Exhibit 10.1
FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is entered into as of March 30, 2001, between Tecstar, LLC, an
Indiana limited liability company, (the "Borrower"), and Foothill Capital
Corporation, a California corporation ("Lender").
WHEREAS, Borrower and Lender are parties to an Amended and Restated Loan
and Security Agreement dated as of December 12, 2000 (as amended from time to
time, the "Loan Agreement"); and
WHEREAS, Borrower has 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. Amendment 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 "Accounts Advance Rate" and
replace it in its entirety with the following:
"Accounts Advance Rate" means 85%.
(b) Section 1.1 of the Loan Agreement ("Definitions") is hereby
amended to delete the defined term "Inventory Advance Rate" and
replace it in its entirety with the following:
"Inventory Advance Rate" means 60%; provided, that at all
times on and after August 31, 2001, Inventory Advance Rate means
25%.
(c) 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 $10,000,000.
(d) Section 1.1 of the Loan Agreement ("Definitions") is hereby
amended to delete the defined term "Tooling Advance Rate" and
replace it in its entirety with the following:
"Tooling and/or Engineering Service Advance Rate" means 85%.
(e) The following Section 7.20 shall be inserted into the Loan
Agreement in appropriate numerical order:
7.20 Financial Covenants.
Fail to maintain EBITDA of at least (i) negative $1,100,000
for the fiscal quarter ending on the Sunday closest to March 31,
2001; (ii) $1,200,000 for the fiscal quarter ending on the Sunday
closest to June 30, 2001; and (iii) $1,625,000 for the fiscal
quarter ending on the Sunday closest to September 30, 2001. For
each fiscal quarter ending after the Sunday closest to September
30, 2001, Companies shall maintain EBITDA at a level to be
determined by Foothill, which level will be based on Companies'
projections (but in no event shall EBITDA for any fiscal quarter
be less than the level of EBITDA required for the corresponding
fiscal quarter in the immediate preceding fiscal year).
Companies agree to deliver to Foothill projections for each
fiscal year prior to the beginning of such fiscal year and such
projections shall be in form and substance acceptable to
Foothill.
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 amendments
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 conditions precedent in form and substance
satisfactory to Lender:
(a) Amendment. Execution by the Borrower and Lender of this Amendment
and delivery thereof to Lender;
(b) Waiver Fee. Borrower shall have paid to Lender a waiver fee of
$5,000; and
(c) No Default. 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 amendments 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 Absence of Defaults. In order to induce Lender to
enter into this Amendment, Borrower hereby warrants to Lender, as
of the date hereof, that:
(i) The warranties of Borrower 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 Borrower 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.
Borrower 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 Borrower or the ability of Borrower to perform
its obligations 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 Borrower
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 not 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. Borrower agrees to 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, Borrower agrees to 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 or to be 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 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 Borrower, Lender
and their respective successors and assigns, and shall inure to
the benefit of Borrower, 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.
TECSTAR, LLC
an Indiana limited liability company
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, COO, CFO
FOOTHILL CAPITAL CORPORATION,
a California corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
REAFFIRMATION
The undersigned, Starcraft Automotive Group, Inc., acknowledges receipt of
the foregoing amendment and hereby reaffirms all of its obligations under the
Continuing Guaranty dated as of December 12, 2000.
STARCRAFT AUTOMOTIVE GROUP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
REAFFIRMATION
The undersigned, Starcraft Corporation, acknowledges receipt of the
foregoing amendment and hereby reaffirms all of its obligations under the
Continuing Guaranty dated as of December 12, 2000.
STARCRAFT CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
REAFFIRMATION
The undersigned, National Mobility Corporation, acknowledges receipt of the
foregoing amendment and hereby reaffirms all of its obligations under the
Continuing Guaranty dated as of December 12, 2000.
NATIONAL MOBILITY CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, COO, CFO
REAFFIRMATION
The undersigned, Imperial Automotive Group, Inc., acknowledges receipt of
the foregoing amendment and hereby reaffirms all of its obligations under the
Continuing Guaranty dated as of December 12, 2000.
IMPERIAL AUTOMOTIVE GROUP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, COO, CFO
REAFFIRMATION
The undersigned, Tecstar, Inc., acknowledges receipt of the foregoing
amendment and hereby reaffirms all of its obligations under the Continuing
Guaranty dated as of December 12, 2000.
TECSTAR, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, COO, CFO
