a101changeintermsagreeme






DocuSign Envelope ID: ED670D5A-2A5A-487C-BF11-BB22CDB2011E                                                   CHANGE            IN   TERMS         AGREEMENT          Principal            Loan   Date        Maturity             Loan   No              Call / Coll           Account            Officer      Initials    $8,500,000.00            05-11-2020        06-05-2022             310036                 4A  / 013            XAA0004              RSG         References  in the boxes  above  are for Lender's use only and do  not limit the applicability of this document to any particular loan or item.                                      Any item  above  containing "***"  has been  omitted  due to text length limitations.     Borrower:        XPEL,  Inc.                                                    Lender:         THE  BANK   OF SAN   ANTONIO                     618  West  Sunset  Road                                                        HEADQUARTERS                     San  Antonio, TX   78216                                                       1900  NW   LOOP  410                                                                                                    SAN  ANTONIO,    TX  78213        Principal  Amount:      $8,500,000.00                                                                   Date  of  Agreement:       May   11,   2020       DESCRIPTION    OF  EXISTING   INDEBTEDNESS.      Promissory  Note  and Business  Loan  Agreement   both  dated November    5, 2019  in the amount  of       $8,500,000.00    and a current  outstanding balance  of $6,000,000.00    (the "Promissory   Note"), which  Borrower  acknowledges    and  agrees was       properly executed  and is valid and enforceable, subject to no defenses  of any kind.       DESCRIPTION    OF  CHANGE     IN TERMS.     Borrower   has requested   that Lender  renew   and  extend  the maturity  date.  This Change   in Terms       Agreement   extends  and renews   the Promissory  Note  and Business  Loan  Agreement   and  all other loan documents  and  agreements  from  May  5,       2020  to May  5, 2022.       PROMISE   TO  PAY.    XPEL,  Inc. ("Borrower")  promises  to pay  to THE  BANK    OF  SAN  ANTONIO    ("Lender"),  or order, in lawful money   of the       United States of America,   the principal amount  of Eight Million Five Hundred  Thousand   & 00/100   Dollars ($8,500,000.00)   or so much   as may       be outstanding, together  with interest on the unpaid outstanding  principal balance of each  advance.  Interest shall be calculated from the date of       each advance  until repayment  of each  advance  or maturity, whichever  occurs  first.       CHOICE   OF USURY    CEILING  AND   INTEREST   RATE.   The  interest rate on this Agreement   has been  implemented   under  the "Weekly  Ceiling" as       referred to in Sections 303.002  and  303.003  of the Texas  Finance  Code.       PAYMENT.     Borrower  will pay this loan in one payment  of all outstanding principal plus all accrued unpaid interest on June 5, 2022.  In addition,       Borrower  will pay  regular monthly  payments   of all accrued  unpaid  interest due  as of each  payment   date,  beginning  July 5, 2020,   with all       subsequent  interest payments   to be  due on  the same  day  of each  month   after that. Unless  otherwise  agreed  or required by  applicable law,       payments   will be applied first to any accrued  unpaid  interest; then to principal; and then  to any  late charges.   Borrower  will pay  Lender  at       Lender's  address  shown   above  or  at such  other  place as  Lender  may   designate  in writing.  Notwithstanding   any  other  provision of  this       Agreement,  Lender  will not charge interest on any  undisbursed  loan proceeds.   No  scheduled  payment,  whether  of principal or interest or both,       will be due unless sufficient loan funds have been  disbursed by  the scheduled  payment  date to justify the payment.       VARIABLE   INTEREST    RATE.   The  interest rate on this loan is subject to change  from  time to time  based  on changes  in an  independent  index       which  is the Wall Street Journal Prime Rate  as published  in the "Money  Rates"  table in the Wall Street Journal from  time to time (the "Index").       The Index  is not necessarily the lowest  rate charged  by Lender  on its loans.  Lender  will tell Borrower the current Index rate upon  Borrower's       request.  The interest rate change  will not occur more  often than each  day.  Borrower  understands   that Lender may  make   loans based  on other       rates as well. The Index  currently is 3.250%  per annum.   