars ($2,050,000). This term loan is currently subject to the
terms and conditions of Facility No. 2 of the Business Loan Agreement dated as
of June 25, 1996. As of the date of this Agreement, the term loan shall be
deemed to be outstanding as Facility No. 2 under this Agreement, and shall be
subject to all the terms and conditions stated in this Agreement.
2.2 INTEREST RATE.
(a) Unless the Borrower elects an optional interest rate as
described below, the interest rate is the Bank's Reference Rate.
(b) The Borrower may prepay the loan in full or in part at any
time. The prepayment will be applied to the most remote installment of
principal due under this Agreement.
2.3 REPAYMENT TERMS.
(a) The Borrower will pay all accrued but unpaid interest on
October 31, 1997 and then monthly thereafter until payment in full of the
principal of this loan.
(b) The Borrower will repay the principal amount of Facility
No. 2 in thirteen (13) equal successive quarterly installments of Xxx
Xxxxxxx Xxx Xxxxxxxx
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Xxxx Xxxxxxx Dollars ($102,500) each, starting November 30, 1997.
On August 31, 2000, the Borrower will repay the remaining principal
balance plus any interest then due.
2.4 OPTIONAL INTEREST RATES. Instead of the interest rate based on
the Bank's Reference Rate, the Borrower may elect the optional interest rates
listed below for this Facility No. 2 during interest periods agreed to by the
Bank and the Borrower. The optional interest rates shall be subject to the
terms and conditions described later in this Agreement. Any principal amount
bearing interest at an optional rate under this Agreement is referred to as a
"Portion." The following optional interest rates are available:
(a) the Cayman Rate plus 1.50 percentage points.
(b) the LIBOR Rate plus 1.50 percentage points
3. FACILITY NO. 3: EXISTING TERM LOAN B
3.1 OUTSTANDING TERM LOAN B. There is outstanding from the Bank
to the Borrower a term loan in the original principal amount of Two Million
Dollars ($2,000,000). This term loan is currently subject to the terms and
conditions of Facility No. 3 of the Business Loan Agreement dated as of June
25, 1996. As of the date of this Agreement, the term loan shall be deemed to
be outstanding as Facility No. 3 under this Agreement, and shall be subject
to all the terms and conditions stated in this Agreement.
3.2 INTEREST RATE.
(a) Unless the Borrower elects an optional interest rate as
described below, the interest rate is the Bank's Reference Rate.
(b) The Borrower may prepay the loan in full or in part at any
time. The prepayment will be applied to the most remote installment of
principal due under this Agreement.
3.3 REPAYMENT TERMS.
(a) The Borrower will pay all accrued but unpaid interest on
October 31, 1997 and then monthly thereafter and upon payment in full of
the principal of the loan.
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(b) The Borrower will repay principal in eight (8) equal
successive quarterly installments of One Hundred Thousand Dollars
($100,000) starting October 31, 1997. On July 31, 1999 the Borrower will
repay the remaining principal balance plus any interest then due.
3.4 OPTIONAL INTEREST RATE. Instead of the interest rate based on
the Bank's Reference Rate, the Borrower may elect the optional interest rate
listed below for this Facility No. 3 during interest periods agreed to by the
Bank and the Borrower. The optional interest rate shall be subject to the
terms and conditions described later in this Agreement. Any principal amount
bearing interest at an optional rate under this Agreement is referred to as a
"Portion." The optional interest rate available is the Cayman Rate plus 2.10
percentage points.
4. FACILITY NO. 4: NEW TERM LOAN
4.1 LOAN AMOUNT. The Bank agrees to provide a term loan ("Facility
No. 3") to the Borrower in the amount of Four Million Dollars ($4,000,000) (the
"Facility No. 3 Commitment").
4.2 AVAILABILITY PERIOD. The loan is available in one disbursement
from the Bank between the date of this Agreement and August 31, 1998 unless
the Borrower is in default.
4.3 INTEREST RATE.
(a) Unless the Borrower elects an optional interest rate as
described below, the interest rate is the Bank's Reference Rate.
(b) The Borrower may prepay the loan in full or in part at any
time. The prepayment will be applied to the most remote installment of
principal due under this Agreement.
4.4 REPAYMENT TERMS.
(a) The Borrower will pay all accrued but unpaid interest on
the last day of the first month after funding and then monthly thereafter
and upon payment in full of the principal of the loan.
(b) The Borrower will repay principal in 12
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successive quarterly installments, starting on the last day of the third
month after funding. The first 11 installments shall each has equal to
1/12 of the original principal amount, and the twelve shall installments
shall be equal to the then remaining principal balance.
4.5 OPTIONAL INTEREST RATE. Instead of the interest rate based on
the Bank's Reference Rate, the Borrower may elect the optional interest rate
listed below for this Facility No. 4 during interest periods agreed to by the
Bank and the Borrower. The optional interest rate shall be subject to the
terms and conditions described later in this Agreement. Any principal amount
bearing interest at an optional rate under this Agreement is referred to as a
"Portion." The optional interest rate available is the Cayman Rate plus 2.00
percentage points.
5. OPTIONAL INTEREST RATES
5.1 OPTIONAL RATES. Each optional interest rate is a rate per
year. Interest will be paid on the last day of each interest period, and on
the last day of each month during the interest period. At the end of any
interest period, the interest rate will revert to the rate based on the
Reference Rate, unless the Borrower has designated another optional interest
rate for the Portion. No Portion will be converted to a different interest
rate during the applicable interest period. Upon the occurrence of an event
of default under this Agreement, the Bank may terminate the availability of
optional interest rates for interest periods commencing after the default
occurs.
