EX-10.1



 


		
	[B of A LOGO]	Exhibit 10.1





AMENDMENT NO. 4 TO LOAN AGREEMENT


     
This Amendment No. 4 (the “Amendment”) dated as
of January 17, 2003, is between Bank of America, N.A. (the
“Bank”) and Edelbrock Corporation (the
“Borrower”).



RECITALS


     
A. The Bank and the Borrower entered into a certain
Business Loan Agreement dated as of January 26, 2000
(together with any previous amendments, the
“Agreement”).


     
B. The Bank and the Borrower desire to amend the Agreement.



AGREEMENT


     
1. Definitions. Capitalized terms used but not
defined in this Amendment shall have the meaning given to them
in the Agreement.


     
2. Amendments. The Agreement is hereby amended as
follows:



			
	 	(a) 	
    Addition of Paragraph. The following paragraph
    number 1.6(a)(iv) is hereby added:
	 
	 	    	
    “(iv) Anything herein to the contrary notwithstanding, a
    standby letter of credit with a maximum maturity of
    January 1, 2004 to support Borrower’s obligation in
    connection with workers’ compensation laws. The amount of
    the letter of credit outstanding at any one time (including the
    drawn and unreimbursed amounts of the letter of credit) may not
    exceed One Hundred Seventy Thousand and 00/100 Dollars
    ($170,000). The standby letter of credit may include a provision
    providing that the maturity date will be automatically extended
    each year for an additional year unless the Bank gives written
    notice to the contrary at least ninety (90) days prior to
    such maturity date.”




     
3. Representations and Warranties. When the Borrower
signs this 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 does not conflict with
any law, agreement, or obligation by which the Borrower is
bound, and (d) this Amendment is within the Borrower’s
powers, has been duly authorized, and does not conflict with any
of the Borrower’s organizational papers.


     
4. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Agreement
shall remain in full force and effect.


     
5. Counterparts. This Amendment may be executed in
counterparts, each of which when so executed shall be deemed an
original, but all such counterparts together shall constitute
but one and the same instrument.


     
6. FINAL AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE
PARTIES.






 



     
This Amendment is executed as of the date stated at the
beginning of this Amendment.



		
	 	
    Bank of America, N.A.





			
	 	By 	
    /s/ ROBERT J. LOVIE



		
	 	
    

	 	
    Robert J. Lovie, Senior Vice President
	 
	 	
    Edelbrock Corporation





			
	 	By 	
    /s/ JEFFREY L. THOMPSON



		
	 	
    

	 	
    Jeffrey L. Thompson, Executive Vice President




2






 




[B of A LOGO]



AMENDMENT NO. 5 TO LOAN AGREEMENT


     
This Amendment No. 4 (the “Amendment”) dated as
of January 28, 2003, is between Bank of America, N.A. (the
“Bank”) and Edelbrock Corporation (the
“Borrower”).



RECITALS


     
A. The Bank and the Borrower entered into a certain
Business Loan Agreement dated as of January 26, 2000
(together with any previous amendments, the
“Agreement”).


     
B. The Bank and the Borrower desire to amend the Agreement.



AGREEMENT


     
1. Definitions. Capitalized terms used but not
defined in this Amendment shall have the meaning given to them
in the Agreement.


     
2. Amendments. The Agreement is hereby amended as
follows:



			
	 	2.1 	
    Paragraph 1.2 of the Agreement is hereby amended to read in its
    entirety as follows:




          
“1.2 Availability Period. The line of credit is
available between the date of this Agreement and
February 1, 2005, or such earlier date as the availability
may terminate as provided in this Agreement (the
“Expiration Date”).


     
3. Representations and Warranties. When the Borrower
signs this 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 does not conflict with
any law, agreement, or obligation by which the Borrower is
bound, and (d) this Amendment is within the Borrower’s
powers, has been duly authorized, and does not conflict with any
of the Borrower’s organizational papers.


     
4. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Agreement
shall remain in full force and effect.


     
5. Counterparts. This Amendment may be executed in
counterparts, each of which when so executed shall be deemed an
original, but all such counterparts together shall constitute
but one and the same instrument.


     
6. FINAL AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE
PARTIES.






 




		
	 	     
    This Amendment is executed as of the date stated at the
    beginning of this Amendment.





		
	 	
    Bank of America, N.A.





			
	 	By 	
    /s/ ROBERT J. LOVIE



		
	 	
    

	 	
    Robert J. Lovie, Senior Vice President
	 
	 	
    Edelbrock Corporation





			
	 	By 	
    /s/ JEFFREY L. THOMPSON



		
	 	
    

	 	
    Jeffrey L. Thompson, Executive Vice President




2