Interest prior to maturity on the unpaid principal balance of this loan will be calculated       as described  in the "INTEREST    CALCULATION     METHOD"     paragraph  using  a rate of 1.000  percentage   point under  the Index  (the "Margin"),       adjusted if necessary for any minimum   and  maximum    rate limitations described below, resulting in an initial rate of 3.500% per annum  based  on       a year  of 360  days.   If Lender  determines,  in its sole discretion, that the  Index  has become    unavailable or unreliable, either temporarily,       indefinitely, or permanently, during the  term of this loan, Lender  may  amend   this loan by  designating a  substantially similar substitute index.       Lender may   also amend   and adjust  the Margin  to accompany    the substitute index.  The  change   to the Margin  may  be  a positive or negative       value, or zero.   In making   these  amendments,    Lender  may   take into consideration  any  then-prevailing  market  convention   for selecting a       substitute index and  margin  for the specific Index that is unavailable or unreliable. Such  an amendment    to the terms  of this loan will become       effective and bind  Borrower  10  business  days  after Lender gives  written notice to Borrower   without  any action  or consent  of the Borrower.       NOTICE:   Under  no circumstances   will the interest rate on this loan be less than 3.500%  per annum   or more  than (except for any higher default       rate or Post Maturity Rate  shown   below)  the lesser of 18.000%   per  annum  or the  maximum    rate allowed by  applicable law.  For purposes  of       this Agreement,  the "maximum    rate allowed by  applicable law" means   the greater of  (A) the maximum    rate of interest permitted under federal       or other law applicable to the indebtedness   evidenced  by this Agreement,   or (B)  the "Weekly   Ceiling" as referred to in Sections 303.002   and       303.003  of the Texas  Finance  Code.       INTEREST   CALCULATION     METHOD.     Interest on this loan is computed on  a 365/360   basis; that is, by applying the ratio of the interest rate over       a year of 360 days,  multiplied by the outstanding  principal balance, multiplied by the actual number  of days the principal balance is outstanding,       unless such  calculation would  result in a usurious rate, in which case  interest shall be calculated on a per diem  basis of a year of 365  or 366       days, as the case may  be.  All interest payable under this loan is computed  using this method.       PREPAYMENT.      Borrower  may  pay  without penalty all or a portion of the amount  owed  earlier than it is due. Prepayment  in full shall consist of       payment  of the remaining  unpaid  principal balance together with  all accrued and  unpaid interest and all other amounts,  costs  and expenses   for       which  Borrower  is responsible under  this Agreement  or any  other agreement   with Lender  pertaining to this loan, and in no event  will Borrower       ever be required to pay  any  unearned  interest. Early payments   will not, unless agreed  to by Lender  in writing, relieve Borrower of Borrower's       obligation to continue to make   payments   of accrued  unpaid interest.  Rather, early payments   will reduce the principal balance  due.  Borrower       agrees not to send  Lender  payments   marked  "paid in full", "without recourse", or similar language.  If Borrower  sends such  a payment,   Lender       may  accept it without losing any of Lender's rights under this Agreement,   and Borrower  will remain obligated to pay  any further amount  owed  to       Lender.  All written  communications   concerning   disputed  amounts,  including any  check  or other  payment   instrument  that indicates that the       payment  constitutes  "payment   in full" of the amount  owed  or that is tendered  with  other conditions or limitations or as full satisfaction of a       disputed amount  must  be  mailed or delivered to: THE  BANK   OF SAN   ANTONIO,    1900  NW  Loop  410  San  Antonio, TX   78213.       LATE  CHARGE.     If a payment   is 10  days or  more  late, Borrower  will be charged  5.000%    of the  unpaid portion  of the regularly scheduled       payment.       INTEREST   AFTER   DEFAULT.     Upon   default, including failure to pay upon  final maturity, the interest rate on  this loan shall be  increased to       18.000%   per  annum  based  on  a year of 360   days.  However,   in no event  will the interest rate exceed the maximum    interest rate limitations       under applicable law.       DEFAULT.    Each of the following shall constitute an Event of Default under  this Agreement:            Payment  Default.  Borrower  fails to make any payment   when  due  under the Indebtedness.            Other Defaults.  Borrower  fails to comply with  or to perform any  other term, obligation, covenant  or condition contained  in this Agreement            or in any of the Related  Documents    or to comply  with  or to perform  any  term, obligation, covenant  or condition  contained  in any other





 