5.2 CAYMAN RATE. The election of Cayman Rates shall be subject to
the following terms and requirements:
(a) The interest period during which the Cayman Rate will be in
effect will be no shorter than 30 days and no longer than one year. The
last day of the interest period will be determined by the Bank using the
practices of the offshore dollar inter-bank market.
(b) Each Cayman Rate Portion will be for an amount not less
than Five Hundred Thousand Dollars ($500,000).
(c) The Borrower may not elect a Cayman Rate with respect to
any principal amount which is scheduled to be repaid before the last day
of the applicable interest
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period.
(d) The "Cayman Rate" means the interest rate determined by the
following formula, rounded upward to the nearest 1/100 of one percent.
(All amounts in the calculation will be determined by the Bank as of the
first day of the interest period.)
Cayman Rate = CAYMAN BASE RATE
--------------------------
(1.00 - Reserve Percentage)
Where,
(i) "Cayman Base Rate" means the interest rate at
which the Bank's Grand Cayman Branch, Grand Cayman, British West
Indies, would offer U.S. dollar deposits for the applicable interest
period to other major banks in the offshore dollar inter-bank market.
(ii) "Reserve Percentage" means the total of the
maximum reserve percentages for determining the reserves to be
maintained by member banks of the Federal Reserve System for
Eurocurrency Liabilities, as defined in Federal Reserve Board
Regulation D, rounded upward to the nearest 1/100 of one percent.
The percentage will be expressed as a decimal, and will include, but
not be limited to, marginal, emergency, supplemental, special, and
other reserve percentages.
(e) Each prepayment of a Cayman Rate Portion, whether
voluntary, by reason of acceleration or otherwise, will be accompanied by
the amount of accrued interest on the amount prepaid, and a prepayment fee
as described below. A "prepayment" is a payment of an amount on a date
earlier than the scheduled payment date for such amount as required by
this Agreement. The prepayment fee shall be equal to the amount (if any)
by which:
(i) the additional interest which would have been
payable during the interest period on the amount prepaid had it not
been prepaid, exceeds
(ii) the interest which would have been recoverable by
the Bank by placing the amount prepaid on deposit in the domestic
certificate of deposit market, the eurodollar deposit market, or
other
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appropriate money market selected by the Bank for a period
starting on the date on which it was prepaid and ending on the last
day of the interest period for such Portion (or the scheduled payment
date for the amount prepaid, if earlier).
(f) The Bank will have no obligation to accept an election for
a Cayman Rate Portion if any of the following described events has
occurred and is continuing:
(i) Dollar deposits in the principal amount, and for
periods equal to the interest period, of a Cayman Rate Portion are
not available in the offshore Dollar inter-bank market; or
(ii) the Cayman Rate does not accurately reflect the
cost of a Cayman Rate Portion.
5.3 LIBOR RATE. The election of LIBOR Rates shall be subject to the
following terms and requirements:
(a) The interest period during which the LIBOR Rate will be in
effect will be one, two, three, four, five, six, seven, eight, nine, ten,
eleven, or twelve months. The first day of the interest period must be a
day other than a Saturday or a Sunday on which the Bank is open for
business in California, New York and London and dealing in offshore
dollars (a "LIBOR Banking Day"). The last day of the interest period and
the actual number of days during the interest period will be determined by
the Bank using the practices of the London inter-bank market.
(b) Each LIBOR Rate portion will be for an amount not less than
Five Hundred Thousand Dollars ($500,000).
(c) The "LIBOR Rate" means the interest rate determined by the
following formula, rounded upward to the nearest 1/100 of one percent.
(All amounts in the calculation will be determined by the Bank as of the
first day of the interest period.)
LIBOR Rate = London Inter-Bank Offered Rate
-------------------------------
(1.00 - Reserve Percentage)
Where,
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(i) "London Inter-Bank Offered Rate" means the
interest rate at which the Bank's London Branch, London, Great
Britain, would offer U.S. dollar deposits for the applicable interest
period to other major banks in the London inter-bank market at
approximately 11:00 a.m. London time two (2) London Banking Days
before the commencement of the interest period. A "London Banking
Day" is a day on which the Bank's London Branch is open for business
and dealing in offshore dollars.
(ii) "Reserve Percentage" means the total of the
maximum reserve percentages for determining the reserves to be
maintained by member banks of the Federal Reserve System for
Eurocurrency Liabilities, as defined in Federal Reserve Board
Regulation D, rounded upward to the nearest 1/100 of one percent.
The percentage will be expressed as a decimal, and will include, but
not be limited to, marginal, emergency, supplemental, special, and
other reserve percentages.
(d) The Borrower shall irrevocably request a LIBOR Rate portion
no later than 12:00 noon San Francisco time on the LIBOR Banking Day
preceding the day on which the London Inter-Bank Offered Rate will be set,
as specified above.
(e) The Borrower may not elect a LIBOR Rate with respect to any
principal amount which is scheduled to be repaid before the last day of
the applicable interest period.
(f) Any portion of the principal balance already bearing
interest at the LIBOR Rate will not be converted to a different rate
during its interest period.
(g) Each prepayment of a LIBOR Rate portion, whether voluntary,
by reason of acceleration or otherwise, will be accompanied by the amount
of accrued interest on the amount prepaid and a prepayment fee as
described below. A "prepayment" is a payment of an amount on a date
earlier than the scheduled payment date for such amount as required by
this Agreement. The prepayment fee shall be equal to the amount (if any)
by which:
(i) the additional interest which would have been
payable during the interest period on the amount
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prepaid had it not been prepaid, exceeds
(ii) the interest which would have been recoverable by
the Bank by placing the amount prepaid on deposit in the domestic
certificate of deposit market, the eurodollar deposit market, or
other appropriate money market selected by the Bank, for a period
starting on the date on which it was prepaid and ending on the last
day of the interest period for such portion (or the scheduled payment
date for the amount prepaid, if earlier).
