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EXHIBIT 10.22
Bank of America
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Amendment to Documents
AMENDMENT NO. 5 TO BUSINESS LOAN AGREEMENT
This Amendment No. 5 (the "Amendment") dated as of December 13, 2000,
is between Bank of America, N.A. (the "Bank") and IMPCO Technologies, Inc. (the
"Borrower").
RECITALS
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A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of September 13, 1999, as previously amended (the
"Agreement").
B. The Bank and the Borrower desire to restructure the term loans
outstanding under Facility No. 3, Facility No. 4, and Facility No. 6 of the
Agreement into a single term loan under Facility No. 2 of the Agreement and to
revise the payment schedule accordingly.
C. The Bank and the Borrower also desire to add a new non-revolving
facility to the Agreement as a new Article 3 of the Agreement.
AGREEMENT
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1. Definitions. Capitalized terms used but not defined in this
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Amendment shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
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2.1 In Paragraph 1.1(a) of the Agreement is amended to read in its
entity as follows:
"(a) During the availability period described below, the Bank
will provide a line of credit to the Borrower. The amount of
the line of credit (the "Facility No. 1 Commitment") is Ten
Million Dollars ($10,000,000)."
2.2 Article 2 through Article 6 of the Agreement are amended in their
entirety as follows:
"2. FACILITY NO. 2: TERM LOAN AMOUNT AND TERMS.
2.1 Outstanding Term Loans. There are outstanding from the
Bank to the Borrower the following term loans:
Original Amount Obligation Number Amount Outstanding
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$3,992,520.78 265 $1,831,260.78
$ 911,500.00 448 $ 273,500.00
$5,000,000.00 513 $5,000,000.00
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Total $7,104,760.78
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The combined principal balance of these term loans shall be
subject to the terms and conditions of this Article 2.
2.2 Interest Rate. Unless the Borrower elects an optional
interest rate as described below, the interest rate is the
Bank's Prime Rate minus 2.0 percent point(s).
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2.3 Repayment Terms.
(a) The Borrower will pay interest on December 31, 2000, and then
monthly thereafter until payment in full of any principal
outstanding under this line of credit.
(b) The Borrower will repay principal in twenty (20) successive
quarterly installments of Three Hundred Fifty Five Thousand Two
Hundred Thirty Eight Dollars ($355,238) starting December 31,
2000. On September 30, 2005, the Borrower will repay the
remaining principal balance plus any interest then due.
(c) The Borrower may prepay the loan in full or in part at any time.
The prepayment will be applied to the most remote payment of
principal due under this Agreement.
2.4 Optional Interest Rates. Instead of the interest rate based on
the Bank's Prime Rate, the Borrower may elect the optional
interest rates listed below for this Facility No. 2 during
interest periods agreed to by the Bank and the Borrower. The
optional interest rates shall be subject to the terms and
conditions described later in this Agreement. Any principal
amount bearing interest at an optional rate under this Agreement
is referred to as a "Portion." The following optional interest
rates are available:
(a) the IBOR Rate plus 0.5 percentage points.
(b) the LIBOR Rate plus 0.5 percentage points.
3. FACILITY NO. 3: NON-REVOLVING LINE OF CREDIT AMOUNT AND TERMS.
3.1 Line of Credit Amount.
(a) During the availability period described below, the Bank will
provide a line of credit to the Borrower. The amount of the
line of credit (the "Facility No. 3 Commitment") is Five Million
and 00/100 Dollars ($5,000,000.00).
(b) This is a non-revolving line of credit with a term repayment
option, and providing for cash advances. Any amount borrowed,
even if repaid before the end of the availability period,
permanently reduces the remaining available line of credit.
(c) The Borrower agrees not to permit the outstanding principal
balance of advances under the line of credit to exceed the
Facility No. 3 Commitment.
3.2 Availability Period. The line of credit is available between
the date of this Agreement and August 31, 2001, or such earlier
date as the availability may terminate as provided in this
Agreement (the "Facility No. 3 Expiration Date").
3.3 Interest Rate. Unless the Borrower elects an optional interest
rate as described below, the interest rate is the Bank's Prime
Rate minus 2 percentage points.
3.4 Repayment Terms.
(a) The Borrower will pay interest on December 31, 2000, and then
monthly thereafter until payment in full of any principal
outstanding under this line of credit.
(b) The Borrower will repay the principal amount outstanding on
Facility No. 3 in twenty (20) successive equal quarterly
installments starting November 30, 2001. On August 31, 2006,
the Borrower will repay the remaining principal balance plus any
interest then due.
(c) The Borrower may prepay the loan in full or in part at any time.
The prepayment will be applied to the most remote payment of
principal due under this Agreement.
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3.5 Optional Interest Rates. Instead of the interest rate based on
the Bank's Prime Rate, the Borrower may elect the optional
interest rates for this Facility No. 3 listed below during
interest periods agreed to by the Bank and the Borrower. The
optional interest rates shall be subject to the terms and
conditions described later in this Agreement. Any principal
amount bearing interest at an optional rate under this Agreement
is referred to as a "Portion." The following optional interest
rates are available:
(a) the IBOR Rate plus 0.5 percentage points.
