-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IT9r/ww2pi1WZKT4saFEvqPJ+9ewdmk0hd8J+0rgEsuoHhfPb6m8TJgdejxXxP/R O9P0Mgmc+bFpAa4AT+dccg== 0000898430-01-500030.txt : 20010327 0000898430-01-500030.hdr.sgml : 20010327 ACCESSION NUMBER: 0000898430-01-500030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20010315 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000790708 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 911039211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15143 FILM NUMBER: 1579440 BUSINESS ADDRESS: STREET 1: 16804 GRIDLEY PLACE CITY: CERRITOS STATE: CA ZIP: 90701 BUSINESS PHONE: 5628606666 MAIL ADDRESS: STREET 1: 16804 GRIDLEY PL CITY: CERRITOS STATE: CA ZIP: 90703 FORMER COMPANY: FORMER CONFORMED NAME: AIRSENSORS INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 15, 2001 --------------- (Date of earliest event reported) IMPCO Technologies, Inc. ------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-16115 91-1039211 - ------------------------------ ----------- ------------------ (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) 16804 Gridley Place, Cerritos, California 90703 ------------------------------------------------ (Address of principal executive offices including Zip Code) Registrant's telephone number, including area code (562) 860-6666 ---------------- Item 5. Other Events. - ---------------------- On March 15, 2001, Robert Stemmler, Chairman of the Board of Directors, President and Chief Executive Officer ("Stemmler"), Dale Rasmussen, Senior Vice President of Investor Relations ("Rasmussen"), and Syed Hussain, Vice President of Technology and Automotive OEM Operations ("Hussain") (each referred to herein as an "Officer" and collectively as the "Officers") exercised options to purchase Registrant's Common Stock (the "Option Shares") at $13.75 per share in the following amounts: Stemmler, 113,858 Option Shares; Rasmussen, 56,928 Option Shares; and Hussain, 113,858 Option Shares. These options to purchase Registrant's Common Stock had been granted to each Officer in 1998 by Questor Partners Funds and its affiliate Questor Side-By-Side Partners, L.P. To finance the exercise of these options, Registrant extended loans to the Officers for the full purchase price of $3,913,854 ($1,565,547 each to Stemmler and Hussain and $782,760 to Rasmussen). The loans are secured by (i) a pledge to Registrant of a security interest in and lien upon shares of Common Stock of Registrant (the "Pledged Shares") and certain vested Registrant nonqualified stock options issued to each Officer pursuant to various Registrant stock option plans (the "NQ Options") and (ii) an agreement not to exercise any vested Registrant incentive stock options issued to the Officer pursuant to various Registrant stock option plans ("ISOPs") or to grant any third party any interest in such ISOPs. Additionally, Rasmussen pledged the equity value of his personal residence as collateral to secure his loan and Stemmler and Rasmussen provided collateral to secure Hussain's loan. Each Officer's loan bears interest at 9% per annum and matures in one year. A copy of the Promissory Note issued by each Officer in favor of Registrant as well as the Security Agreement and Agreement Not to Exercise Options entered into between Registrant and each Officer are attached hereto as Exhibits 10.24 through 10.29. A copy of a Deed of Trust executed by Rasmussen is attached hereto as Exhibit 10.30. A copy of the press release announcing the exercise of options by the Officers is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. - ------------------------------------------- (c) Exhibits 10.24 Promissory Note Issued by Robert Stemmler to Registrant dated March 15, 2001. 10.25 Promissory Note Issued by Dale Rasmussen to Registrant dated March 15, 2001. 10.26 Promissory Note Issued by Syed Hussain to Registrant dated March 15, 2001. 10.27 Security Agreement and Agreement Not to Exercise Options entered into between Robert Stemmler and Registrant dated March 15, 2001. 10.28 Security Agreement and Agreement Not to Exercise Options entered into between Dale Rasmussen and Registrant dated March 15, 2001. 10.29 Security Agreement and Agreement Not to Exercise Options entered into between Syed Hussain and Registrant dated March 15, 2001. 10.30 Deed of Trust Executed by Dale Rasmussen regarding personal residence. 99.1 Press Release dated March 21, 2001. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMPCO TECHNOLOGIES, INC. By: /s/ William B. Olson -------------------- William B. Olson Chief Financial Officer and Treasurer Date: March 26, 2001 EX-10.24 2 dex1024.txt PROMISSORY NOTE ISSUED BY ROBERT STEMMLER PROMISSORY NOTE $1,565,547 Cerritos, California March 15, 2001 FOR VALUE RECEIVED, the undersigned Robert Stemmler ("Borrower"), an individual, promises to pay to the order of IMPCO Technologies Inc., a Delaware corporation (the "Company"), on March 15, 2002, at its office at 16804 Gridley Place, Cerritos, 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 One Million Five Hundred Sixty Five Thousand Five Hundred Forty Seven Dollars ($1,565,547), with interest thereon as set forth herein. INTEREST: (a) Interest. The outstanding principal balance of this Note shall bear -------- interest at nine percent (9%) per annum (computed on the basis of a 360-day year, actual days elapsed). (b) Payment of Interest. Interest accrued on this Note shall be payable on ------------------- the first day of each month commencing April 1, 2001. (c) Default Rate. 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, the outstanding principal balance of this Note shall bear interest until paid in full 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. REPAYMENT AND PREPAYMENT: (a) 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. (b) Prepayment. Borrower may prepay principal in whole but not in part on ---------- this Note at any time. EVENTS OF DEFAULT: The occurrence of any of the following shall constitute an "Event of Default" under this Note: (a) The failure to pay any principal, interest, fees or other charges when due hereunder or under any contract, instrument or document executed in connection with this Note. (b) The filing of a petition by or against any Borrower, any guarantor of this Note or any general partner or joint venturer in any Borrower which is a partnership or a joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a "Third Party Obligor") under any provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or under any similar or other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; the appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of any Borrower or Third Party Obligor; any Borrower or Third Party Obligor becomes insolvent, makes a general 1 assignment for the benefit of creditors or is generally not paying its debts as they become due; or any attachment or like levy on any property of any Borrower or Third Party Obligor. (c) The death or incapacity of any individual Borrower or Third Party Obligor, or the dissolution or liquidation of any Borrower or Third Party Obligor which is a corporation, partnership, joint venture or other type of entity. (d) Any default in the payment or performance of any obligation, or any defined event of default, under any provisions of any contract, instrument or document pursuant to which any Borrower or Third Party Obligor has incurred any obligation for borrowed money, any purchase obligation, or any other liability of any kind to any person or entity, including the holder. (e) Any financial statement provided by any Borrower or Third Party Obligor to Company proves to be incorrect, false or misleading in any material respect. (f) Any sale or transfer of all or a substantial or material part of the assets of any Borrower or Third Party Obligor other than in the ordinary course of its business. (g) Any violation or breach of any provision of, or any defined event of default under, any addendum to this Note or any loan agreement, guaranty, security agreement, deed of trust, mortgage or other document executed in connection with or securing 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 each Borrower. Each 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 Company or any other person) relating to any 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. [NEXT PAGE IS THE SIGNATURE PAGE] 2 IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. /s/ Robert M. Stemmler - --------------------------- Robert M. Stemmler 3 EX-10.25 3 dex1025.txt PROMISSORY NOTE ISSUED BY DALE RASMUSSEN PROMISSORY NOTE $782,760 Cerritos, California March 15, 2001 FOR VALUE RECEIVED, the undersigned Dale Rasmussen ("Borrower"), an individual, promises to pay to the order of IMPCO Technologies Inc., a Delaware corporation (the "Company"), on March 15, 2002, at its office at 16804 Gridley Place, Cerritos, 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 Seven Hundred Eighty Two Thousand Seven Hundred Sixty Dollars ($782,760), with interest thereon as set forth herein. INTEREST: (a) Interest. The outstanding principal balance of this Note shall bear -------- interest at nine percent (9%) per annum (computed on the basis of a 360-day year, actual days elapsed). (b) Payment of Interest. Interest accrued on this Note shall be payable on ------------------- the first day of each month commencing April 1, 2001. (c) Default Rate. 