(h) The Bank will have no obligation to accept an election for
a LIBOR Rate portion if any of the following described events has occurred
and is continuing:
(i) Dollar deposits in the principal amount, and for
periods equal to the interest period, of a LIBOR Rate portion are not
available in the London inter-bank market; or
(ii) the LIBOR Rate does not accurately reflect the
cost of a LIBOR Rate portion.
6. FEES, EXPENSES AND COSTS
6.1 EXPENSES. The Borrower agrees to immediately repay the Bank for
expenses that include, but are not limited to, filing, recording and search
fees, appraisal fees, title report fees, and documentation fees.
6.2 REIMBURSEMENT COSTS.
(a) The Borrower agrees to reimburse the Bank for any expenses
it incurs in the preparation of this Agreement and any agreement or
instrument required by this Agreement. Expenses include, but are not
limited to, reasonable attorneys' fees, including any allocated costs of
the Bank's in-house counsel.
(b) The Borrower agrees to reimburse the Bank for the cost of
periodic audits and appraisals of the personal property collateral
securing this Agreement, at such intervals as the Bank may reasonably
require. The audits and appraisals may be performed by employees of the
Bank or by independent appraisers.
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7. COLLATERAL
7.1 PERSONAL PROPERTY. The Borrower's obligations to the Bank under
this Agreement will be secured by personal property the Borrower now owns or
will own in the future as listed below. The collateral is further defined in
security agreement(s) executed by the Borrower. In addition, all personal
property collateral securing this Agreement shall also secure all other present
and future obligations of the Borrower to the Bank (excluding any consumer
credit covered by the federal Truth in Lending law, unless the Borrower has
otherwise agreed in writing). All personal property collateral securing any
other present or future obligations of the Borrower to the Bank shall also
secure this Agreement.
(a) Machinery, equipment, and fixtures.
(b) Inventory.
(c) Receivables.
(d) Patents, trademarks and other general intangibles.
8. DISBURSEMENTS, PAYMENTS AND COSTS
8.1 REQUESTS FOR CREDIT. Each request for an extension of credit
will be made in writing in a manner acceptable to the Bank, or by another means
acceptable to the Bank.
8.2 DISBURSEMENTS AND PAYMENTS. Each disbursement by the Bank and
each payment by the Borrower will be:
(a) made at the Bank's branch (or other location) selected by
the Bank from time to time;
(b) made for the account of the Bank's branch selected by the
Bank from time to time;
(c) made in immediately available funds, or such other type of
funds selected by the Bank;
(d) evidenced by records kept by the Bank. In addition, the
Bank may, at its discretion, require the
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Borrower to sign one or more promissory notes.
8.3 TELEPHONE AND TELEFAX AUTHORIZATION.
(a) The Bank may honor telephone or telefax instructions for
advances or repayments or for the designation of optional interest rates
and telefax requests for the issuance of letters of credit given by any
one of the individuals authorized to sign loan agreements on behalf of the
Borrower, or any other individual designated by any one of such authorized
signers.
(b) Advances will be deposited in and repayments will be
withdrawn from the Borrower's account number 12331-16650, or such other of
the Borrower's accounts with the Bank as designated in writing by the
Borrower.
(c) The Borrower indemnifies and excuses the Bank (including
its officers, employees, and agents) from all liability, loss, and costs
in connection with any act resulting from telephone or telefax
instructions it reasonably believes are made by any individual authorized
by the Borrower to give such instructions. This indemnity and excuse will
survive this Agreement's termination.
8.4 DIRECT DEBIT (PRE-BILLING).
(a) The Borrower agrees that the Bank will debit the Borrower's
deposit account number 12331-16650, or such other of the Borrower's
accounts with the Bank as designated in writing by the Borrower (the
"Designated Account") on the date each payment of principal and interest
and any fees from the Borrower becomes due (the "Due Date"). If the Due
Date is not a banking day, the Designated Account will be debited on the
next banking day.
(b) Approximately 10 days prior to each Due Date, the Bank will
mail to the Borrower a statement of the amounts that will be due on that
Due Date (the "Billed Amount"). The calculation will be made on the
assumption that no new extensions of credit or payments will be made
between the date of the billing statement and the Due Date, and that there
will be no changes in the applicable interest rate.
(c) The Bank will debit the Designated Account
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for the Billed Amount, regardless of the actual amount due on that date
(the "Accrued Amount"). If the Billed Amount debited to the Designated
Account differs from the Accrued Amount, the discrepancy will be treated
as follows:
(i) If the Billed Amount is less than the Accrued
Amount, the Billed Amount for the following Due Date will be
increased by the amount of the discrepancy. The Borrower will not be
in default by reason of any such discrepancy.
(ii) If the Billed Amount is more than the Accrued
Amount, the Billed Amount for the following Due Date will be
decreased by the amount of the discrepancy.
Regardless of any such discrepancy, interest will continue to accrue based
on the actual amount of principal outstanding without compounding. The
Bank will not pay the Borrower interest on any overpayment.
(d) The Borrower will maintain sufficient funds in the
Designated Account to cover each debit. If there are insufficient funds
in the Designated Account on the date the Bank enters any debit authorized
by this Agreement, the debit will be reversed.
8.5 BANKING DAYS. Unless otherwise provided in this Agreement, a
banking day is a day other than a Saturday or a Sunday on which the Bank is
open for business in California. For amounts bearing interest at an offshore
rate (if any), a banking day is a day other than a Saturday or a Sunday on
which the Bank is open for business in California and dealing in offshore
dollars. All payments and disbursements which would be due on a day which is
not a banking day will be due on the next banking day. All payments received
on a day which is not a banking day will be applied to the credit on the next
banking day. For amounts bearing interest at a LIBOR Rate, a banking day is
a day other than a Saturday or a Sunday on which the Bank is open for
business in California, New York and London and dealing in offshore dollars.
