exv10w13w1






Exhibit 10.13.1




FIFTH AMENDMENT TO CREDIT AGREEMENT




     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 23, 2010,
by and between FALLBROOK TECHNOLOGIES INC., a Delaware corporation (“Borrower”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION (“Bank”).



RECITALS



     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that
certain Credit Agreement between Borrower and Bank dated as of March 31, 2007, as amended from time
to time (“Credit Agreement”).



     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set
forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said
changes.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:



     1. Section 1.1.(a) is hereby amended by deleting “Five Million Dollars
($5,000,000.00)” as the maximum principal amount available under the Line of Credit, and by
substituting for said amount “Three Million Dollars ($3,000,000.00),” with such change to be
effective upon the execution and delivery to Bank of a promissory note dated as of March 23, 2010
(which promissory note shall replace and be deemed the Line of Credit Note defined in and made
pursuant to the Credit Agreement) and all other contracts, instruments and documents required by
Bank to evidence such change.



     2. Section 1.6. is hereby deleted in its entirety, without substitution.



     3. Section 4.3. (d) is hereby deleted in its entirety, without substitution.



     4. Sections 4.8. and 4.11. are hereby deleted in their entirety, without
substitution.



     5. Except as specifically provided herein, all terms and conditions of the Credit Agreement
remain in full force and effect, without waiver or modification. All terms defined in the Credit
Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.



     6. Borrower hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the
date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.







	WELLS FARGO BANK
FALLBROOK TECHNOLOGIES INC. NATIONAL ASSOCIATION By: By: /s/ illegible FOR James Ligman Title: Relationship Manager





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REVOLVING LINE OF CREDIT NOTE




			
	 	 	 
	 	 	 
	$3,000,000.00
	 	Irvine, California
	 
	 	March 23, 2010






     FOR VALUE RECEIVED, the undersigned FALLBROOK TECHNOLOGIES INC.
(“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”)
at its office at Growth Technology San Diego, 2030 Main Street, Suite 900, Irvine, California, or
at such other place as the holder hereof may designate, in lawful money of the United States of
America and in immediately available funds, the principal sum of Three Million Dollars
($3,000,000.00), or so much thereof as may be advanced and be outstanding, with
interest thereon, to be computed on each advance from the date of its disbursement as
set forth herein.



DEFINITIONS:




     As used herein, the following terms shall have the meanings set forth after each,
and any other term defined in this Note shall have the meaning set forth at the place
defined:



     (a) “Base Rate” means, for any day, a fluctuating rate equal to the highest of: (i) the Prime
Rate in effect on such day, (ii) a rate determined by Bank to be one and one-half percent (1.50%)
above Daily One Month LIBOR, and (iii) the Federal Funds Rate plus one and one-half
percent (1.50%).



     (b) “Daily One Month LIBOR” means, for any day, the rate of interest equal to LIBOR then in
effect for delivery for a one (1) month period.



     (c) “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers for the immediately preceding day, as
published by the Federal Reserve Bank of New York; provided that if no such rate is so published on
any day, then the Federal Funds Rate for such day shall be the rate most recently published.



     (d) “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest whole
1/8 of 1%) and determined pursuant to the following formula:



	 	 	 
	LIBOR =

	 	Base LIBOR
	 

	 	 
	 

	 	100% − LIBOR Reserve Percentage






          (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank for
the purpose of calculating effective rates of interest for loans making reference to
the Daily One Month LIBOR Rate, as the Inter-Bank Market Offered Rate in effect from time to time
for delivery of funds for one (1) month in amounts approximately equal to the principal
amount of such loans. Borrower understands and agrees that Bank may base its quotation of the
Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market
as Bank in its discretion deems appropriate including, but not limited to, the rate offered for
U.S. dollar deposits on the London Inter-Bank Market.




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          (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as
defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected
changes in such reserve percentage during a one (1) month period.




     (e) “Prime Rate” means at any time the rate of interest most recently announced within Bank
at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of
Bank’s base rates and serves as the basis upon which effective rates of interest are calculated
for those loans making reference thereto, and is evidenced by the recording thereof after its
announcement in such internal publication or publications as Bank may designate.



INTEREST:




     (a) Interest. The outstanding principal balance of this Note shall bear interest
(computed on the basis of a 360-day year, actual days elapsed) at a rate per annum equal to the
Base Rate in effect from time to time.



     (b) Payment of Interest. Interest accrued on this Note shall be payable on the last
day of each month, commencing March 31, 2010.



     (c) Default Interest. From and after the maturity date of this Note, or such earlier
date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at
Bank’s option upon the occurrence, and during the continuance of an Event of Default, the
outstanding principal balance of this Note shall bear interest at an increased rate per annum
(computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the
rate of interest from time to time applicable to this Note.



BORROWING AND REPAYMENT:




     (a) Borrowing and Repayment. Borrower may from time to time during the term of this
Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of
the limitations, terms and conditions of this Note and of any document executed in connection with
or governing this Note; provided however, that the total outstanding borrowings under this Note
shall not at any time exceed the principal amount stated above. The unpaid principal balance of
this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less
the amount of principal payments made hereon by or for Borrower, which balance may be endorsed
hereon from time to time by the holder. The outstanding principal balance of this Note shall be due
and payable in full on December 31, 2010.



     (b) Advances. Advances hereunder, to the total amount of the principal sum stated
above, may be made by the holder at the oral or written request of (i) William Klehm or Nicole
Nicks, any one acting alone, who are authorized to request advances and direct the disposition of
any advances until written notice of the revocation of such authority is received by the holder at
the office designated above, or (ii) any person, with respect to advances deposited to the credit
of any deposit account of Borrower, which advances, when so deposited, shall be conclusively
presumed to have been made to or for the benefit of Borrower regardless of the fact that persons
other than those authorized to request advances may have authority to draw



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against such account. The holder shall have no obligation to determine whether any
person requesting an advance is or has been authorized by Borrower.



     (c) Application of Payments. Each payment made on this Note shall be credited first,
to any interest then due and second, to the outstanding principal balance hereof.



EVENTS OF DEFAULT:




     This Note is made pursuant to and is subject to the terms and conditions of that certain
Credit Agreement between Borrower and Bank dated as of March 31, 2007, as amended from time to time
(the “Credit Agreement”). Any default in the payment or performance of any obligation under this
Note, or any defined event of default under the Credit Agreement, shall constitute an
“Event of Default” under this Note.



MISCELLANEOUS:




     (a) Remedies. Upon the occurrence of any Event of Default, the holder of
this Note, at the holder’s option, may declare all sums of principal and interest outstanding
hereunder to be immediately due and payable without presentment, demand, notice of nonperformance,
notice of protest, protest or notice of dishonor, all of which are expressly waived by
Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full
amount of all payments, advances, charges, costs and expenses, including reasonable
attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house
counsel), expended or incurred by the holder in connection with the enforcement of the holder’s
rights and/or the collection of any amounts which become due to the holder under this Note, and the
prosecution or defense of any action in any way related to this Note, including without limitation,
any action for declaratory relief, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with
any bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to Borrower or any other
person or entity.



     (b) Obligations Joint and Several. Should more than one person or entity
sign this Note as a Borrower, the obligations of each such Borrower shall be joint and
several.



     (c) Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of California.



     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written
above.






	
FALLBROOK TECHNOLOGIES INC. By: Title:





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