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, the outstanding principal balance of this Note shall bear interest until paid in full 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. REPAYMENT AND PREPAYMENT: (a) 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. (b) Prepayment. Borrower may prepay principal in whole but not in part on ---------- this Note at any time. EVENTS OF DEFAULT: The occurrence of any of the following shall constitute an "Event of Default" under this Note: (a) The failure to pay any principal, interest, fees or other charges when due hereunder or under any contract, instrument or document executed in connection with this Note. (b) The filing of a petition by or against any Borrower, any guarantor of this Note or any general partner or joint venturer in any Borrower which is a partnership or a joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a "Third Party Obligor") under any provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or under any similar or other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; the appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of any Borrower or Third Party Obligor; any Borrower or Third Party Obligor becomes insolvent, makes a general 1 assignment for the benefit of creditors or is generally not paying its debts as they become due; or any attachment or like levy on any property of any Borrower or Third Party Obligor. (c) The death or incapacity of any individual Borrower or Third Party Obligor, or the dissolution or liquidation of any Borrower or Third Party Obligor which is a corporation, partnership, joint venture or other type of entity. (d) Any default in the payment or performance of any obligation, or any defined event of default, under any provisions of any contract, instrument or document pursuant to which any Borrower or Third Party Obligor has incurred any obligation for borrowed money, any purchase obligation, or any other liability of any kind to any person or entity, including the holder. (e) Any financial statement provided by any Borrower or Third Party Obligor to Company proves to be incorrect, false or misleading in any material respect. (f) Any sale or transfer of all or a substantial or material part of the assets of any Borrower or Third Party Obligor other than in the ordinary course of its business. (g) Any violation or breach of any provision of, or any defined event of default under, any addendum to this Note or any loan agreement, guaranty, security agreement, deed of trust, mortgage or other document executed in connection with or securing 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 each Borrower. Each 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 Company or any other person) relating to any 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. [NEXT PAGE IS THE SIGNATURE PAGE] 2 IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. /s/ Dale Rasmussen - ------------------------- Dale Rasmussen EX-10.26 4 dex1026.txt PROMISSORY NOTE ISSUED BY SYED HUSSAIN PROMISSORY NOTE $1,565,547 Cerritos, California March 15, 2001 FOR VALUE RECEIVED, the undersigned Syed Hussain ("Borrower"), an individual, promises to pay to the order of IMPCO Technologies Inc., a Delaware corporation (the "Company"), on March 15, 2002, at its office at 16804 Gridley Place, Cerritos, 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 One Million Five Hundred Sixty Five Thousand Five Hundred Forty Seven Dollars ($1,565,547), with interest thereon as set forth herein. INTEREST: (a) Interest. The outstanding principal balance of this Note shall bear -------- interest at nine percent (9%) per annum (computed on the basis of a 360-day year, actual days elapsed). (b) Payment of Interest. Interest accrued on this Note shall be payable on ------------------- the first day of each month commencing April 1, 2001. (c) Default Rate. 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, the outstanding principal balance of this Note shall bear interest until paid in full 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. REPAYMENT AND PREPAYMENT: (a) 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. (b) Prepayment. Borrower may prepay principal in whole but not in part on ---------- this Note at any time. EVENTS OF DEFAULT: The occurrence of any of the following shall constitute an "Event of Default" under this Note: (a) The failure to pay any principal, interest, fees or other charges when due hereunder or under any contract, instrument or document executed in connection with this Note. (b) The filing of a petition by or against any Borrower, any guarantor of this Note or any general partner or joint venturer in any Borrower which is a partnership or a joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a "Third Party Obligor") under any provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or under any similar or other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; the appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of any Borrower or Third Party Obligor; any Borrower or Third Party Obligor becomes insolvent, makes a general 1 assignment for the benefit of creditors or is generally not paying its debts as they become due; or any attachment or like levy on any property of any Borrower or Third Party Obligor. (c) The death or incapacity of any individual Borrower or Third Party Obligor, or the dissolution or liquidation of any Borrower or Third Party Obligor which is a corporation, partnership, joint venture or other type of entity. (d) Any default in the payment or performance of any obligation, or any defined event of default, under any provisions of any contract, instrument or document pursuant to which any Borrower or Third Party Obligor has incurred any obligation for borrowed money, any purchase obligation, or any other liability of any kind to any person or entity, including the holder. (e) Any financial statement provided by any Borrower or Third Party Obligor to Company proves to be incorrect, false or misleading in any material respect. (f) Any sale or transfer of all or a substantial or material part of the assets of any Borrower or Third Party Obligor other than in the ordinary course of its business. (g) Any violation or breach of any provision of, or any defined event of default under, any addendum to this Note or any loan agreement, guaranty, security agreement, deed of trust, mortgage or other document executed in connection with or securing 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 each Borrower. Each 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 Company or any other person) relating to any 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. [NEXT PAGE IS THE SIGNATURE PAGE] 2 IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. /s/ Syed Hussain - --------------------------- Syed Hussain EX-10.27 5 dex1027.txt SECURITY AGREEMENT BY ROBERT STEMMLER SECURITY Agreement AND ---------------------- Agreement not to exercise options -------------------------------- THIS SECURITY Agreement AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Agreement") is made as of March 15, 2001 by and between Robert Stemmler, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, pursuant to that certain Promissory Note dated as of March 15, 2001, issued by the Debtor to the Secured Party in the principal amount of $1,565,548 (as amended or modified from time to time, the "Note"), Secured Party ---- extended a loan to the Debtor on the terms and subject to the conditions set forth therein; WHEREAS, pursuant to that certain Promissory Note dated as of March 15, 2001, issued by Syed Hussain ("Borrower") to the Secured Party (as amended or modified from time to time, the "Borrower's Note"), the Secured Party extended a loan to Syed Hussain in the principal amount of $1,565,548 subject to the terms and conditions set forth in the Borrower's Note, and secured by collateral pledged by Borrower; WHEREAS, this Agreement provides the terms and conditions upon which the Note is secured by a pledge to the Secured Party of a security interest in and lien upon the Collateral (defined below). NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees as follows: AGREEMENT --------- 1. Grant of Security Interest; Covenant not to Exercise Options. Debtor ------------------------------------------------------------ hereby pledges and grants to the Secured Party a first priority security interest in the property described in Paragraph 2 below (collectively and severally, the "Collateral") to secure payment and performance of the obligations described in Paragraph 3 below (collectively and severally, the "Obligations"). So long as any Obligations are outstanding, Debtor hereby agrees not to (i) exercise any of the incentive stock options held by Stemmler listed on Schedule C (the "Schedule C Options") issued to Stemmler pursuant to various IMPCO stock options plans or (ii) grant any third party any interest in the Schedule C Options. 