DocuSign Envelope ID: ED670D5A-2A5A-487C-BF11-BB22CDB2011E                                                       CHANGE          IN  TERMS       AGREEMENT       Loan   No:  310036                                               (Continued)                                                                 Page   2             agreement  between   Lender and  Borrower.            Default in Favor of Third Parties. Borrower   defaults under any  loan, extension of credit, security agreement,  purchase  or sales agreement,            or any other agreement,  in favor of any  other creditor or person that may  materially affect any of Borrower's  property  or ability to perform            Borrower's  obligations under this Agreement  or any  of the Related Documents.            False Statements.   Any  warranty, representation  or statement  made  or furnished  to Lender by Borrower   or on Borrower's  behalf under  this            Agreement   or the Related Documents   is false or misleading in any material respect, either now or at the time made  or furnished or becomes            false or misleading at any time thereafter.            Insolvency.  The  dissolution or termination of Borrower's  existence  as a going business,  the insolvency  of Borrower,  the appointment  of a            receiver for  any  part of  Borrower's   property,  any  assignment   for the  benefit  of creditors,  any  type  of creditor  workout,   or the            commencement     of any proceeding  under any  bankruptcy  or insolvency laws  by or against Borrower.            Creditor or Forfeiture Proceedings.    Commencement     of  foreclosure or  forfeiture proceedings, whether   by  judicial proceeding, self-help,            repossession  or  any other  method,   by  any  creditor of Borrower   or by  any  governmental   agency   against  any  collateral securing the            Indebtedness.   This includes a garnishment   of any of Borrower's  accounts,  including deposit  accounts,  with Lender.  However,   this Event            of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness  of the claim which  is the basis of            the creditor or forfeiture proceeding and  if Borrower gives Lender  written notice  of the creditor or forfeiture proceeding and deposits  with            Lender monies  or a surety bond  for the creditor or forfeiture proceeding, in an amount  determined  by Lender,  in its sole discretion, as being            an adequate  reserve or bond  for the dispute.            Events Affecting  Guarantor.  Any  of the preceding  events  occurs with  respect to any guarantor,  endorser, surety, or accommodation    party            of any  of the Indebtedness   or any  guarantor,  endorser,  surety, or accommodation     party dies  or becomes   incompetent,   or revokes  or            disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note.            Change  In Ownership.   Any  change  in ownership  of twenty-five percent (25%)   or more of the common    stock of Borrower.            Adverse  Change.    A  material adverse  change   occurs  in Borrower's  financial condition, or Lender  believes  the prospect  of payment   or            performance  of the Indebtedness  is impaired.            Insecurity. Lender in good  faith believes itself insecure.       LENDER'S   RIGHTS.    Upon  default, Lender may  declare  the entire indebtedness, including the unpaid  principal balance under  this Agreement,  all       accrued  unpaid  interest, and all other amounts,   costs  and expenses   for which   Borrower  is responsible  under  this Agreement   or any  other       agreement  with Lender  pertaining to this loan, immediately due, without  notice, and then Borrower  will pay that amount.       ATTORNEYS'     FEES; EXPENSES.     Lender  may  hire an attorney  to help collect this Agreement  if Borrower  does  not pay, and  Borrower  will pay       Lender's reasonable  attorneys' fees.  Borrower  also will pay Lender all other amounts  Lender actually incurs as court costs, lawful fees for filing,       recording, releasing to  any public  office any  instrument  securing  this Agreement;   the reasonable   cost actually expended   for repossessing,       storing, preparing for sale, and selling any security; and fees for noting a lien on or transferring a certificate of title to any motor vehicle offered       as security for this Agreement, or premiums   or identifiable charges received in connection with  the sale of authorized insurance.       JURY  WAIVER.    Lender  and Borrower  hereby  waive  the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender       or Borrower  against the other.       