8.6 TAXES. If any payments to the Bank under this Agreement are
made from outside the United States, the Borrower will not deduct any foreign
taxes from any payments it makes to the Bank. If any such taxes are imposed
on any payments made by
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the Borrower (including payments under this paragraph), the Borrower will pay
the taxes and will also pay to the Bank, at the time interest is paid, any
additional amount which the Bank specifies as necessary to preserve the
after-tax yield the Bank would have received if such taxes had not been
imposed. The Borrower will confirm that it has paid the taxes by giving the
Bank official tax receipts (or notarized copies) within 30 days after the due
date.
8.7 ADDITIONAL COSTS. The Borrower will pay the Bank, on demand,
for the Bank's costs or losses arising from any statute or regulation, or any
request or requirement of a regulatory agency which is applicable to all
national banks or a class of all national banks. The costs and losses will be
allocated to the loan in a manner determined by the Bank, using any reasonable
method. The costs include the following:
(a) any reserve or deposit requirements; and
(b) any capital requirements relating to the Bank's assets and
commitments for credit.
8.8 INTEREST CALCULATION. Except as otherwise stated in this
Agreement, all interest and fees, if any, will be computed on the basis of a
360-day year and the actual number of days elapsed. This results in more
interest or a higher fee than if a 365-day year is used.
8.9 DEFAULT RATE. Upon the occurrence and during the continuation
of any default under this Agreement, principal amounts outstanding under this
Agreement will at the option of the Bank bear interest at a rate which is two
(2.00) percentage points higher than the rate of interest otherwise provided
under this Agreement. This will not constitute a waiver of any default.
Installments of principal which are not paid when due under this Agreement
shall continue to bear interest until paid. Any interest, fees or costs which
are not paid when due shall bear interest at the Bank's Reference Rate plus two
(2.0) percentage points. This may result in compounding of interest.
9. CONDITIONS
The Bank must receive the following items, in form and content
acceptable to the Bank, before it is required to extend any credit to the
Borrower under this Agreement:
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9.1 AUTHORIZATIONS. Evidence that the execution, delivery and
performance by the Borrower of this Agreement and any instrument or agreement
required under this Agreement have been duly authorized.
9.2 SECURITY AGREEMENTS. Signed original security agreements,
assignments, financing statements and fixture filings (together with collateral
in which the Bank requires a possessory security interest), which the Bank
requires.
9.3 EVIDENCE OF PRIORITY. Evidence that security interests and
liens in favor of the Bank are valid, enforceable, and prior to all others'
rights and interests, except those the Bank consents to in writing.
9.4 INSURANCE. Evidence of insurance coverage, as required in the
"Covenants" section of this Agreement.
9.5 GUARANTY. Guaranty signed by the Borrower with respect to
indebtedness of IMPCO Technologies Pty Limited ("ITPL"), in the amount of Two
Million Dollars ($2,000,000).
9.6 OTHER ITEMS. Any other items that the Bank reasonably requires.
10. REPRESENTATIONS AND WARRANTIES
When the Borrower signs this Agreement, and until the Bank is repaid
in full, the Borrower makes the following representations and warranties. Each
request for an extension of credit constitutes a renewed representation:
10.1 ORGANIZATION OF BORROWER. The Borrower is a corporation duly
formed and existing under the laws of the state where organized.
10.2 AUTHORIZATION. This Agreement, and any instrument or agreement
required hereunder, are within the Borrower's powers, have been duly
authorized, and do not conflict with any of its organizational papers.
10.3 ENFORCEABLE AGREEMENT. This Agreement is a legal, valid and
binding agreement of the Borrower, enforceable against the Borrower in
accordance with its terms, and any instrument or agreement required hereunder,
when executed and delivered, will be similarly legal, valid, binding and
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enforceable.
10.4 GOOD STANDING. In each state in which the Borrower does
business, it is properly licensed, in good standing, and, where required, in
compliance with fictitious name statutes.
10.5 NO CONFLICTS. This Agreement does not conflict with any law,
agreement, or obligation by which the Borrower is bound.
10.6 FINANCIAL INFORMATION. All financial and other information
that has been or will be supplied to the Bank is:
(a) sufficiently complete to give the Bank accurate knowledge
of the Borrower's financial condition.
(b) in compliance with all government regulations that apply.
10.7 LAWSUITS. There is no lawsuit, tax claim or other dispute
pending or threatened against the Borrower which, if lost, would impair the
Borrower's financial condition or ability to repay the loan, except as have
been disclosed in writing to the Bank.
10.8 COLLATERAL. All collateral required in this Agreement is owned
by the grantor of the security interest free of any title defects or any liens
or interests of others, other than security interests of BA Leasing & Capital
Group in certain equipment.
10.9 PERMITS, FRANCHISES. The Borrower possesses all permits,
memberships, franchises, contracts and licenses required and all trademark
rights, trade name rights, patent rights and fictitious name rights necessary
to enable it to conduct the business in which it is now engaged.
10.10 OTHER OBLIGATIONS. The Borrower is not in default on any
obligation for borrowed money, any purchase money obligation or any other
material lease, commitment, contract, instrument or obligation.
10.11 INCOME TAX RETURNS. The Borrower has no knowledge of any
pending assessments or adjustments of its income
tax for any year.
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10.12 NO EVENT OF DEFAULT. There is no event which is, or with
notice or lapse of time or both would be, a default under this Agreement.
10.13 LOCATION OF BORROWER. The Borrower's place of business (or,
if the Borrower has more than one place of business, its chief executive
office) is located at the address listed under the Borrower's signature on this
Agreement.