2. Collateral. The Collateral shall consist of the following, whether now ---------- owned or hereafter acquired: (a) Investment Securities. Shares of common stock of IMPCO (the --------------------- "IMPCO Shares") listed on Schedule A and stock options held by Robert Stemmler ("Stemmler") listed on Schedule B issued to Stemmler pursuant to various IMPCO stock option plans. Notwithstanding anything to the contrary contained herein, during the term of this Agreement until such time as there exists a default in the payment of principal or interest on the Note or any other default under the Note or this Agreement, Debtor will be entitled to (i) all voting rights with respect to the IMPCO Shares and the Secured Party will be entitled to receive, (ii) all cash dividends paid in respect of the Collateral, which dividends will offset accrued interest due under the Note and (iii) all new substituted and additional documents, instruments and general intangibles issued with respect thereto including, without limitation, all cash and noncash dividends or distributions and all other property now or hereafter distributable on account of or receivable with respect to any of the foregoing. (b) General Intangibles, Etc. All now existing or hereafter ------------------------- acquired general intangibles of every nature, including, but not limited to, the Secured Party's rights to payment under any type of derivative or hedging transaction ("Intangible Collateral") the Debtor may enter into with respect to the IMPCO Stock; and (c) Proceeds. All proceeds of the foregoing Collateral. For -------- purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary. 3. Obligations. The Obligations secured by this Agreement shall ----------- consist of (i) any and all debts, obligations and liabilities of Debtor to the Secured Party arising out of, connected with or related to the Note and this Agreement as amended from time to time and (ii) any and all obligations due and owing to Secured Party under the Borrower's Note and under any security agreement executed by the Borrower in connection with the Borrower's Note (the "Borrower's Obligations"). The Obligations secured by this Agreement shall include, without limitation, all such debts, obligations and liabilities, whether now existing or hereafter arising, voluntary or involuntary, whether due or not due, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, or whether incurred directly or acquired by the Secured Party by assignment or otherwise and whether or not from time to time decreased or extinguished and later increased, created or incurred. 4. Representations and Warranties. In addition to any representations and ------------------------------ warranties of Debtor set forth in any other agreement with or for the benefit of the Secured Party, which are incorporated herein by this reference, Debtor hereby represents and warrants that: (a) Ownership. Debtor is the sole owner of and has good and --------- marketable title to the IMPCO Stock (or, in the case of Intangible Collateral referred to in Section 2(b), at the time Debtor acquires rights in such Intangible Collateral, will be the sole owner thereof) and to the Schedule B Options and the Schedule C Options; (b) Priority. Except for security interests in favor of Secured Party -------- no person other than the Debtor has (except, in the case of Intangible Collateral which the Secured Party expressly agrees may be pledged pursuant to certain derivative or hedging transactions consented to in writing by Secured Party, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of security interest or other lien or charge) in, against or to the Collateral, and no person other than the Debtor has any right, title, claim or interest (by way of security interest or other lien or charge) in, against or to the Schedule C Options. (c) Accuracy of Information. All information heretofore, herein or ----------------------- hereafter supplied to the Secured Party by or on behalf of Debtor with respect to the Collateral and the Schedule C Options is true and correct; and (d) Delivery of Documents, Etc. To the extent required by Secured --------------------------- Party, Debtor has duly executed and delivered to Secured Party: (i) all agreements, documents, and other items of Collateral in which a security interest is or may be perfected by possession; and (ii) such additional writings, including, without limitation, assignments and stock powers, with respect thereto as the Secured Party shall request. 2 5. Covenants and Agreements of Debtor. In addition to all covenants and ---------------------------------- agreements of Debtor set forth in any other agreement with the Secured Party, which are incorporated herein by this reference, Debtor hereby agrees: (a) Preservation of Collateral. To do all acts that may be necessary -------------------------- to maintain, preserve and protect the Collateral and the Schedule C Options; (b) Use of Collateral. Not to use or permit any Collateral or the ----------------- Schedule C Options to be used unlawfully or in violation of any provision of this Agreement, any other agreement with the Secured Party related hereto or any applicable statute, regulation or ordinance; (c) Defense of Litigation. To appear in and defend any action or --------------------- proceeding which may affect its title to or the Secured Party's interest in the Collateral or in the Schedule C Options; (d) Possession of Collateral. Not to surrender or lose possession of ------------------------ (other than to the Secured Party), sell, assign, encumber, use or otherwise dispose of or transfer any Collateral or any Schedule C Options or right or interest therein except as otherwise provided for in this Agreement, and to keep the Collateral and the Schedule C Options free of all levies and security interests or other liens or charges except those approved in writing by the Secured Party and pursuant to this Agreement; (e) Compliance With Law. To comply with all laws, regulations and ------------------- ordinances relating to the possession, operation, maintenance and control of the Collateral and the Schedule C Options; (f) Standard of Care by the Secured Party. That such care as the ------------------------------------- Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in the Secured Party's possession; (g) Delivery of Intangible Collateral. To account fully for and --------------------------------- promptly deliver to the Secured Party, in the form received, all documents and agreements constituting Collateral hereunder and all proceeds of the Collateral received, all endorsed to the Secured Party or in blank, as requested by the Secured Party, and accompanied by such stock powers as appropriate and until so delivered all such documents, agreements and proceeds shall be held by Debtor in trust for the Secured Party, separate from all other property of Debtor and identified as the property of the Secured Party; (h) Further Assurances. To procure, execute and deliver from time to ------------------ time any endorsements, notifications, registrations, assignments, financing statements, certificates of title, and other writings deemed necessary or appropriate by the Secured Party to perfect, maintain and protect its security interest in the Collateral hereunder and the priority thereof; and to take such other actions as the Secured Party may request to protect the value of the Collateral and of the Schedule C Options and of the Secured Party's security interest in the Collateral, including, without limitation, provision of assurances from third parties regarding the Secured Party's right to foreclose on or sell, Collateral and right to realize the practical benefits of such foreclosure or sale; and (i) Payment of the Secured Party's Costs and Expenses. To reimburse ------------------------------------------------- the Secured Party upon demand for any reasonable costs and expenses, including, without limitation, reasonable attorneys' fees, that the Secured Party may incur while exercising any right, power or remedy provided by this Agreement or by law, all of which costs and expenses are included in the Obligations secured hereby. 3 6. Authorized Action by the Secured Party. At any time, Debtor hereby -------------------------------------- agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of the Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any act which Debtor is obligated by this Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact, so long as an Event of Default has occurred and is continuing, to exercise such rights and powers, including without limitation: (i) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (ii) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (iii) insure, process and preserve the Collateral; (iv) transfer the Collateral to its own or its nominee's name; (v) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (vi) to notify any account debtor on any Collateral to make payment directly to the Secured Party. 7. Default. An Event of Default shall occur hereunder if (i) an Event of ------- Default (as defined in the Note or in the Borrower's Note) shall occur or (ii) any representation or warranty made by Debtor hereunder or by Borrower in the Borrower's Note (or in any security agreement executed by Borrower in connection with Borrower's Note) shall be untrue when made in any material respect or (iii) Debtor shall fail to perform or observe any material term, covenant or condition in this Agreement. 