GOVERNING     LAW.   This Agreement   will be governed   by federal law applicable to Lender  and, to the extent  not preempted   by federal law, the       laws of the State of Texas  without regard  to its conflicts of law provisions. This Agreement  has been  accepted  by Lender  in the State of Texas.       CHOICE  OF  VENUE.    If there is a lawsuit, and if the transaction evidenced by this Agreement  occurred  in BEXAR   County,  Borrower  agrees upon       Lender's request to submit  to the jurisdiction of the courts of BEXAR  County, State  of Texas.       DISHONORED     CHECK   CHARGE.     Borrower  will pay a processing  fee of $25.00  if any check  given by  Borrower  to Lender as  a payment  on  this       loan is dishonored.       RIGHT  OF  SETOFF.   To the extent  permitted by applicable law,  Lender reserves  a right of setoff in all Borrower's accounts with Lender (whether       checking, savings, or some   other account).  This includes all accounts Borrower   holds jointly with someone  else and  all accounts Borrower  may       open in the future.  However,   this does not include any  IRA or Keogh   accounts,  or any trust accounts  for which  setoff would  be prohibited by       law.  Borrower  authorizes Lender,  to the extent permitted  by applicable law, to charge  or setoff all sums owing  on the  debt against any  and all       such accounts.       COLLATERAL.      Borrower  acknowledges    this Agreement   is secured  by a  Security Agreement    dated November    5, 2019,   which  was  properly       executed  and is valid and enforceable subject to no defenses  of any kind.       LINE OF  CREDIT.   This Agreement   evidences  a revolving line of credit. Advances  under  this Agreement,  as well as  directions for payment  from       Borrower's  accounts,  may  be requested  orally or in writing by Borrower  or by an authorized  person.  Lender  may,  but need  not, require that all       oral requests be confirmed  in writing. Borrower  agrees  to be liable for all sums either: (A) advanced   in accordance  with the instructions of an       authorized person  or  (B)  credited to any of Borrower's  accounts   with Lender.   The unpaid  principal balance owing   on this Agreement   at any       time may  be  evidenced  by  endorsements   on  this Agreement   or by Lender's  internal records, including daily computer  print-outs.  Lender  will       have no obligation to advance  funds  under this Agreement   if: (A)  Borrower  or any guarantor  is in default under the terms of this Agreement  or       any  agreement   that Borrower   or any   guarantor  has  with  Lender,  including any  agreement   made   in  connection  with  the  signing of  this       Agreement;   (B)  Borrower  or any  guarantor  ceases  doing business  or is insolvent; (C)  any  guarantor seeks,  claims or otherwise  attempts  to       limit, modify or revoke such  guarantor's guarantee  of this Agreement   or any other  loan with Lender;  (D)  Borrower   has applied funds  provided       pursuant  to this Agreement   for purposes  other  than those  authorized  by Lender;  or  (E)  Lender  in good  faith believes itself insecure. This       revolving line of credit shall not be subject to Ch. 346 of the Texas Finance Code.       CONTINUING     VALIDITY.    Except  as expressly  changed   by  this Agreement,   the terms  of  the original obligation or obligations, including all       agreements  evidenced   or securing the obligation(s), remain unchanged   and  in full force and effect. Consent  by Lender  to this Agreement   does       not waive Lender's  right to strict performance of the obligation(s) as changed, nor  obligate Lender to make  any  future change  in terms.  Nothing       in this Agreement   will constitute a satisfaction of the  obligation(s). It is the intention of  Lender  to retain as liable parties all makers  and       endorsers of the original obligation(s), including accommodation  parties, unless a party is expressly released by  Lender in writing. Any  maker  or       endorser, including accommodation    makers,  will not be released  by virtue of this Agreement.   If any person  who   signed the original obligation       does not  sign this Agreement   below,   then all persons  signing below  acknowledge    that this Agreement   is given  conditionally, based  on the       representation to Lender  that the non-signing party consents   to the changes  and provisions  of this Agreement  or otherwise  will not be released       by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.       RENEWAL    AND   EXTENSION.     This Agreement   is given in renewal  and  extension  and not  in novation of the following described  indebtedness:       RENEWAL    AND   EXTENSION    OF REVOLVING     LINE OF  CREDIT  #310036.





