Exhibit 10.2
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT (this "Amendment") is entered into as of
March 30, 2001, 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, Section 7.20 of
the Loan Agreement is hereby amended and restated in its entirety, as
follows:
1.20 Financial Covenants.
Fail to maintain:
(A) Tangible Net Worth. Tangible Net Worth of at least (i)
negative $5,550,000 as of the last day of the fiscal quarter
ending on the Sunday closest to Xxxxx 00, 0000, (xx) negative
$4,700,000 as of the last day of the fiscal quarter ending on the
Sunday closest to June 30, 2001, and (iii) negative $3,950,000 as
of the last day of 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 Tangible Net Worth at a level to be determined by
Foothill, which level will be based on Companies' projections
(but in no event will Tangible Net Worth as of the last day of
any such fiscal quarter be less than negative $3,950,000);
(B) EBITDA. EBITDA of at least (i) negative $800,000 for the
fiscal quarter ending on the Sunday closest to March 31,
2001; (ii) $1,565,000 for the fiscal quarter ending on the
Sunday closest to June 30, 2001; and (iii) $1,350,000 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 Companies and Lender of this
Amendment and delivery thereof to Lender;
(b) Waiver Fee. Companies 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, 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 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 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 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. 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 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 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
/s/ Xxxxxxx X. Xxxxxxxxxx
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By: Xxxxxxx X. Xxxxxxxxxx
Title: President, COO, CFO
NATIONAL MOBILITY CORPORATION,
an Indiana corporation
/s/ Xxxxxxx X. Xxxxxxxxxx
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By: Xxxxxxx X. Xxxxxxxxxx
Title: President, COO, CFO
IMPERIAL AUTOMOTIVE GROUP, INC.,
an Indiana corporation
/s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
By: Xxxxxxx X. Xxxxxxxxxx
Title: President, COO, CFO
STARCRAFT CORPORATION,
an Indiana corporation
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
FOOTHILL CAPITAL CORPORATION,
a California corporation
/s/ Xxxxxxx X. XxXxxx
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By: Xxxxxxx X. XxXxxx
Title: Vice President