8. Remedies. So long as any Event of Default has occurred and is -------- continuing, the Secured Party may, at its option, and without notice to or demand on Debtor and in addition to all rights and remedies available to the Secured Party under law or any other agreement do any one or more of the following: (a) General Enforcement. Foreclose or otherwise enforce the ------------------- Secured Party's security interest in any manner permitted by law, or provided for in this Agreement; (b) Sale, Etc. Sell or otherwise dispose of any Collateral at ---------- one or more public or private sales at the Secured Party's place of business or any other place or places, on such terms and in such manner as the Secured Party may reasonably determine; (c) Costs of Remedies. Recover from Debtor all reasonable costs and ----------------- expenses, including, without limitation, reasonable attorneys' fees, incurred or paid by the Secured Party in exercising any right, power or remedy provided by this Agreement or by law; and (d) Delivery to and Rights of Purchaser. Upon any sale or other ----------------------------------- disposition pursuant to this Agreement, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral or portion thereof so sold or disposed of. Each purchaser at any such sale or other disposition (including the Secured Party) shall hold the Collateral free from any claim or right of whatever kind, including any equity or right of redemption of Debtor and Debtor specifically waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. 9. Cumulative Rights. The rights, powers and remedies of the Secured ----------------- Party under this Agreement shall be in addition to all rights, powers and remedies given to the Secured Party by virtue of any statute or rule of law, the Note or any other agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the Secured Party's security interest in the Collateral. 4 10. Waiver. Any waiver, forbearance or failure or delay by the ------ Secured Party in exercising any right, power or remedy shall not preclude the further exercise thereof, and every right, power or remedy of the Secured Party shall continue in full force and effect until such right, power or remedy is specifically waived in a writing executed by the Secured Party. Debtor waives any right to require the Secured Party to proceed against any person or to exhaust any Collateral or to pursue any remedy in the Secured Party's power. 11. Setoff. or agrees that the Secured Party may exercise its rights ------ of setoff with respect to the Obligations in the same manner as if the Obligations were unsecured. 12. Binding Upon Successors. All rights of the Secured Party under ----------------------- this Agreement shall inure to the benefit of its successors and assigns, and all obligations of Debtor shall bind its heirs, executors, administrators, successors and assigns. 13. Entire Agreement; Severability. This Agreement contains the ------------------------------ entire agreement between the Secured Party and Debtor. If any of the provisions of this Agreement shall be held invalid or unenforceable, this Agreement shall be construed as if not containing those provisions and the rights and obligations of the parties hereto shall be construed and enforced accordingly. 14. References. The singular includes the plural. If more than one ---------- party executes this Agreement, the term Debtor shall be deemed to refer to each of the undersigned Debtors as well as to all of them, and their obligations and agreements hereunder shall be joint and several. If any of the undersigned is a married person, recourse may be had against his or her separate property for the Obligations. 15. Choice of Law. This Agreement shall be construed in accordance ------------- with and governed by the laws of the State of California, and, where applicable and except as otherwise defined herein, terms used herein shall have the meanings given them in the Uniform Commercial Code of such state. 16. Amendment. This Agreement may not be amended or modified except --------- by a writing signed by each of the parties hereto. 17. Addresses for Notices. All demands, notices and other --------------------- communications to Debtor or the Secured Party provided for hereunder shall be made or given as set forth in the Agreement. 5 18. Waiver of Jury Trial. Debtor and the Secured Party each waive -------------------- their respective rights to a trial by jury of any claim or cause of action based upon or arising out of or related to this Agreement. Debtor and the Secured Party each agree that any such claim or cause of action shall be tried by a court trial without a jury. Without limiting the foregoing, the parties further agree that their respective right to a trial by jury is waived by operation of this section as to any action, counterclaim or other proceeding which seeks, in whole or in part, to challenge the validity or enforceability of this Agreement or any provision hereof. This waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. 19. Third Party Waivers. ------------------- (a) Debtor authorizes Secured Party without notice or demand and without affecting its liability hereunder, from time to time to: (i) renew, compromise, extend, accelerate, or otherwise change the time for payment, or otherwise change the terms, of the Borrower's Obligations or any part thereof, including increase or decrease of the rate of interest thereon, or otherwise change the terms of any documents relating to the Borrower's Obligations; (ii) receive and hold security for the payment of the Borrower's Obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security; (iii) apply such security and direct the order or manner of sale thereof as Secured Party in its discretion may determine; and (iv) release or substitute the Borrower or any guarantor or any one or more of the endorsers or other guarantor of any of the Borrower's Obligations. (b) Debtor waives: (i) any right to require Secured Party to proceed against Borrower, proceed against or exhaust any security for the Borrower's Obligations, or pursue any other remedy in Secured Party's power whatsoever; (ii) any defense arising by reason of any disability or other defense of Borrower, or the cessation from any cause whatsoever of the liability of Borrower; (iii) any defense based on any claim that Debtor's obligations exceed or are more burdensome that those of Borrower; and (iv) the benefit of any statute of limitations affecting Debtor's liability hereunder; (v) any rights and defenses that are or may become available to Debtor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code; 6 (vi) all rights and defenses that Debtor may have because any of the obligations of Debtor are secured by real property. This means, among other things: (i) Secured Party may collect from Collateral without first foreclosing on any real or personal property collateral pledged by Borrower or any other party; and (ii) if Secured Party forecloses on any real property collateral pledged by Borrower: (1) the amount of the obligations secured thereby may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) Secured Party may collect from other collateral even if Secured Party by foreclosing on the real property collateral, has destroyed any right Debtor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Debtor may have because any of the Borrower's Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (vii) Debtor waives any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. [NEXT PAGE IS THE SIGNATURE PAGE] 7 In witness whereof, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: /s/ Robert M. Stemmler ------------------------------------- Robert M. Stemmler, an individual Address: 29409 232/nd/ Ave., SE Black Diamond, WA 98010 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By: /s/ Brian Olson ----------------------------------- Name: Brian Olson Title: Chief Financial Officer Address: 6804 Gridley Place Cerritos, California 90703 Schedule A ---------- 113,858 Shares of common stock of Impco Technologies, Inc. to be received upon the exercise of options previously granted by Questor Partners Fund, L.P. and Questor Side-by-Side Partners, L.P. to Robert Stemmler pursuant to an Option Agreement dated June 5, 1998. 6,800 Shares of common stock of Impco Technologies, Inc. held in the name of Robert Stemmler. Schedule B Robert Stemmler Impco Technologies, Inc. Non-Qualified Stock Options
