Exhibit 10.2
4/09/01
FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First Amendment")
is made as of the 9 day of April, 2001 by and among ▇▇▇▇▇▇ Performance Products,
Inc. ("▇▇▇▇▇▇"), a Delaware corporation with its chief executive office and
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇ Performance Systems, Inc. ("▇▇▇▇▇▇ Systems"), a
Delaware corporation with its chief executive office and principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇
Automotive Industries, Inc. ("▇▇▇▇▇▇"), a California corporation with its chief
executive office and principal places of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Lunati Cams, Inc. ("Lunati"), a Tennessee corporation
with its chief executive office and principal place of business at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Lunati & ▇▇▇▇▇▇ Pistons, Incorporated ("Lunati
& ▇▇▇▇▇▇"), a Mississippi corporation with its chief executive office and
principal place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇; LMT Motor Sports Corporation ("LMT"), a Mississippi corporation with its
chief executive office and principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Nitrous Oxide Systems, Inc. ("NOS"), a California
corporation with its chief executive office and principal place of business at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Earl's Supply, Inc.
("Earl's"), a California corporation with its chief executive office and
principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇; ▇▇▇▇▇ Manufacturing, Inc. ("▇▇▇▇▇"), an Arizona corporation with its
chief executive office and principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Hooker Industries, Inc. ("Hooker"), a
California corporation with its chief executive office and principal place of
business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; the lenders who
are signatories hereto ("Lenders"); and FLEET CAPITAL CORPORATION ("FCC"), a
Rhode Island corporation with an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as agent for Lenders hereunder (FCC, in such capacity,
being "Agent"). ▇▇▇▇▇▇, ▇▇▇▇▇▇ Systems, Weiand, Lunati, Lunati & ▇▇▇▇▇▇, LMT,
NOS, Earl's, ▇▇▇▇▇ and ▇▇▇▇▇▇ are hereinafter sometimes referred to individually
as a "Borrower" and collectively as "Borrowers."
W I T N E S S E T H:
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WHEREAS, Borrowers, Agent and Lenders entered into a certain Loan and
Security Agreement dated as of December 29, 2000 (said Loan and Security
Agreement is hereinafter referred to as the "Loan and Security Agreement"); and
WHEREAS, Borrowers desire to amend and modify certain provisions of the
Loan and Security Agreement and, subject to the terms hereof, Agent and Lenders
are willing to agree to such amendments and modifications;
NOW THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and any extension of credit heretofore, now or
hereafter made by Agent and Lenders to Borrowers, the parties hereto hereby
agree as follows:
1. Definitions. All capitalized terms used herein without definition shall
have the meanings given to them in the Loan and Security Agreement.
2. Amended Definition. The definition of "Obligations" contained in the
Loan and Security Agreement is hereby deleted and the following is
inserted in its stead.
"Obligations - all Loans and all other advances, debts,
liabilities, obligations, covenants and duties, together with all
interest, fees and other charges thereon, owing, arising, due or
payable from Borrowers or any one of them to Bank, Agent or any Lender
of any kind or nature, present or future, whether or not evidenced by
any note, guaranty or other instrument, arising under the Agreement, or
any of the other Loan Documents, or under any interest rate protection
agreement, swaps or caps, foreign exchange or currency hedge or similar
agreement or any cash management agreement (including, without
limitation, any automated clearing house, other overdraft liability and
liabilities relating from credit card obligations or guarantees of
credit obligations) whether direct or indirect (including those
acquired by assignment), absolute or contingent, primary or secondary,
due or to become due, now existing or hereafter arising and however
acquired."
3. Execution in Counterparts. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
4. Continuing Effect. Except as otherwise specifically set out herein, the
provisions of the Loan and Security Agreement shall remain in full
force and effect.
(SIGNATURE PAGE FOLLOWS)
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(SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT)
IN WITNESS WHEREOF, this First Amendment has been duly executed as of
the day and year specified at the beginning hereof.
FLEET CAPITAL CORPORATION,
("Agent" and a "Lender")
By: /s/ ▇▇▇▇▇▇ ▇. Bartkowsky
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Name: ▇▇▇▇▇▇ ▇. Bartkowsky
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Title: SVP
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▇▇▇▇▇▇ PERFORMANCE PRODUCTS, INC. (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & Sec
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▇▇▇▇▇▇ PERFORMANCE SYSTEMS, INC. (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & Sec
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▇▇▇▇▇▇ AUTOMOTIVE INDUSTRIES, INC. (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & Sec
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LUNATI CAMS, INC., (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & Sec
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LUNATI & ▇▇▇▇▇▇ PISTONS, INCORPORATED (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & SFC
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LMT MOTOR SPORTS CORPORATION (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & SFC
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NITROUS OXIDE SYSTEMS, INC. (a Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & SFC
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EARL'S SUPPLY COMPANY (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & SFC
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▇▇▇▇▇ MANUFACTURING, INC. (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & SFC
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HOOKER INDUSTRIES, INC. (a "Borrower")
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
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Title: VP - CFO & SFC
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