Amended and Restated Loan Purchase and Sale Agreement, dated as of April 23, 2021, between Stadco New Acquisition, LLC and Sunflower Bank, N.A

Exhibit 10.1

AMENDED AND RESTATED LOAN PURCHASE AND SALE AGREEMENT

This AMENDED AND LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”) dated as of April 23, 2021 (“Effective Date”) is by and between STADCO NEW ACQUISITION, LLC, a Delaware limited liability company (“Purchaser”) and SUNFLOWER BANK, N.A. (“Seller”), and agreed to by STADCO, a California corporation (“Borrower”), STADCO ACQUISITION, LLC, a California limited liability company (“Stadco Acquisition”) and STADCO MEXICO, INC., Delaware corporation (collectively, with Stadco Acquisition, the “Guarantors”).

W I T N E S S E T H :

WHEREAS, Purchaser and Borrower are parties to that certain stock purchase agreement pursuant to which Purchaser is buying all of the equity interests of Borrower (as amended from time to time, the “Stock Purchase Agreement”);

WHEREAS, Seller is the owner of the indebtedness obligations of Borrower as set forth in Schedule 1 (the “Loans”) which are secured by the security documents as more particularly described in such corresponding section set forth in Schedule I (collectively, the “Collateral”) and guaranteed by the Guarantors;

WHEREAS, Seller and Purchaser have entered into a Loan Purchase and Sale Agreement dated as of January 26, 2021, regarding purchase of the Loans by Purchaser (the “Original Agreement”);

WHEREAS, Seller and Purchaser desire to amend and restate the Original Agreement to provide adequate time to permit Borrower to expend and apply for forgiveness of the PPP Loan (as defined below);

WHEREAS, the Original Agreement is amended and restated in its entirety by this Agreement, and this Agreement, the exhibits and schedules attached hereto, will govern the present relationship among the Purchaser, Seller, the Borrower and the Guarantors; and

WHEREAS, in accordance with the terms and conditions set forth herein, Purchaser agrees to purchase from Seller and Seller agrees to sell to Purchaser, the Loans and Loan Documents; and

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows:

Purchase Price. All of Borrower’s obligations outstanding under the Loan Documents (including all accrued interest (other than interest accruing at the default rate) but excluding any late fees) minus $1,800,000; provided, that the foregoing purchase price shall be increased by $100,000 on the first day of each calendar month following the date hereof until the Closing Date.

“AS IS” “WHERE IS” BASIS, “WITH ALL FAULTS” AND WITHOUT REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY TYPE, KIND, CHARACTER, OR NATURE (EXCEPT THE EXPRESS REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 5 HEREOF), AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY TYPE, KIND, CHARACTER OR NATURE (EXCEPT THE EXPRESS REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 5HEREOF), AND WITHOUT RECOURSE, EXPRESS OR IMPLIED, OF ANY KIND, TYPE, CHARACTER OR NATURE, SAVE AND EXCEPT, THE EXPRESS REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 5 HEREOF WHICH ARE NOT THEREIN DISCLAIMED.

EACH OF PURCHASER AND SELLER ACKNOWLEDGES THAT (I) THE OTHER PARTY CURRENTLY MAY HAVE, AND LATER MAY COME INTO POSSESSION OF, INFORMATION REGARDING THE LOANS OR THE BORROWER OR THE GUARANTORS THAT IS NOT KNOWN TO IT AND THAT MAY BE MATERIAL TO A DECISION TO ENTER INTO THE TRANSACTION (“EXCLUDED INFORMATION”) AND (II) IT HAS DETERMINED TO ENTER INTO THE TRANSACTION NOTWITHSTANDING ITS LACK OF KNOWLEDGE OF THE EXCLUDED INFORMATION, AND (III) THE OTHER PARTY SHALL HAVE NO LIABILITY TO IT, AND IT HEREBY TO THE EXTENT PERMITTED BY LAW WAIVES AND RELEASES ANY CLAIMS IT MAY HAVE AGAINST THE OTHER PARTY, WITH RESPECT TO THE NONDISCLOSURE OF THE EXCLUDED INFORMATION.

All such communications, if personally delivered, will be conclusively deemed to have been received by a party hereto and to be effective when so delivered, or if sent by fax or email means, on the day on which transmitted, or if sent by overnight courier service, on the day after deposit thereof with such service, or if sent by certified or registered mail, on the third business day after the day on which deposited in the mail.

[EXECUTION ON THE FOLLOWING PAGE]

Executed under seal as of the Effective Date.

SCHEDULE I

LOAN DOCUMENTS

Between STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation and SUNFLOWER BANK, N.A. In the Original Principal Amount of $12,500,000, each dated as December 7, 2018.

Credit Documents:

Loan and Security Agreement and

Term Note

Revolving Note

Security Documents:

Guarantee Agreement

Pledge Agreement

Other Documents:

Preferred Equity Subordination Agreement

Stock Power (Borrower)

Stock Power (Parent)

SCHEDULE II

SELLER’S CLOSING DOCUMENTS

(Attached)

ALLONGE

This Allonge, dated [June] [__], 2021, is attached to and made a part of that certain [Term Note][Revolving Note]¹ in the original principal amount of $[______] dated as of December 7, 2018, made by STADCO, a California corporation, payable to the order of SUNFLOWER BANK, N.A., or order for the purpose of annexing thereto the following endorsement:

Pay to the order of STADCO NEW ACQUISITION, LLC, a Delaware limited liability company without recourse, representation or warranty, express or implied, except as expressly set forth in Section 5 of the Amended and Restated Loan Purchase and Sale Agreement between SUNFLOWER BANK, N.A. and STADCO NEW ACQUISITION, LLC, a Delaware limited liability company dated April 23, 2021.

¹ Purchaser to receive an Allonge for Revolving Note and Term Note.

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Assignment and Assumption”) is dated as of [June] [__], 2021 and is entered into by and between SUNFLOWER BANK, N.A. (“Assignor”) and STADCO NEW ACQUISITION, LLC, a Delaware limited liability company (“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in that certain Amended and Restated Loan Purchase and Sale Agreement dated as of April 23, 2021 by and between Assignor and Assignee (the “Purchase Agreement”) or that certain Loan and Security Agreement dated as of December 7, 2018 by and between Assignor, as Lender, STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by Assignee.

For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Purchase Agreement and the Credit Agreement, as of the Effective Date (i) all of Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (as set forth on Schedule 1 attached hereto) to the extent related to such outstanding rights and obligations of the Assignor under the Credit Agreement and Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above. The sale and assignment is without recourse to Assignor and, except as expressly provided in the Purchase Agreement and this Assignment and Assumption, without representation or warranty by Assignor.

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The terms set forth in this Assignment and Assumption are hereby agreed to:

SCHEDULE I

LOAN DOCUMENTS

Between STADCO, a California corporation, STADCO ACQUISITION, LLC, a California limited liability company and STADCO MEXICO, INC., Delaware corporation and SUNFLOWER BANK, N.A. In the Original Principal Amount of $12,500,000, each dated as December 7, 2018.

Credit Documents: 

Loan and Security Agreement and 

Term Note 

Revolving Note

Security Documents: 

Guarantee Agreement 

Pledge Agreement

Other Documents: 

Preferred Equity Subordination Agreement 

Stock Power (Borrower) 

Stock Power (Parent)