First Amendment to Loan Agreement between Tecstar Manufacturing Canada Limited and Comerica Bank

Summary

Tecstar Manufacturing Canada Limited and Comerica Bank have amended their original loan agreement dated April 30, 2003. The amendment extends the loan's revolving maturity date to October 1, 2004, and updates financial requirements for Tecstar, including specific debt ratios, net worth, and working capital thresholds for various periods. Tecstar also agrees to cover the bank's amendment-related expenses and releases the bank from any past claims. The amendment is effective upon signing by both parties and acknowledgment by Tecstar, LLC, which confirms its guaranty remains in effect.

EX-4.3 5 ex43.txt AGREEMENT - TECSTAR CANADA/COMERICA BANK Exhibit 4.3 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Agreement") made and delivered this 1st day of August, 2003, by and between TECSTAR MANUFACTURING CANADA LIMITED (the "Company") and COMERICA BANK, a Michigan banking corporation and foreign bank under the Bank Act (Canada) through its Canadian Branch carrying on business under the name Comerica Bank, Canadian Branch (the "Bank"). WITNESSETH: WHEREAS, the Company and the Bank entered into that certain Loan Agreement dated April 30, 2003 (the "Loan Agreement"); WHEREAS, the Company and the Bank desire to amend the terms of the Loan Agreement pursuant to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises above set forth, the covenants, promises and agreements hereinafter described and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Bank agree that the Loan Agreement is amended as follows: 1. The defintion of Revolving Maturity Date set forth in Section 1.1 is amended to read as follows: "Revolving Maturity Date" shall mean October 1, 2004." 2. Section 9.11 of the Agreement is amended to read in its entirety as follows: "The Borrower shall maintain at all times on a combined basis with Tecstar: (a) A ratio of Total Debt to Tangible Net Worth of not more than the following amounts during the periods specified below: December 31, 2002 through September 29, 2003 10.0 to 1.0 September 30, 2003 through March 30, 2004 6.0 to 1.0 March 31, 2004 and thereafter 5.0 to 1.0 (b) A Tangible Net Worth of not less than the following amounts during the periods specified below: December 31, 2002 through March 30, 2003 $1,000,000 March 31, 2003 through June 29, 2003 $1,500,000 June 30, 2003 through September 29, 2003 $2,000,000 September 30, 2003 through December 30, 2003 $2,500,000 December 31, 2003 through March 30, 2004 $2,750,000 March 31, 2004 through June 29, 2004 $3,000,000 June 30, 2004 through September 29, 2004 $3,250,000 September 30, 2004 and thereafter $3,500,000 (c) Working Capital of not less than the following amounts during the periods specified below: December 31, 2002 through March 30, 2003 ($2,500,000) March 31, 2003 through June 29, 2003 ($2,250,000) June 30, 2003 through September 29, 2003 ($2,000,000) September 30, 2003 through December 30, 2003 ($1,750,000) December 31, 2003 through March 30, 2004 ($1,500,000) March 31, 2004 through June 29, 2004 ($1,250,000) June 30, 2004 through September 29, 2004 ($1,000,000) September 30, 2004 and thereafter ($750,000)" 3. All representations, warranties, promises, covenants, or undertakings expressly or impliedly made by the Company in the Loan Agreement are hereby expressly ratified and confirmed as of the date hereof. 4. Except to the extent expressly modified by this Agreement, all terms and conditions of the Loan Agreement shall remain in full force and effect, and the Bank reserves unto itself all rights and privileges granted thereunder. 5. Company agrees to pay all expenses incurred by the Bank in connection with this Amendment, including but not limited to the costs of the Bank's outside legal counsel. 6. Company hereby waives, discharges, and forever releases Bank, Bank's employees, officers, directors, attorneys, stockholders, successors and assigns, from and of any and all claims, causes of action, allegations or assertions that Company has or may have had at any time up through and including the date of this First Amendment to Loan Agreement, against any or all of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to Company or whether any such claims, causes of action, allegations or assertions arose as a result of Bank's actions or omissions in connection with the Loan Agreement, any amendments, extensions, or modifications thereto, or Bank's administration of the Indebtedness. 7. This Amendment shall be effective upon execution hereof by Company and Bank and execution by Tecstar, LLC of the attached Acknowledgment. IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT TO LOAN AGREEMENT as of the day and year first above written. COMERICA BANK, CANADA BRANCH By: /s/ Michael H. Cliff --------------------------------------------- Michael H. Cliff Its: Vice President -------------------------------------------- TECSTAR MANUFACTURING CANADA LIMITED By: /s/ Michael H. Schoeffler --------------------------------------------- Its: President and Chief Operating Officer -------------------------------------------- ACKNOWLEDGMENT The undersigned executed and delivered to the Bank a Guaranty dated August 1, 2003. The undersigned acknowledges the foregoing Amendment and confirms that its obligations under the Guaranty remain in full force and effect subject to no defense, setoff or counterclaim. TECSTAR, LLC By: /s/ Michael H. Schoeffler --------------------------------------------- Its: President and Chief Operating Officer --------------------------------------------