Options Granted or Options Expiration Transferred Option Transferred Options Options Grant Date Date Plan ID Grant Type To Price out Outstanding Vested - -------------------------------------------------------------------------------------------------------------------------- 11/19/l993 11/19/2003 1989ISOP Non-Qualified 12,540 $10.8800 12,540 12,540 6/2/l994 6/2/2004 1989ISOP Non-Qualified 41,112 $11.2500 41,112 41,112 1/11/1996 1/11/2006 1989ISOP Non-Qualified 9,998 $ 8.3800 9,998 9,998 11/7/1996 11/7/2006 1996 Non-Qualified 9,400 $ 6.2500 9,400 9,400 t 11/22/l996 11/22/2006 1996 Non-Qualified 20,472 $ 7.6300 20,472 20,472 1/2/l997 1/2/2007 1996 Non-Qualified 21 $ 8.7500 21 21 5/22/l997 5/22/2007 1997ISOP Non-Qualified 134,736 $ 7.6300 134,736 90,000 5/22/l997 5/22/2007 1997ISOP Non-Qualified 50,000 $ 7.6300 50,000 30,000 1/2/1998 1/2/2008 1996 Non-Qualified 55 $11.0000 55 55 1/4/1999 1/4/2009 1989ISOP Non-Qualified 357 $13.1250 357 238 - -------------------------------------------------------------------------------------------------------------------------- Totals 213,836
Schedule C Robert Stemmler Impco Technologies, Inc. Incentive Stock Options
Options Granted or Options Expiration Transferred Option Transferred Options Options Grant Date Date Plan ID Grant Type To Price out Outstanding Vested - -------------------------------------------------------------------------------------------------------------------------- 5/26/l993 5/26/2003 1989ISOP Incentive 40,000 $ 5.25 36,428 36,428 11/19/1993 11/19/2003 1989ISOP Incentive 17,460 $10.88 17,460 17,460 6/2/l994 6/2/2004 1989ISOP Incentive 8,888 $11.25 8,888 8,888 1/11/1996 1/11/2006 1998ISOP Incentive 10,002 $ 8.38 10,002 10,002 11/7/l996 11/7/2006 1996 Incentive 14,100 $ 6.25 10,300 5,600 11/22/1996 11/22/2006 1996 Incentive 14,528 $ 7.63 14,528 7,528 1/2/l997 1/2/2007 1996 Incentive 14 $ 8.75 14 7 1/2/1998 l/2/2008 1996 Incentive 84 $11.00 84 28 - -------------------------------------------------------------------------------------------------------------------------- Totals 85,941
EX-10.28 6 dex1028.txt SECURITY AGREEMENT BY DALE RASMUSSEN SECURITY AGREEMENT AND ---------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Agreement") is made as of March 15, 2001 by and between Dale Rasmussen, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, pursuant to that certain Promissory Note dated as of March 15, 2001, issued by the Debtor to the Secured Party in the principal amount of $782,760 (as amended or modified from time to time, the "Note"), Secured Party ---- extended a loan to the Debtor on the terms and subject to the conditions set forth therein. WHEREAS, pursuant to that certain Promissory Note dated as of March 15, 2001, issued by Syed Hussain ("Borrower") to the Secured Party (as amended or modified from time to time, the "Borrower's Note"), the Secured Party extended a loan to Syed Hussain in the principal amount of $1,565,548 subject to the terms and conditions set forth in the Borrower's Note, and secured by collateral pledged by Borrower; WHEREAS, this Agreement provides the terms and conditions upon which the Note is secured by a pledge to the Secured Party of a security interest in and lien upon the Collateral (defined below). NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees as follows: AGREEMENT --------- 1. Grant of Security Interest; Covenant not to Exercise Options. Debtor ------------------------------------------------------------ hereby pledges and grants to the Secured Party a first priority security interest in the property described in Paragraph 2 below (collectively and severally, the "Collateral") to secure payment and performance of the obligations described in Paragraph 3 below (collectively and severally, the "Obligations"). So long as any Obligations are outstanding, Debtor hereby agrees not to (i) exercise any of the incentive stock options held by Rasmussen listed on Schedule C (the "Schedule C Options") issued to Rasmussen pursuant to various IMPCO stock options plans or (ii) grant any third party any interest in the Schedule C Options. 2. Collateral. The Collateral shall consist of the following, whether now ---------- owned or hereafter acquired: (a) Investment Securities. Shares of common stock of IMPCO (the --------------------- "IMPCO Shares") listed on Schedule A and stock options held by Dale Rasmussen ("Rasmussen") listed on Schedule B issued to Rasmussen pursuant to various IMPCO stock option plans. Notwithstanding anything to the contrary contained herein, during the term of this Security Agreement until such time as there exists a default in the payment of principal or interest on the Note or any other default under the Note or this Agreement, Debtor will be entitled to (i) all voting rights with respect to the IMPCO Shares and the Secured Party will be entitled to receive, (ii) all cash dividends paid in respect of the Collateral, which dividends will offset accrued interest due under the Note and (iii) all new substituted and additional documents, instruments and general intangibles issued with respect thereto including, without limitation, all cash and noncash dividends or distributions and all other property now or hereafter distributable on account of or receivable with respect to any of the foregoing. (b) General Intangibles, Etc. All now existing or hereafter ------------------------- acquired general intangibles of every nature, including, but not limited to, the Secured Party's rights to payment under any type of derivative or hedging transaction ("Intangible Collateral") the Debtor may enter into with respect to the IMPCO Stock; and (c) Proceeds. All proceeds of the foregoing Collateral. For -------- purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary. 3. Obligations. The Obligations secured by this Agreement shall ----------- consist of any and all debts, obligations and liabilities of Debtor to the Secured Party (i) arising out of, connected with or related to the Note and this Agreement as amended or modified from time to time or (ii) obligations due and owing to Secured Party under the Borrower's Note and under any security agreement executed by the Borrower in connection with the Borrower's Note (the "Borrower's Obligations"). The Obligations secured by this Agreement shall include, without limitation, all such debts, obligations and liabilities, whether now existing or hereafter arising, voluntary or involuntary, whether due or not due, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, or whether incurred directly or acquired by the Secured Party by assignment or otherwise and whether or not from time to time decreased or extinguished and later increased, created or incurred. 4. Representations and Warranties. In addition to any ------------------------------ representations and warranties of Debtor set forth in any other agreement with or for the benefit of the Secured Party, which are incorporated herein by this reference, Debtor hereby represents and warrants that: (a) Ownership. Debtor is the sole owner of and has good and --------- marketable title to the IMPCO Stock (or, in the case of Intangible Collateral referred to in Section 2(b), at the time Debtor acquires rights in such Intangible Collateral, will be the sole owner thereof) and to the Schedule B Options and the Schedule C Options; (b) Priority. Except for security interests in favor of Secured -------- Party no person other than the Debtor has (except, in the case of Intangible Collateral which the Secured Party expressly agrees may be pledged pursuant to certain derivative or hedging transactions consented to in writing by Secured Party, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of security interest or other lien or charge) in, against or to the Collateral, and no person other than the Debtor has any right, title, claim or interest (by way of security interest or other lien or charge) in, against or to the Schedule C Options. (c) Accuracy of Information. All information heretofore, herein ----------------------- or hereafter supplied to the Secured Party by or on behalf of Debtor with respect to the Collateral and the Schedule C Options is true and correct; and (d) Delivery of Documents, Etc. To the extent required by --------------------------- Secured Party, Debtor has duly executed and delivered to Secured Party: (i) all agreements, documents, and other items of Collateral in which a security interest is or may be perfected by possession; and (ii) such additional writings, including, without limitation, assignments and stock powers, with respect thereto as the Secured Party shall request. 