11. COVENANTS
The Borrower agrees, so long as credit is available under this
Agreement and until the Bank is repaid in full:
11.1 USE OF PROCEEDS. To use the proceeds of (i) Facility No. 1 only
for the Borrower's working capital and other general corporate purposes; (ii)
Facility No. 2 only for the Borrower's acquisition of a 51% ownership in
Technisch Bureau Media BV and related acquisition costs; (iii) Facility No. 3
only for ITPL's acquisition of the assets of Ateco Equipment Pty Limited
("AEPL") and related acquisition costs; and Facility No. 4 only for the
financing of an Acceptable Acquisition. For purposes of this Agreement,
"Acquisition" means any transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all
or substantially all of the assets of a person or entity or any business or
division of a person or entity, (b) the acquisition of in excess of 50% of the
capital stock, partnership interests, membership interests or equity of any
entity, or otherwise causing any entity to become a subsidiary, or (c) a merger
or consolidation or any other combination with another entity (other than an
entity that is a subsidiary) provided that the Borrower is the surviving
entity; "Acceptable Acquisition" means an Acquisition where (i) the Acquisition
has been approved by the board of directors or similar governing body of the
entity, whose assets, business, or securities are to be acquired or purchased,
(ii) immediately after such Acquisition, the Borrower would be in compliance
with the terms and conditions of this Agreement on a pro forma basis, and (iii)
the business of the person or entity to be acquired is substantially similar to
the existing business of the Borrower.
11.2 FINANCIAL INFORMATION. To provide the following financial
information and statements in form and content acceptable to the Bank, and such
additional information as
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requested by the Bank from time to time:
(a) Within 90 days of the fiscal year end, the Borrower's
annual financial statements. These financial statements must be audited
by a Certified Public Accountant acceptable to the Bank. The statements
shall be prepared on a consolidated and consolidating basis.
(b) Within 30 days of the period's end, the Borrower's
quarterly financial statements. These financial statements may be
Borrower prepared. The statements shall be prepared on a consolidated and
consolidating basis.
(c) Within the period(s) provided in subparagraphs (a) and (b)
above, a compliance certificate signed by an authorized financial officer
of the Borrower setting forth (i) the information and computations (in
sufficient detail) to establish that the Borrower is in compliance with
all financial covenants at the end of the period covered by the financial
statements then being furnished and (ii) whether there existed as of the
date of such financial statements and whether there exists as of the date
of the certificate, any default under this Agreement and, if any such
default exists, specifying the nature thereof and the action the Borrower
is taking and proposes to take with respect thereto.
(d) Within 30 days after the end of each quarter, a borrowing
certificate setting forth the amount of accounts receivable and inventory
as of the last day of such quarter.
(e) Within 30 days after the end of each fiscal quarter,
statements showing an aging of the Borrower's receivables.
(f) Within 30 days after the end of each fiscal quarter,
statements showing an aging of the Borrower's accounts payable.
11.3 QUICK RATIO. To maintain on a consolidated basis a ratio of
quick assets to current liabilities of at least 0.60:1.0.
"Quick assets" means cash, short-term cash investments, net trade
receivables and marketable securities not classified as long-term
investments. This covenant will be calculated
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on a quarterly basis.
11.4 TANGIBLE NET WORTH. To maintain on a consolidated basis
tangible net worth equal to Eleven Million Five Hundred Thousand Dollars
($11,500,000), plus, as of each April 30, commencing April 30, 1997, an amount
equal to 50% of the Borrower's net income after income taxes (without
subtracting losses) earned in the preceding 12 month period.
"Tangible net worth" means the gross book value of assets (excluding
goodwill, patents, trademarks, trade names, organization expense, treasury
stock, unamortized debt discount and expense, deferred research and
development costs, deferred marketing expenses, and other like
intangibles, less total liabilities, including but not limited to accrued
and deferred income taxes, and any reserves against assets. This covenant
will be calculated on a quarterly basis.
11.5 TOTAL LIABILITIES TO TANGIBLE NET WORTH. To maintain on a
consolidated basis a ratio of total liabilities to tangible net worth not
exceeding the ratios indicated for each period specified below:
Period Ratio
------ -----
From the date of this Agreement
through October 31, 1997 2.30:1.00
From and including November 1, 1997
to and including April 30, 1998 2.40:1.00
From May 1, 1998 to and including
January 31, 1999 2.20:1.00
From and including February 1,
1999, and thereafter 2.00:1.00
"Total liabilities" means the sum of current liabilities plus long term
liabilities. This covenant will be calculated on a quarterly basis.
11.6 CASH FLOW RATIO. To maintain on a consolidated basis a cash
flow ratio of at least 1.50:1.00 from and including the date hereof to and
including January 31, 1998, and 1.35:1.00 thereafter.
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"Cash flow ratio" means the ratio of cash flow to the current portion of
long term liabilities. "Cash flow" is defined as net income from
operations and investments, plus interest expense, depreciation,
amortization and other non-cash charges, less dividends and maintenance
capital expenditures not exceeding One Million Five Hundred Thousand
Dollars ($1,500,000), divided by the sum of interest expense plus current
portion of long term debt. This ratio will be calculated at the end of
each fiscal quarter, using the results of that quarter and each of the 3
immediately preceding quarters. The current portion of long term
liabilities will be measured as of the last day of the preceding fiscal
year.
11.7 OTHER DEBTS. Not to have outstanding or incur any direct or
contingent liabilities (other than those to the Bank), or become liable for the
liabilities of others without the Bank's written consent. This does not
prohibit:
(a) Acquiring goods, supplies, or merchandise on normal trade
credit, and incurring indebtedness for services rendered, similar in
nature and amount to such indebtedness incurred by the Borrower in the
past.
(b) Endorsing negotiable instruments received in the usual
course of business.
(c) Obtaining surety bonds in the usual course of business.
