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EXHIBIT 10.1
[BANK OF AMERICA LOGO]
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AMENDMENT TO DOCUMENTS
AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT
This Amendment No. 1 (the "Amendment") dated as of DECEMBER 11, 2000, is
between Bank of America, N.A. (the "Bank") and Edelbrock Corporation (the
"Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of January 26, 2000 (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 In Subparagraph (a) of Paragraph 1.1 of the Agreement, the
amount "Five Million Dollars ($5,000,000)" is substituted for
the amount "Two Million Dollars ($2,000,000)".
2.2 In Subparagraph (a)(iii) of Paragraph 1.6 of the Agreement, the
amount "Five Million Dollars ($5,000,000)" is substituted for
the amount "Two Million Dollars ($2,000,000)".
2.3 Paragraph 6.6 of the Agreement is hereby deleted.
2.4 Subparagraph (g) of Paragraph 6.14 of the Agreement is amended
to read in its entirety as follows:
"(g) acquire or purchase a business or its assets for a
consideration, including assumption of direct or contingent
debt, in excess of Five Hundred Thousand Dollars ($500,000)
in the aggregate, which shall not be unreasonably withheld,
with the exception of acquiring the assets of Xxxxxxx
Performance Products, Inc. in the amount of Three Million
Two Hundred Thousand Dollars ($3,200,000)."
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 except those events, if any, that have been disclosed in
writing to the Bank or waived in writing by the Bank, (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 A Corporate Resolution to Obtain Credit certified by the
Borrower's Corporate Secretary in the amount of Five Million
Dollars ($5,000,000).
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.
This Amendment is executed as of the date stated at the beginning of this
Amendment.
BANK OF AMERICA, N.A. Edelbrock Corporation
X /s/ XXXXXX X. XXXXX X /s/ XXXXXXX X. XXXXXXXX
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By: Xxxxxx X. Xxxxx, Vice President By Xxxxxxx X. Xxxxxxxx, Executive
Vice President
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[BANK OF AMERICA LOGO]
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CORPORATE RESOLUTION TO OBTAIN CREDIT
RESOLVED, that this corporation, Edelbrock Corporation, may:
1. borrow money from Bank of America, N.A. ("Bank");
2. obtain for the account of this corporation commercial and standby
letters of credit issued by Bank;
3. obtain for the account of this corporation Bank's acceptance of drafts
and other instruments; and
4. discount with or sell to Bank notes, acceptances, drafts, receivables
and other evidences of indebtedness, and assign or otherwise transfer to Bank
any security interest or lien for such obligations;
from time to time, in such amount or amounts as in the judgment of the
Authorized Officers (as hereinafter defined) this corporation may require (the
credit facilities described in the first part of this resolution are
collectively referred to herein as the "Credit Facilities"); provided, however,
that the aggregate principal amount outstanding at any one time under the
Credit Facilities authorized by this resolution shall not exceed the sum of
Five Million and 00/100 Dollars ($5,000,000.00), which sum shall be in addition
to such other amount or amounts as otherwise may be authorized.
RESOLVED FURTHER, that this corporation is authorized to enter into one
or more agreements with the Bank relating to any interest rate swap, any
forward rate transaction, any interest rate cap or collar transaction, any
similar transaction, any option to enter into any of the foregoing or any
combination of any of the foregoing, which agreements may be oral or in writing
(collectively referred to herein as "Swap Contracts").
RESOLVED FURTHER, that this corporation is authorized to enter into
contracts for the purchase and sale of foreign exchange, either spot or
forward, with Bank, from time to time, in such amounts as in the judgment of
the Authorized Officers this corporation may require.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and
directed, as security for any obligation or obligations of this corporation to
Bank, whether arising pursuant to these resolutions or otherwise, to grant in
favor of Bank a security interest in or lien on any real or personal property
belonging to or under the control of this corporation.
RESOLVED FURTHER, that
1. If only one signature is obtained, any one of the following:
a. O. Xxxxxx Xxxxxxxxx, President
b. Xxxxxxx X. Xxxxxxxx, Executive Vice President
c. Xxxxxxxxx X. Xxxxx, Vice President-Finance
d.
e.
f.
2. If two signatures are obtained, any one of the following:
a.
b.
c.
d.
e.
f.
together with any one of the following:
g.
h.
i.
j.
k.
l.
of this corporation, acting individually or in any combination as may be set
forth above (the "Authorized Officers"), are hereby authorized and directed, in
the name of this corporation, to execute and deliver to Bank, and Bank is
requested to accept:
a. the notes, credit agreements, advance account agreements, acceptance
agreements, letter of credit applications and agreements, purchase agreements
or other instruments, agreements and documents which evidence the obligations
of this corporation under the Credit Facilities obtained or to be obtained
pursuant to these resolutions;
b. any and all security agreements, deeds of trust, mortgages, financing
statements, fixture filings or other instruments, agreements and documents with
respect to any security interest or lien authorized to be given pursuant to
these resolutions;
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c. any master agreement and the related schedule, confirmation or other
agreement or certificate as Bank may require relating to Swaps Contracts; and
d. any other instruments, agreements and documents as Bank may require and
the Authorized Officers may approve.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and
directed, in the name of this corporation, to endorse, assign to Bank, and
deliver to Bank, any and all notes, acceptances, drafts, receivables and other
evidences of indebtedness discounted with or sold to Bank, together with any
security interest or lien for such obligations, and to guarantee the payment of
the same to Bank.
RESOLVED FURTHER, that any and all of the instruments, agreements and
documents referred to above may contain such recitals, covenants, agreements
and other provisions as Bank may require and the Authorized Officers may
approve, and the execution of such instruments, agreements and documents by the
Authorized Officers shall be conclusive evidence of such approval, and that the
Authorized Officers are authorized from time to time to execute renewals or
extensions of any and all such instruments, agreements and documents.
RESOLVED FURTHER, that Bank is authorized to act upon the foregoing
resolutions until written notice of revocation is received by Bank, and that
the authority hereby granted shall apply with equal force and effect to the
successors in office of the Authorized Officers.
CORPORATE SECRETARY'S CERTIFICATE
I, Xxxxx Xxxxxxxxx, Secretary of Edelbrock Corporation, a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certify that the foregoing is a full, true and correct
copy of resolutions of the Board of Directors of the Corporation, duly and
regularly adopted by the Board of Directors of the Corporation in all respects
as required by law and the by-laws of the Corporation on Monday, December 11,
2000 at a meeting at which a quorum of the Board of Directors of the
Corporation was present and the requisite number of such directors voted in
favor of said resolutions, or by the unanimous consent in writing of all
members of the Board of Directors of the Corporation to the adoption of said
resolutions.
I further certify that said resolutions are still in full force and effect
and have not been amended or revoked, and that the specimen signatures
appearing below are the signatures of the officers authorized to sign for the
Corporation by virtue of such resolutions.
Date: December 11, 2000
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AUTHORIZED SIGNATURES:
x /s/ O. XXXXXX XXXXXXXXX x /s/ XXXXX XXXXXXXXX-XXXX
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O. Xxxxxx Xxxxxxxxx, President Xxxxx Xxxxxxxxx-Xxxx
Secretary of
Edelbrock Corporation
a Delaware corporation
x /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, Executive
Vice President
x /s/ XXXXXXXXX X. XXXXX Affix Corporate Seal Here.
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Xxxxxxxxx X. Xxxxx, Vice President -
Finance
x
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x
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x
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