First Amendment to Loan Agreement among Starcraft Automotive Group, National Mobility Corporation, Starcraft Corporation, Imperial Automotive Group, and Foothill Capital

Summary

This amendment updates the terms of a loan agreement between Starcraft Automotive Group, National Mobility Corporation, Starcraft Corporation, Imperial Automotive Group, and Foothill Capital Corporation. The main change increases the maximum revolving loan amount to $16 million for a limited period, after which it reverts to $14 million. The amendment confirms that all other terms of the original agreement remain in effect, and it requires that no default has occurred for the changes to take effect. The companies also agree to cover related legal and administrative costs.

EX-4.15.B 3 ex4_152.txt FIRST AMENDMENT TO LOAN AGREEMENT Exhibit 4.15(b) --------------- 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/ Michael H. Schoeffler --------------------------------- Title: Senior Vice President ------------------------------ NATIONAL MOBILITY CORPORATION, an Indiana corporation By: /s/ Michael H. Schoeffler --------------------------------- Title: Senior Vice President ------------------------------ IMPERIAL AUTOMOTIVE GROUP, INC., an Indiana corporation By: /s/ Michael H. Schoeffler --------------------------------- Title: Senior Vice President ------------------------------ STARCRAFT CORPORATION, an Indiana corporation By: /s/ Michael H. Schoeffler --------------------------------- Title: President ------------------------------ FOOTHILL CAPITAL CORPORATION, a California corporation By: /s/ Scott D. Ryan --------------------------------- Title: Vice President ------------------------------