 






DocuSign Envelope ID: ED670D5A-2A5A-487C-BF11-BB22CDB2011E                                                       CHANGE          IN  TERMS       AGREEMENT       Loan   No:  310036                                               (Continued)                                                                 Page   3        SUCCESSORS     AND   ASSIGNS.     Subject to any  limitations stated in this Agreement  on transfer of Borrower's  interest, this Agreement  shall be       binding upon  and inure to the  benefit of the parties, their successors and  assigns.  If ownership  of the Collateral becomes   vested  in a person       other than  Borrower,  Lender,  without  notice to Borrower,   may  deal  with Borrower's   successors  with  reference  to this Agreement   and  the       Indebtedness  by  way  of  forbearance  or extension  without  releasing  Borrower  from  the  obligations of this Agreement    or liability under the       Indebtedness.       NOTIFY  US  OF  INACCURATE     INFORMATION     WE  REPORT    TO CONSUMER      REPORTING    AGENCIES.    Please  notify us if we report any inaccurate       information about  your account(s) to a consumer   reporting agency.   Your written notice describing  the specific inaccuracy(ies) should be sent to       us at the following address: THE  BANK   OF SAN   ANTONIO    1900  NW   Loop 410  San  Antonio,  TX 78213.       MISCELLANEOUS      PROVISIONS.    If any part of this Agreement  cannot  be enforced,  this fact will not affect the rest of the Agreement. Borrower       does not  agree  or intend to pay,  and  Lender  does  not agree  or intend to contract  for, charge, collect, take, reserve  or receive (collectively       referred to herein as "charge or collect"), any amount  in the nature of interest or in the nature of a fee for this loan, which would in any way  or       event (including demand,  prepayment,   or acceleration) cause  Lender to charge  or collect more  for this loan than the maximum   Lender  would  be       permitted to charge  or collect by federal law  or the law  of the State  of Texas  (as applicable). Any   such excess  interest or unauthorized  fee       shall, instead of anything stated to the contrary,  be applied first to reduce the principal balance  of this loan, and when  the  principal has been       paid in full, be refunded to Borrower. The  right to accelerate maturity of sums  due under  this Agreement  does  not include the right to accelerate       any interest which  has not  otherwise  accrued  on the date  of such acceleration, and  Lender  does  not intend to charge  or collect any unearned       interest in the event of acceleration. All sums  paid or agreed to be  paid to Lender for the use, forbearance  or detention  of sums  due hereunder       shall, to the extent permitted by applicable law, be  amortized, prorated,  allocated and spread  throughout  the full term of the loan evidenced  by       this Agreement   until payment  in full so that the  rate or amount   of interest on  account  of the loan  evidenced  hereby  does  not  exceed  the       applicable usury ceiling. Lender may   delay or forgo enforcing any of its rights or remedies under  this Agreement  without  losing them.  Borrower       and any  other  person  who   signs, guarantees  or  endorses  this Agreement,   to  the extent  allowed  by  law, waive  presentment,   demand    for       payment,  notice of dishonor,  notice of intent to accelerate  the maturity  of this Agreement,  and  notice of acceleration  of the maturity  of this       Agreement.    Upon  any  change   in the terms  of this Agreement,   and  unless  otherwise  expressly  stated  in writing, no party  who  signs  this       Agreement,  whether   as maker,  guarantor, accommodation    maker  or endorser, shall be released from  liability. All such parties agree that Lender       may  renew  or extend  (repeatedly and  for any  length of time) this loan or release any  party or guarantor  or collateral; or impair, fail to realize       upon or perfect  Lender's security interest in the collateral without the consent  of or notice to anyone.   All such parties also agree  that Lender       may  modify  this loan without  the consent  of or notice to anyone   other than the  party with whom    the modification  is made.   The obligations       under this Agreement   are joint and several.       PRIOR  TO  SIGNING   THIS  AGREEMENT,     BORROWER     READ   AND   UNDERSTOOD      ALL THE   PROVISIONS    OF THIS  AGREEMENT,     INCLUDING    THE       VARIABLE   INTEREST   RATE   PROVISIONS.     BORROWER     AGREES   TO  THE  TERMS    OF THE  AGREEMENT.        BORROWER:         XPEL, INC.                                        5/11/2020       By:           Barry R. Wood,  CFO  of XPEL,  Inc.        LENDER:        THE  BANK  OF  SAN  ANTONIO                                       5/11/2020       X         ROBERT   S GLENN,   EXECUTIVE    VICE  PRESIDENT                                              LaserPro, Ver. 19.4.10.036 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - TX L:\CFI\LPL\D20C.FC TR-6484 PR-15