(d) Liabilities in existence on the date of this Agreement
disclosed in writing to the Bank.
(e) Additional debts for purchase money transactions including
capital leases, conditional sales or other title retention contracts with
respect to property used or acquired, which do not exceed a total
principal amount of Three Hundred Thousand Dollars ($300,000) for each
annual accounting period.
11.8 OTHER LIENS. Not to create, assume, or allow any security
interest or lien (including judicial liens) on property the Borrower now or
later owns, except:
(a) Deeds of trust and security agreements in
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favor of the Bank.
(b) Liens for taxes not yet due.
(c) Additional purchase money security interests and similar
liens in property acquired after the date of this Agreement, to secure
transactions permitted under Paragraph 11.7(e).
11.9 NOTICES TO BANK. To promptly notify the Bank in writing of:
(a) any lawsuit over One Hundred Thousand Dollars ($100,000)
against the Borrower.
(b) any substantial dispute between the Borrower and any
government authority.
(c) any failure to comply with this Agreement.
(d) any material adverse change in the Borrower's business
condition (financial or otherwise), operations, properties or prospects,
or ability to repay the credit.
(e) any change in the Borrower's name, legal structure, place
of business, or chief executive office if the Borrower has more than one
place of business.
11.10 BOOKS AND RECORDS. To maintain adequate books and records.
11.11 AUDITS. To allow the Bank and its agents to inspect the
Borrower's properties and examine, audit and make copies of books and records
at any reasonable time. If any of the Borrower's properties, books or records
are in the possession of a third party, the Borrower each authorizes that third
party to permit the Bank or its agents to have access to perform inspections or
audits and to respond to the Bank's requests for information concerning such
properties, books and records.
11.12 COMPLIANCE WITH LAWS. To comply with the laws (including any
fictitious name statute), regulations, and orders of any government body with
authority over the Borrower's business.
11.13 PRESERVATION OF RIGHTS. To maintain and
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preserve all rights, privileges, and franchises the Borrower now has.
11.14 MAINTENANCE OF PROPERTIES. To make any repairs, renewals, or
replacements to keep the Borrower's properties in good working condition.
11.15 PERFECTION OF LIENS. To help the Bank perfect and protect its
security interests and liens, and reimburse it for related costs it incurs to
protect its security interests and liens.
11.16 COOPERATION. To take any action reasonably requested by the
Bank to carry out the intent of this Agreement.
11.17 INSURANCE.
(a) INSURANCE COVERING COLLATERAL. To maintain all risk
property damage insurance policies covering the tangible property
comprising the collateral. Each insurance policy must be in an amount
acceptable to the Bank. The insurance must be issued by an insurance
company acceptable to the Bank and must include a lender's loss payable
endorsement in favor of the Bank in a form acceptable to the Bank.
(b) GENERAL BUSINESS INSURANCE. To maintain insurance
satisfactory to the Bank as to amount, nature and carrier covering
property damage (including loss of use and occupancy) to any of the
Borrower's properties, public liability insurance including coverage for
contractual liability, product liability and workers' compensation, and
any other insurance which is usual for the Borrower's business.
(c) EVIDENCE OF INSURANCE. Upon the request of the Bank, to
deliver to the Bank a copy of each insurance policy, or, if permitted by
the Bank, a certificate of insurance listing all insurance in force.
11.18 ADDITIONAL NEGATIVE COVENANTS. Except with respect to an
Acceptable Acquisition financed under Facility No. 4, not to, without the
Bank's written consent:
(a) engage in any business activities substantially different
from the Borrower's present
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business.
(b) liquidate or dissolve the Borrower's business.
(c) enter into any consolidation, merger, or other combination,
or become a partner in a partnership, a member of a joint venture, or a
member of a limited liability company, for a total consideration
(including assumption of debt) which, when added to any consideration
(including assumption of debt) for transactions described in subparagraph
(c) below, would exceed One Million Dollars ($1,000,000).
(d) sell, lease, transfer or dispose of all or a substantial
part of the Borrower's business or the Borrower's assets except in an
aggregate amount not exceeding Two Hundred Thousand Dollars ($200,000) in
any fiscal year.
(e) acquire or purchase a business or its assets for a
consideration (including assumption of debt) which, when added to any
consideration (including assumption of debt) for transactions described in
subparagraph (c) above, would exceed One Million Dollars ($1,000,000).
(f) sell, assign, lease, transfer or otherwise dispose of any
assets for less than fair market value, or enter into any agreement to do
so.
(g) enter into any sale and leaseback agreement covering any of
its fixed or capital assets.
(h) voluntarily suspend its business for more than 7 days in
any 30 day period.
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12. HAZARDOUS WASTE INDEMNIFICATION
The Borrower will indemnify and hold harmless the Bank from any loss
or liability directly or indirectly arising out of the use, generation,
manufacture, production, storage, release, threatened release, discharge,
disposal or presence of a hazardous substance. This indemnity will apply
whether the hazardous substance is on, under or about the Borrower's property
or operations or property leased to the Borrower. The indemnity includes but
is not limited to attorneys' fees (including the reasonable estimate of the
allocated cost of in-house counsel and staff). The indemnity extends to the
Bank, its parent, subsidiaries and all of their directors, officers, employees,
agents, successors, attorneys and assigns. For these purposes, the term
"hazardous substances" means any substance, material, or waste which is or
becomes designated as "hazardous," "toxic," "pollutant,", or "contaminant" or a
similar designation or regulation under any federal, state or local law
(whether under common law, statute, regulation, or otherwise) or judicial
interpretation of such, including without limitation petroleum or natural gas.
This indemnity will survive repayment of the Borrower's obligations to the
Bank.