2 5. Covenants and Agreements of Debtor. In addition to all covenants and ---------------------------------- agreements of Debtor set forth in any other agreement with the Secured Party, which are incorporated herein by this reference, Debtor hereby agrees: (a) Preservation of Collateral. To do all acts that may be -------------------------- necessary to maintain, preserve and protect the Collateral and the Schedule C Options; (b) Use of Collateral. Not to use or permit any Collateral or ----------------- the Schedule C Options to be used unlawfully or in violation of any provision of this Agreement, any other agreement with the Secured Party related hereto or any applicable statute, regulation or ordinance; (c) Defense of Litigation. To appear in and defend any action or --------------------- proceeding which may affect its title to or the Secured Party's interest in the Collateral or in the Schedule C Options; (d) Possession of Collateral. Not to surrender or lose ------------------------ possession of (other than to the Secured Party), sell, assign, encumber, use or otherwise dispose of or transfer any Collateral or any Schedule C Options or right or interest therein except as otherwise provided for in this Agreement, and to keep the Collateral and the Schedule C Options free of all levies and security interests or other liens or charges except those approved in writing by the Secured Party and pursuant to this Agreement; (e) Compliance With Law. To comply with all laws, regulations ------------------- and ordinances relating to the possession, operation, maintenance and control of the Collateral and the Schedule C Options; (f) Standard of Care by the Secured Party. That such care as the ------------------------------------- Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in the Secured Party's possession; (g) Delivery of Intangible Collateral. To account fully for and --------------------------------- promptly deliver to the Secured Party, in the form received, all documents and agreements constituting Collateral hereunder and all proceeds of the Collateral received, all endorsed to the Secured Party or in blank, as requested by the Secured Party, and accompanied by such stock powers as appropriate and until so delivered all such documents, agreements and proceeds shall be held by Debtor in trust for the Secured Party, separate from all other property of Debtor and identified as the property of the Secured Party; (h) Further Assurances. To procure, execute and deliver from ------------------ time to time any endorsements, notifications, registrations, assignments, financing statements, certificates of title, and other writings deemed necessary or appropriate by the Secured Party to perfect, maintain and protect its security interest in the Collateral hereunder and the priority thereof; and to take such other actions as the Secured Party may request to protect the value of the Collateral and of the Schedule C Options and of the Secured Party's security interest in the Collateral, including, without limitation, provision of assurances from third parties regarding the Secured Party's right to foreclose on or sell, Collateral and right to realize the practical benefits of such foreclosure or sale; and (i) Payment of the Secured Party's Costs and Expenses. To -------------------------------------------------- reimburse the Secured Party upon demand for any reasonable costs and expenses, including, without limitation, reasonable attorneys' fees, that the Secured Party may incur while exercising any right, power or remedy provided by this Agreement or by law, all of which costs and expenses are included in the Obligations secured hereby. 3 6. Authorized Action by the Secured Party. At any time, Debtor -------------------------------------- hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of the Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any act which Debtor is obligated by this Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact, so long as an Event of Default has occurred and is continuing, to exercise such rights and powers, including without limitation: (i) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (ii) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (iii) insure, process and preserve the Collateral; (iv) transfer the Collateral to its own or its nominee's name; (v) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (vi) to notify any account debtor on any Collateral to make payment directly to the Secured Party. 7. Default. An Event of Default shall occur hereunder if (i) an ------- Event of Default (as defined in the Note or in the Borrower's Note) shall occur or (ii) any representation or warranty made by Debtor hereunder or by Borrower in the Borrower's Note (or in any security agreement executed by Borrower in connection with Borrower's Note) shall be untrue when made in any material respect or (iii) Debtor shall fail to perform or observe any material term, covenant or condition in this Agreement. 8. Remedies. So long as any Event of Default has occurred and is -------- continuing, the Secured Party may, at its option, and without notice to or demand on Debtor and in addition to all rights and remedies available to the Secured Party under law or any other agreement do any one or more of the following: (a) General Enforcement. Foreclose or otherwise enforce the ------------------- Secured Party's security interest in any manner permitted by law, or provided for in this Agreement; (b) Sale, Etc. Sell or otherwise dispose of any Collateral at --------- one or more public or private sales at the Secured Party's place of business or any other place or places, on such terms and in such manner as the Secured Party may reasonably determine; (c) Costs of Remedies. Recover from Debtor all reasonable costs ----------------- and expenses, including, without limitation, reasonable attorneys' fees, incurred or paid by the Secured Party in exercising any right, power or remedy provided by this Agreement or by law; and (d) Delivery to and Rights of Purchaser. Upon any sale or other ----------------------------------- disposition pursuant to this Agreement, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral or portion thereof so sold or disposed of. Each purchaser at any such sale or other disposition (including the Secured Party) shall hold the Collateral free from any claim or right of whatever kind, including any equity or right of redemption of Debtor and Debtor specifically waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. 9. Cumulative Rights. The rights, powers and remedies of the ----------------- Secured Party under this Agreement shall be in addition to all rights, powers and remedies given to the Secured Party by virtue of any statute or rule of law, the Note or any other agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the Secured Party's security interest in the Collateral. 4 10. Waiver. Any waiver, forbearance or failure or delay by the ------ Secured Party in exercising any right, power or remedy shall not preclude the further exercise thereof, and every right, power or remedy of the Secured Party shall continue in full force and effect until such right, power or remedy is specifically waived in a writing executed by the Secured Party. Debtor waives any right to require the Secured Party to proceed against any person or to exhaust any Collateral or to pursue any remedy in the Secured Party's power. 11. Setoff. Debtor agrees that the Secured Party may exercise its ------ rights of setoff with respect to the Obligations in the same manner as if the Obligations were unsecured. 12. Binding Upon Successors. All rights of the Secured Party under ----------------------- this Agreement shall inure to the benefit of its successors and assigns, and all obligations of Debtor shall bind its heirs, executors, administrators, successors and assigns. 13. Entire Agreement; Severability. This Agreement contains the ------------------------------ entire agreement between the Secured Party and Debtor. If any of the provisions of this Agreement shall be held invalid or unenforceable, this Agreement shall be construed as if not containing those provisions and the rights and obligations of the parties hereto shall be construed and enforced accordingly. 14. References. The singular includes the plural. If more than one ---------- party executes this Agreement, the term Debtor shall be deemed to refer to each of the undersigned Debtors as well as to all of them, and their obligations and agreements hereunder shall be joint and several. If any of the undersigned is a married person, recourse may be had against his or her separate property for the Obligations. 15. Choice of Law. This Agreement shall be construed in accordance ------------- with and governed by the laws of the State of California, and, where applicable and except as otherwise defined herein, terms used herein shall have the meanings given them in the Uniform Commercial Code of such state. 16. Amendment. This Agreement may not be amended or modified except --------- by a writing signed by each of the parties hereto. 17. Addresses for Notices. All demands, notices and other --------------------- communications to Debtor or the Secured Party provided for hereunder shall be made or given as set forth in the Agreement. 5 18. Waiver of Jury Trial. DEBTOR AND THE SECURED PARTY EACH WAIVE -------------------- THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT. DEBTOR AND THE SECURED PARTY EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. 