EXHIBIT 10.45
AMENDMENT NO. 5 TO AMENDED AND RESTATED BUSINESS LOAN AGREEMENT
This Amendment No. 5 to Amended and Restated Business Loan Agreement dated as of
January 7, 2002 (this "Amendment") is executed with reference to the Amended and
Restated Business Loan Agreement dated as of April 30, 2001 (as amended, the
"Loan Agreement") among Bank of America, N.A. (the "Bank"), IMPCO Technologies,
Inc. (the "Borrower") and Quantum Technologies, Inc. (the "Subsidiary
Borrower").
RECITALS
A. Pursuant to Section 2.3(b) of the Loan Agreement, on December 31, 2001, the
Borrower made its scheduled quarterly principal payment of Six Hundred
Thirty-Five Thousand Three Hundred Six Dollars ($635,306) to the Bank (the "Term
Loan Principal Payment").
B. The Borrower has requested, and the Bank has agreed, for the Borrower to
reborrow the amount of the Term Loan Principal Payment, provided that the
Borrower repay such amount on or before January 21, 2002.
In furtherance of the foregoing, the parties hereby agree to amend the Loan
Agreement as follows:
1. Defined Terms. All initially capitalized terms used in this Amendment
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without definition shall have the respective meaning assigned thereto in the
Loan Agreement.
2. Amendment to Section 2.3(b). Section 2.3(b) of the Loan Agreement is
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hereby amended to provide that the quarterly principal payment of Six Hundred
Thirty-Five Thousand Three Hundred Six Dollars ($635,306) paid by Borrower on
December 31, 2001 may be reborrowed by Borrower, provided that such amount is
repaid no later than January 21, 2002.
3. Conditions Precedent. The effectiveness of this Amendment shall be
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conditioned upon receipt by the Bank of all of the following:
a. Counterparts of this Amendment executed by all parties hereto; and
b. Such other assurances, certificates, documents, consents or opinions as
the Bank reasonably may require.
4. Representations and Warranties. The Borrower hereby represents and
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warrants that no default under Section 13 of the Loan Agreement has occurred and
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remains continuing.
5. Counterparts. This Amendment may be executed in counterparts in
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accordance with Section 14.12 of the Loan Agreement.
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6. Confirmation. In all other respects, the Loan Agreement is confirmed.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above by their duly authorized representatives.
IMPCO TECHNOLOGIES, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________
Title: CFO
______________________
QUANTUM TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
_________________________
Title: President & CEO
______________________
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇
_________________________
Title: Vice President
______________________