(b) the LIBOR Rate plus 0.5 percentage points.
FACILITY NO. 4: Intentionally deleted.
FACILITY NO. 5: Intentionally deleted.
FACILITY NO. 6: Intentionally deleted.
2.3 Paragraph 8.2 of the Agreement is amended in its entirety to read as
follows:
8.2 IBOR Rate. The election of IBOR Rates shall be subject to the
following terms and requirements:
(a) The interest period during which the IBOR Rate will be in effect
will be no shorter than 30 days and no longer than one year.
The last day of the interest period will be determined by the
Bank using the practices of the offshore dollar inter-bank
market.
(b) Each IBOR Rate Portion will be for an amount not less than Five
Hundred Thousand Dollars ($500,000).
(d) The Borrower may not elect an IBOR Rate with respect to any
principal amount which is scheduled to be repaid before the last
day of the applicable interest period.
(e) The "IBOR Rate" means the interest rate determined by the
following formula, rounded upward to the nearest 1/100 of one
percent. (All amounts in the calculation will be determined by
the Bank as of the first day of the interest period.)
IBOR RATE = IBOR Base Rate
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(1.00 - Reserve Percentage)
Where,
(i) "IBOR Base Rate" means the interest rate at which the
Bank's Grand Cayman Branch, Grand Cayman, British West
Indies, would offer U.S. dollar deposits for the applicable
interest period to other major banks in the offshore dollar
inter-bank market.
(ii) "Reserve Percentage" means the total of the maximum reserve
percentages for determining the reserves to be maintained
by member banks of the Federal Reserve System for
Eurocurrency Liabilities, as defined in Federal Reserve
Board Regulation D, rounded upward to the nearest 1/100 of
one percent. The percentage will be expressed as a
decimal, and will include, but not be limited to, marginal,
emergency, supplemental, special, and other reserve
percentages.
(f) Each prepayment of an IBOR Rate Portion, whether voluntary, by
reason of acceleration or otherwise, will be accompanied by the
amount of accrued interest on the amount prepaid, and a
prepayment fee as described below. A "prepayment" is a payment
of an amount on a date earlier than the scheduled payment date
for such amount as required by this Agreement.
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(g) The prepayment fee shall be in an amount sufficient to
compensate the Bank for any loss, cost or expense incurred by it
as a result of the prepayment, including any loss of anticipated
profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Portion or
from fees payable to terminate the deposits from which such
funds were obtained. The Borrower shall also pay any customary
administrative fees charged by the Bank in connection with the
foregoing. For purposes of this paragraph, the Bank shall be
deemed to have funded each Portion by a matching deposit or
other borrowing in the applicable interbank market, whether or
not such Portion was in fact so funded.
(h) The Bank will have no obligation to accept an election for an
IBOR Rate Portion if any of the following described events has
occurred and is continuing:
(i) Dollar deposits in the principal amount, and for periods
equal to the interest period, of an IBOR Rate Portion are
not available in the offshore dollar inter-bank market; or
(ii) the IBOR Rate does not accurately reflect the cost of an
IBOR Rate Portion."
2.4 Paragraph 9.1 of the Agreement is amended in part to delete
reference Facility No. 5 Commitment and Facility No. 6 Commitment,
and add the Facility No. 3 Commitment.
2.5 In Paragraph 10.1 of the Agreement, a new collateral item is added
as follows:
(e) Nations Cash Reserves - Capital Shares.
2.6 A new Paragraph 14.1A is added to the Agreement to read in its
entirety as follows:
14.1A Use of Proceeds (Facility No. 3). To use the proceeds of
Facility No. 3 only for financing capital expenditures.
2.7 In Paragraph 14.5 of the Agreement, the first sentence is amended to
read in its entirety as follows:
"To maintain on a consolidated basis a ratio of total interest
bearing debt, plus the undrawn amounts of any outstanding letters of
credit to EBITDA, not exceeding (i) 2.90:1.00 from April 30, 2000
through July 31, 2000, (ii) 8.0:1.0 from August 1, 2000 through
October 31, 2000, and (iii) 2.75:1.00 from November 1, 2000 and
thereafter."
2.8 Paragraph 14.6 of the Agreement is deleted in its entirety.
3. Representations and Warranties. When the Borrower signs this
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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
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following items, in form and content acceptable to the Bank:
4.1 A Security Agreement (Securities) executed by the Borrower.
4.2 a UCC-1 Financing Statement executed by the Borrower.
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5. Effect of Amendment. Except as provided in this Amendment, all of the
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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. IMPCO Technologies, Inc.
X /s/ Jeffrey A. Thorn X /s/ Brian Olson
_________________________________ _____________________________________
By: Jeffrey A. Thorn, Vice President By: Brian Olson, Chief Financial Officer
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