19. Third Party Waivers. ------------------- (a) Debtor authorizes Secured Party without notice or demand and without affecting its liability hereunder, from time to time to: (i) renew, compromise, extend, accelerate, or otherwise change the time for payment, or otherwise change the terms, of the Borrower's Obligations or any part thereof, including increase or decrease of the rate of interest thereon, or otherwise change the terms of any documents relating to the Borrower's Obligations; (ii) receive and hold security for the payment of the Borrower's Obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security; (iii) apply such security and direct the order or manner of sale thereof as Secured Party in its discretion may determine; and (iv) release or substitute the Borrower or any guarantor or any one or more of the endorsers or other guarantor of any of the Borrower's Obligations. (b) Debtor waives: (i) any right to require Secured Party to proceed against Borrower, proceed against or exhaust any security for the Borrower's Obligations, or pursue any other remedy in Secured Party's power whatsoever; (ii) any defense arising by reason of any disability or other defense of Borrower, or the cessation from any cause whatsoever of the liability of Borrower; (iii) any defense based on any claim that Debtor's obligations exceed or are more burdensome that those of Borrower; and (iv) the benefit of any statute of limitations affecting Debtor's liability hereunder; (v) any rights and defenses that are or may become available to Debtor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code; 6 (vi) all rights and defenses that Debtor may have because any of the obligations of Debtor are secured by real property. This means, among other things: (i) Secured Party may collect from Collateral without first foreclosing on any real or personal property collateral pledged by Borrower or any other party; and (ii) if Secured Party forecloses on any real property collateral pledged by Borrower: (1) the amount of the obligations secured thereby may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) Secured Party may collect from other collateral even if Secured Party by foreclosing on the real property collateral, has destroyed any right Debtor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Debtor may have because any of the Borrower's Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (vii) Debtor waives any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. [NEXT PAGE IS THE SIGNATURE PAGE] 7 IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be executed on and as of the day and year first above written. DEBTOR: /s/ Dale L. Rasmussen ----------------------------------------- Dale Rasmussen, an individual Address: 29409 232/nd/ Ave., SE Black Diamond, WA 98010 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By: /s/ Brian Olson -------------------------------- Name: Brian Olson Title: Chief Financial Officer Address: 6804 Gridley Place Cerritos, California 90703 8 Schedule B Dale Rasmussen Impco Technologies, Inc. Non-Qualified Stock Options
Options Granted or Options Expiration Transferred Option Transferred Options Options Grant Date Date Plan ID Grant Type To Price out Outstanding Vested - ------------------------------------------------------------------------------------------------------------ 5/22/1997 5/22/2007 1997ISOP Non-Qualified 3,675 $7.6300 3,675 3,675 5/22/1997 5/22/2007 1997ISOP Non-Qualified 11,156 $7.6300 11,156 9,578 - ------------------------------------------------------------------------------------------------------------ Totals 13,253
Schedule C Dale Rasmussen Impco Technologies, Inc. Incentive Stock Options
Options Granted or Options Expiration Transferred Option Transferred Options Options Grant Date Date Plan ID Grant Type To Price out Outstanding Vested - ------------------------------------------------------------------------------------------------------------ 1/11 1996 1/11/2006 1996 Incentive 12,000 $6.2500 12,000 9,600 5/22/1997 5/22/2007 1997ISOP Incentive 16,325 $7.6300 16,325 8,325 5/22/1997 5/22/2007 1997ISOP Incentive 8.844 $7.6300 8,844 2,422 6/30/1997 6/30/2007 1989ISOP Incentive 10,000 $8.0000 10,000 7,500 6/30/1997 6/30/2007 1996 Incentive 10,000 $8.0000 10,000 6,000 - ------------------------------------------------------------------------------------------------------------ Totals 33,847
EX-10.29 7 dex1029.txt SECURITY AGREEMENT BY SYED HUSSAIN SECURITY AGREEMENT AND ---------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Agreement") is made as of March 15, 2001 by and between Syed Hussain, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, pursuant to that certain Promissory Note dated as of March 15, 2001, issued by the Debtor to the Secured Party in the principal amount of $1,565,547 (as amended or modified from time to time, the "Note"), Secured Party ---- extended a loan to the Debtor on the terms and subject to the conditions set forth therein. WHEREAS, this Agreement provides the terms and conditions upon which the Note is secured by a pledge to the Secured Party of a security interest in and lien upon the Collateral (defined below). NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees as follows: AGREEMENT --------- 1. Grant of Security Interest; Covenant not to Exercise Options. Debtor ------------------------------------------------------------ hereby pledges and grants to the Secured Party a first priority security interest in the property described in Paragraph 2 below (collectively and severally, the "Collateral") to secure payment and performance of the obligations described in Paragraph 3 below (collectively and severally, the "Obligations"). So long as any Obligations are outstanding, Debtor hereby agrees not to (i) exercise any of the incentive stock options held by Hussain listed on Schedule C (the "Schedule C Options") issued to Hussain pursuant to various IMPCO stock options plans or (ii) grant any third party any interest in the Schedule C Options. 2. Collateral. The Collateral shall consist of the following, whether now ---------- owned or hereafter acquired: (a) Investment Securities. Shares of common stock of IMPCO (the "IMPCO --------------------- Shares") listed on Schedule A and the stock options held by Syed Hussain ("Hussain") listed on Schedule B issued to Rasmussen pursuant to various IMPCO stock option plans. Notwithstanding anything to the contrary contained herein, during the term of this Agreement until such time as there exists a default in the payment of principal or interest on the Note or any other default under the Note or this Agreement, Debtor will be entitled to (i) all voting rights with respect to the IMPCO Shares and the Secured Party will be entitled to receive, (ii) all cash dividends paid in respect of the Collateral, which dividends will offset accrued interest due under the Note and (iii) all new substituted and additional documents, instruments and general intangibles issued with respect thereto including, without limitation, all cash and noncash dividends or distributions and all other property now or hereafter distributable on account of or receivable with respect to any of the foregoing. (b) General Intangibles, Etc. All now existing or hereafter acquired ------------------------ general intangibles of every nature, including, but not limited to, the Secured Party's rights to payment under any type of derivative or hedging transaction ("Intangible Collateral") the Debtor may enter into with respect to the IMPCO Stock; and (c) Proceeds. All proceeds of the foregoing Collateral. For -------- purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary. 3. Obligations. The Obligations secured by this Agreement shall ----------- consist of any and all debts, obligations and liabilities of Debtor to the Secured Party arising out of, connected with or related to the Note and this Agreement as amended or modified from time to time. The Obligations secured by this Agreement shall include, without limitation, all such debts, obligations and liabilities, whether now existing or hereafter arising, voluntary or involuntary, whether due or not due, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, or whether incurred directly or acquired by the Secured Party by assignment or otherwise and whether or not from time to time decreased or extinguished and later increased, created or incurred. 4. Representations and Warranties. In addition to any ------------------------------ representations and warranties of Debtor set forth in any other agreement with or for the benefit of the Secured Party, which are incorporated herein by this reference, Debtor hereby represents and warrants that: (a) Ownership. Debtor is the sole owner of and has good and --------- marketable title to the IMPCO Stock (or, in the case of Intangible Collateral referred to in Section 2(b), at the time Debtor acquires rights in such Intangible Collateral, will be the sole owner thereof) and to the Schedule B Options and the Schedule C Options; (b) Priority. Except for security interests in favor of Secured -------- Party no person other than the Debtor has (except, in the case of Intangible Collateral which the Secured Party expressly agrees may be pledged pursuant to certain derivative or hedging transactions consented to in writing by Secured Party, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of security interest or other lien or charge) in, against or to the Collateral, and no person other than the Debtor has any right, title, claim or interest (by way of security interest or other lien or charge) in, against or to the Schedule C Options. (c) Accuracy of Information. All information heretofore, herein ----------------------- or hereafter supplied to the Secured Party by or on behalf of Debtor with respect to the Collateral and the Schedule C Options is true and correct; and (d) Delivery of Documents, Etc. To the extent required by ------------------------- Secured Party, Debtor has duly executed and delivered to Secured Party: (i) all agreements, documents, and other items of Collateral in which a security interest is or may be perfected by possession; and (ii) such additional writings, including, without limitation, assignments and stock powers, with respect thereto as the Secured Party shall request. 