13. DEFAULT
If any of the following events occurs, the Bank may do one or more of
the following: declare the Borrower in default, stop making any additional
credit available to the Borrower, and require the Borrower to repay its entire
debt immediately and without prior notice. If an event of default occurs under
the paragraph entitled "Bankruptcy," below, with respect to the Borrower, then
the entire debt outstanding under this Agreement will automatically be due
immediately.
13.1 FAILURE TO PAY. The Borrower fails to make a payment under
this Agreement within 10 days after the date when due.
13.2 LIEN PRIORITY. The Bank fails to have an enforceable first
lien (except for any prior liens to which the Bank has consented in writing) on
or security interest in any property given as security for this loan.
13.3 FALSE INFORMATION. The Borrower has given the Bank false or
misleading information or representations.
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13.4 BANKRUPTCY. The Borrower files a bankruptcy petition, a
bankruptcy petition is filed against the Borrower or the Borrower makes a
general assignment for the benefit of creditors. The default will be deemed
cured if any bankruptcy petition filed against the Borrower is dismissed within
a period of 60 days after the filing; provided, however, that the Bank will not
be obligated to extend any additional credit to the Borrower during that
period.
13.5 RECEIVERS. A receiver or similar official is appointed for the
Borrower's business, or the business is terminated.
13.6 LAWSUITS. Any lawsuit or lawsuits are filed on behalf of one
or more trade creditors against the Borrower in an aggregate amount of Two
Hundred Fifty Thousand Dollars ($250,000) or more in excess of any insurance
coverage.
13.7 JUDGMENTS. Any judgments or arbitration awards are entered
against the Borrower, or the Borrower enters into any settlement agreements
with respect to any litigation or arbitration, in an aggregate amount of Two
Hundred Fifty Thousand Dollars ($250,000) or more in excess of any insurance
coverage.
13.8 GOVERNMENT ACTION. Any government authority takes action that
the Bank believes materially adversely affects the Borrower's financial
condition or ability to repay.
13.9 MATERIAL ADVERSE CHANGE. A material adverse change occurs in
the Borrower's business condition (financial or otherwise), operations,
properties or prospects, or ability to repay the credit.
13.10 CROSS-DEFAULT. Any default occurs under any agreement in
connection with any credit the Borrower has obtained from anyone else or which
the Borrower has guaranteed and such default is not cured or waived within any
cure period applicable thereto.
13.11 DEFAULT UNDER RELATED DOCUMENTS. Any guaranty, subordination
agreement, security agreement, or other document required by this Agreement is
violated or no longer in effect.
13.12 OTHER BANK AGREEMENTS. The Borrower fails to meet the
conditions of, or fails to perform any obligation under any other agreement the
Borrower has with the Bank or any
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affiliate of the Bank, including without limitation BA Leasing & Capital
Group.
13.13 OTHER BREACH UNDER AGREEMENT. The Borrower fails to meet the
conditions of, or fails to perform any obligation under, any term of this
Agreement not specifically referred to in this Article. This includes any
failure or anticipated failure by the Borrower to comply with any financial
covenants set forth in this Agreement, whether such failure is evidenced by
financial statements delivered to the Bank or is otherwise known to the
Borrower or the Bank. If, in the Bank's opinion, the breach is capable of
being remedied, the breach will not be considered an event of default under
this Agreement for a period of thirty (30) days after the date on which the
Bank gives written notice of the breach to the Borrower; provided, however,
that the Bank will not be obligated to extend any additional credit to the
Borrower during that period.
14. ENFORCING THIS AGREEMENT; MISCELLANEOUS
14.1 GAAP. Except as otherwise stated in this Agreement, all
financial information provided to the Bank and all financial covenants will be
made under generally accepted accounting principles, consistently applied.
14.2 CALIFORNIA LAW. This Agreement is governed by California law.
14.3 SUCCESSORS AND ASSIGNS. This Agreement is binding on the
Borrower's and the Bank's successors and assignees. The Borrower each agrees
that it may not assign this Agreement without the Bank's prior consent. The
Bank may sell participations in or assign this loan, and may exchange financial
information about the Borrower with actual or potential participants or
assignees. If a participation is sold or the loan is assigned, the purchaser
will have the right of set-off against the Borrower.
14.4 ARBITRATION.
(a) This paragraph concerns the resolution of any controversies
or claims between the Borrower and the Bank, including but not limited to
those that arise from:
(i) This Agreement (including any renewals,
extensions or modifications of this Agreement);
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(ii) Any document, agreement or procedure related to
or delivered in connection with this Agreement;
(iii) Any violation of this Agreement; or
(iv) Any claims for damages resulting from any
business conducted between the Borrower and the Bank, including
claims for injury to persons, property or business interests (torts).
(b) At the request of the Borrower or the Bank, any such
controversies or claims will be settled by arbitration in accordance with
the United States Arbitration Act. The United States Arbitration Act will
apply even though this Agreement provides that it is governed by
California law.
(c) Arbitration proceedings will be administered by the
American Arbitration Association and will be subject to its commercial
rules of arbitration.
(d) For purposes of the application of the statute of
limitations, the filing of an arbitration pursuant to this paragraph is
the equivalent of the filing of a lawsuit, and any claim or controversy
which may be arbitrated under this paragraph is subject to any applicable
statute of limitations. The arbitrators will have the authority to decide
whether any such claim or controversy is barred by the statute of
limitations and, if so, to dismiss the arbitration on that basis.
(e) If there is a dispute as to whether an issue is arbitrable,
the arbitrators will have the authority to resolve any such dispute.
(f) The decision that results from an arbitration proceeding
may be submitted to any authorized court of law to be confirmed and
enforced.
