Exhibit 4.15(b)
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FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") is entered into as of September 28,
1999, among Starcraft Automotive Group, Inc. ("SAG"), an Indiana corporation,
National Mobility Corporation ("NMC"), an Indiana corporation, Starcraft
Corporation ("SC"), an Indiana corporation, and Imperial Automotive Group, Inc.
("IAG"), an Indiana corporation (SAG, NMC, SC and IAG are each individually a
"Company", and collectively "Companies"), and Foothill Capital Corporation, a
California corporation ("Lender").
WHEREAS, Companies and Lender are parties to a Loan and Security Agreement
dated as of November 20, 1998 (as amended from time to time), the "Loan
Agreement"); and
WHEREAS, Companies have requested that Lender amend the Loan Agreement, and
Lender has agreed to do so subject to the terms and conditions contained herein;
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan
Agreement.
2. Amendments to Loan Agreement. Subject to the satisfaction of the conditions
set forth in Section 4 hereof, the Loan Agreement is hereby amended as
follows:
(a) Section 1.1 of the Loan Agreement ("Definitions") is hereby amended to
delete the defined term "Maximum Revolving Amount" and replace it in its
entirety with the following:
"Maximum Revolving Amount" means $14,000,000 (or for the period
beginning September ___, 1999 and ending October 31, 1999, $16,000,000)
less (a) the outstanding principal amount of the Term Loan and (b) the
Tecstar Obligations.
(b) Section 1.1 of the Loan Agreement ("Definitions") is hereby amended to
delete the defined term "Maximum Amount" and replace it in its entirety
with the following:
"Maximum Amount" means, as of any date of determination, $14,000,000
(or for the period beginning September ___, 1999 and ending October 31,
1999, $16,000,000).
3. Ratification. This Amendment, subject to satisfaction of the conditions
provided below, shall constitute amendment to the Loan Agreement and all of
the Loan Documents as appropriate to express the agreements contained
herein. In all other respects, the Loan Agreement and the Loan Documents
shall remain unchanged and in full force and effect in accordance with
their original terms.
4. Condition to Effectiveness. Subject to Section 5 below, the amendment to
the Loan Agreement set forth in this Amendment shall become effective as of
the date of this Amendment and upon the satisfaction of the following
condition precedent in form and substance satisfactory to Lender: that no
Event of Default or event which, with the giving of notice or the passage
of time, or both, would become an Event of Default, shall have occurred and
be continuing, and, after giving effect to the amendment contained herein,
no Event of Default or event, which, with the giving of notice or the
passage of time, or both, would become an Event of Default, shall have
occurred and be continuing.
5. Miscellaneous.
(a) Warranties and Absences of Defaults. In order to induce Lender to enter
into this Amendment, each Company hereby warrants to Lender, as of the date
hereof, that:
(i) The warranties of each Company contained in the Loan agreement, as
herein amended, are true and correct as of the date hereof as if made
on the date hereof.
(ii) All information, reports and other papers and data heretofore
furnished to Lender by each Company in connection with this Amendment,
the Loan Agreement and the other Loan Documents are accurate and
correct in all material respects and complete insofar as may be
necessary to give Lender true and accurate knowledge of the subject
matter thereof. Each Company has disclosed to Lender every fact of
which it is aware which would reasonably be expected to materially and
adversely affect the business, operations or financial condition of
such Company or the ability of such Company to perform its obligation
under this Amendment, the Loan Agreement or under any of the other
Loan Documents. None of the information furnished to Lender by or on
behalf of each Company contained any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the
statements contained herein or therein no materially misleading.
(iii)No Event of Default or event which, with giving of notice or the
passage of time, or both, would become an Event of Default, exists as
of the date hereof.
(b) Expenses. Each Company agrees to jointly and severally pay on demand all
costs and expenses of Lender (including the reasonable fees and expenses of
outside counsel for Lender) in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment and
all other instruments or documents provided for herein or delivered or to
be delivered hereunder or in connection herewith. In addition, each Company
agrees to jointly and severally pay, and save Lender harmless from all
liability for, any stamp or other taxes which may be payable in connection
with the execution or delivery of this Amendment or the Loan Agreement, as
amended hereby, and the execution and delivery of any instruments or
documents provided for herein or delivered hereunder or in connection
herewith. All obligations provided in this Section 5(b) shall survive any
termination of this Amendment and the Loan Agreement as amended hereby.
(c) Governing Law. This Amendment shall be a contract made under and governed
by the internal laws of the State of Illinois.
(d) Counterparts. This Amendment may be executed in any number of counterparts,
and by the parties hereto on the same or separate counterparts, and each
such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and
the same Amendment.
(e) Reference to Loan Agreement. On and after the effectiveness of the
amendment to the Loan Agreement accomplished hereby, each reference in the
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein," or
words of the like import, and each reference to the Loan Agreement in any
Loan Documents, or other agreements, documents or other instruments
executed and delivered pursuant to the Loan Agreement, shall mean and be a
reference to the Loan Agreement, as amended by this Amendment.
(f) Successors. This Amendment shall be binding upon each Company, Lender and
their respective successors and assigns, and shall inure to the benefit of
each Company, Lender and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized and delivered as
of the date first above written.
STARCRAFT AUTOMOTIVE GROUP, INC.,
an Indiana corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Senior Vice President
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NATIONAL MOBILITY CORPORATION,
an Indiana corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Senior Vice President
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IMPERIAL AUTOMOTIVE GROUP, INC.,
an Indiana corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Senior Vice President
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STARCRAFT CORPORATION,
an Indiana corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: President
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FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ Xxxxx X. Xxxx
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Title: Vice President
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