(g) The procedure described above will not apply if the
controversy or claim, at the time of the proposed submission to
arbitration, arises from or relates to an obligation to the Bank secured
by real property located in California. In this case, both the Borrower
and the Bank
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must consent to submission of the claim or controversy to
arbitration. If both parties do not consent to arbitration, the
controversy or claim will be settled as follows:
(i) The Borrower and the Bank will designate a
referee (or a panel of referees) selected under the auspices of the
American Arbitration Association in the same manner as arbitrators
are selected in Association-sponsored proceedings;
(ii) The designated referee (or the panel of
referees) will be appointed by a court as provided in California Code
of Civil Procedure Section 638 and the following related sections;
(iii) The referee (or the presiding referee of the
panel) will be an active attorney or a retired judge; and
(iv) The award that results from the decision of the
referee (or the panel) will be entered as a judgment in the court
that appointed the referee, in accordance with the provisions of
California Code of Civil Procedure Sections 644 and 645.
(h) This provision does not limit the right of the Borrower or
the Bank to:
(i) exercise self-help remedies such as setoff;
(ii) foreclose against or sell any real or personal
property collateral; or
(iii) act in a court of law, before, during or after
the arbitration proceeding to obtain:
(A) an interim remedy; and/or
(B) additional or supplementary remedies.
(i) The pursuit of or a successful action for interim,
additional or supplementary remedies, or the filing of a court action,
does not constitute a waiver of the right of the Borrower or the Bank,
including the suing party, to
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submit the controversy or claim to arbitration if the other party contests
the lawsuit. However, if the controversy or claim arises from or relates
to an obligation to the Bank which is secured by real property located in
California at the time of the proposed submission to arbitration, this
right is limited according to the provision above requiring the consent of
both the Borrower and the Bank to seek resolution through arbitration.
(j) If the Bank forecloses against any real property securing
this Agreement, the Bank has the option to exercise the power of sale
under the deed of trust or mortgage, or to proceed by judicial
foreclosure.
14.5 SEVERABILITY; WAIVERS. If any part of this Agreement is not
enforceable, the rest of the Agreement may be enforced. The Bank retains all
rights, even if it makes a loan after default. If the Bank waives a default,
it may enforce a later default. Any consent or waiver under this Agreement
must be in writing.
14.6 ADMINISTRATION COSTS. The Borrower shall pay the Bank for all
reasonable costs incurred by the Bank in connection with administering this
Agreement.
14.7 ATTORNEYS' FEES. The Borrower shall reimburse the Bank for any
reasonable costs and attorneys' fees incurred by the Bank in connection with
the enforcement or preservation of any rights or remedies under this Agreement
and any other documents executed in connection with this Agreement, and
including any amendment, waiver, "workout" or restructuring under this
Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing
party is entitled to recover costs and reasonable attorneys' fees incurred in
connection with the lawsuit or arbitration proceeding, as determined by the
court or arbitrator. In the event that any case is commenced by or against the
Borrower under the Bankruptcy Code (Title 11, United States Code) or any
similar or successor statute, the Bank is entitled to recover costs and
reasonable attorneys' fees incurred by the Bank related to the preservation,
protection, or enforcement of any rights of the Bank in such a case. As used
in this paragraph, "attorneys' fees" includes the allocated costs of the Bank's
in-house counsel.
14.8 ONE AGREEMENT. This Agreement and any related security or
other agreements required by this Agreement,
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collectively:
(a) represent the sum of the understandings and agreements
between the Bank and the Borrower concerning this credit;
(b) replace any prior oral or written agreements between the
Bank and the Borrower concerning this credit; and
(c) are intended by the Bank and the Borrower as the final,
complete and exclusive statement of the terms agreed to by them.
In the event of any conflict between this Agreement and any other agreements
required by this Agreement, this Agreement will prevail.
14.9 INDEMNIFICATION. The Borrower will indemnify and hold the Bank
harmless from any loss, liability, damages, judgments, and costs of any kind
relating to or arising directly or indirectly out of (a) this Agreement or any
document required hereunder, (b) any credit extended or committed by the Bank
to the Borrower hereunder, and (c) any litigation or proceeding related to or
arising out of this Agreement, any such document, or any such credit. This
indemnity includes but is not limited to attorneys' fees (including the
allocated cost of in-house counsel). This indemnity extends to the Bank, its
parent, subsidiaries and all of their directors, officers, employees, agents,
successors, attorneys, and assigns. This indemnity will survive repayment of
the Borrower's obligations to the Bank. All sums due to the Bank hereunder
shall be obligations of the Borrower, due and payable immediately without
demand.
14.10 NOTICES. All notices required under this Agreement shall be
personally delivered or sent by first class mail, postage prepaid, to the
addresses on the signature page of this Agreement, or to such other addresses
as the Bank, the Borrower may specify from time to time in writing.
14.11 HEADINGS. Article and paragraph headings are for reference
only and shall not affect the interpretation or meaning of any provisions of
this Agreement.
14.12 COUNTERPARTS. This Agreement may be executed in as many
counterparts as necessary or convenient, and by the different parties on
separate counterparts each of which, when so
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executed, shall be deemed an original but all such counterparts shall
constitute but one and the same agreement.
14.13 PRIOR AGREEMENT SUPERSEDED. This Agreement supersedes the
Business Loan Agreement entered into as of June 25 1996 among the Bank, the
Borrower, and any credit outstanding thereunder shall be deemed to be
outstanding under this Agreement.
This Agreement is executed as of the date stated at the top of the first page.
BANK OF AMERICA NATIONAL TRUST BORROWER
AND SAVINGS ASSOCIATION
IMPCO TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxxxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------
Title: Vice President ----------------------------
Title: CFO
Address where notices to the
Bank are to be sent: By:
----------------------------
525 S. Flower Street,
Mezzanine Level Title:
Xxx Xxxxxxx, XX 00000 -------------------------
Address where notices to the
Borrower are to be sent:
00000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
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