5. Covenants and Agreements of Debtor. In addition to all ---------------------------------- covenants and agreements of Debtor set forth in any other agreement with the Secured Party, which are incorporated herein by this reference, Debtor hereby agrees: (a) Preservation of Collateral. To do all acts that may be -------------------------- necessary to maintain, preserve and protect the Collateral and the Schedule C Options; 2 (b) Use of Collateral. Not to use or permit any Collateral or ----------------- the Schedule C Options to be used unlawfully or in violation of any provision of this Agreement, any other agreement with the Secured Party related hereto or any applicable statute, regulation or ordinance; (c) Defense of Litigation. To appear in and defend any action or --------------------- proceeding which may affect its title to or the Secured Party's interest in the Collateral or in the Schedule C Options; (d) Possession of Collateral. Not to surrender or lose ------------------------ possession of (other than to the Secured Party), sell, assign, encumber, use or otherwise dispose of or transfer any Collateral or any Schedule C Options or right or interest therein except as otherwise provided for in this Agreement, and to keep the Collateral and the Schedule C Options free of all levies and security interests or other liens or charges except those approved in writing by the Secured Party and pursuant to this Agreement; (e) Compliance With Law. To comply with all laws, regulations ------------------- and ordinances relating to the possession, operation, maintenance and control of the Collateral and the Schedule C Options; (f) Standard of Care by the Secured Party. That such care as the ------------------------------------- Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in the Secured Party's possession; (g) Delivery of Intangible Collateral. To account fully for and --------------------------------- promptly deliver to the Secured Party, in the form received, all documents and agreements constituting Collateral hereunder and all proceeds of the Collateral received, all endorsed to the Secured Party or in blank, as requested by the Secured Party, and accompanied by such stock powers as appropriate and until so delivered all such documents, agreements and proceeds shall be held by Debtor in trust for the Secured Party, separate from all other property of Debtor and identified as the property of the Secured Party; (h) Further Assurances. To procure, execute and deliver from ------------------ time to time any endorsements, notifications, registrations, assignments, financing statements, certificates of title, and other writings deemed necessary or appropriate by the Secured Party to perfect, maintain and protect its security interest in the Collateral hereunder and the priority thereof; and to take such other actions as the Secured Party may request to protect the value of the Collateral and of the Schedule C Options and of the Secured Party's security interest in the Collateral, including, without limitation, provision of assurances from third parties regarding the Secured Party's right to foreclose on or sell, Collateral and right to realize the practical benefits of such foreclosure or sale; and (i) Payment of the Secured Party's Costs and Expenses. To ------------------------------------------------- reimburse the Secured Party upon demand for any reasonable costs and expenses, including, without limitation, reasonable attorneys' fees, that the Secured Party may incur while exercising any right, power or remedy provided by this Agreement or by law, all of which costs and expenses are included in the Obligations secured hereby. 6. Authorized Action by the Secured Party. At any time, Debtor -------------------------------------- hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of the Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any act which Debtor is obligated by this Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact, so long as an Event of Default has occurred and is continuing, to exercise such rights and powers, including without limitation: (i) collect by 3 legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (ii) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (iii) insure, process and preserve the Collateral; (iv) transfer the Collateral to its own or its nominee's name; (v) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (vi) to notify any account debtor on any Collateral to make payment directly to the Secured Party. 7. Default. An Event of Default shall occur hereunder if (i) an ------- Event of Default (as defined in the Note) shall occur or (ii) any representation or warranty made by Debtor hereunder shall be untrue when made in any material respect or (iii) Debtor shall fail to perform or observe any material term, covenant or condition in this Agreement. 8. Remedies. So long as any Event of Default has occurred and is -------- continuing, the Secured Party may, at its option, and without notice to or demand on Debtor and in addition to all rights and remedies available to the Secured Party under law or any other agreement do any one or more of the following: (a) General Enforcement. Foreclose or otherwise enforce the ------------------- Secured Party's security interest in any manner permitted by law, or provided for in this Agreement; (b) Sale, Etc. Sell or otherwise dispose of any Collateral at --------- one or more public or private sales at the Secured Party's place of business or any other place or places, on such terms and in such manner as the Secured Party may reasonably determine; (c) Costs of Remedies. Recover from Debtor all reasonable costs ----------------- and expenses, including, without limitation, reasonable attorneys' fees, incurred or paid by the Secured Party in exercising any right, power or remedy provided by this Agreement or by law; and (d) Delivery to and Rights of Purchaser. Upon any sale or other ----------------------------------- disposition pursuant to this Agreement, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral or portion thereof so sold or disposed of. Each purchaser at any such sale or other disposition (including the Secured Party) shall hold the Collateral free from any claim or right of whatever kind, including any equity or right of redemption of Debtor and Debtor specifically waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. 9. Cumulative Rights. The rights, powers and remedies of the Secured ----------------- Party under this Agreement shall be in addition to all rights, powers and remedies given to the Secured Party by virtue of any statute or rule of law, the Note or any other agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the Secured Party's security interest in the Collateral. 10. Waiver. Any waiver, forbearance or failure or delay by the ------ Secured Party in exercising any right, power or remedy shall not preclude the further exercise thereof, and every right, power or remedy of the Secured Party shall continue in full force and effect until such right, power or remedy is specifically waived in a writing executed by the Secured Party. Debtor waives any right to require the Secured Party to proceed against any person or to exhaust any Collateral or to pursue any remedy in the Secured Party's power. 4 11. Setoff. Debtor agrees that the Secured Party may exercise its ------ rights of setoff with respect to the Obligations in the same manner as if the Obligations were unsecured. 12. Binding Upon Successors. All rights of the Secured Party under ----------------------- this Agreement shall inure to the benefit of its successors and assigns, and all obligations of Debtor shall bind its heirs, executors, administrators, successors and assigns. 13. Entire Agreement; Severability. This Agreement contains the ------------------------------ entire agreement between the Secured Party and Debtor. If any of the provisions of this Agreement shall be held invalid or unenforceable, this Agreement shall be construed as if not containing those provisions and the rights and obligations of the parties hereto shall be construed and enforced accordingly. 14. References. The singular includes the plural. If more than one ---------- party executes this Agreement, the term Debtor shall be deemed to refer to each of the undersigned Debtors as well as to all of them, and their obligations and agreements hereunder shall be joint and several. If any of the undersigned is a married person, recourse may be had against his or her separate property for the Obligations. 15. Choice of Law. This Agreement shall be construed in accordance ------------- with and governed by the laws of the State of California, and, where applicable and except as otherwise defined herein, terms used herein shall have the meanings given them in the Uniform Commercial Code of such state. 16. Amendment. This Agreement may not be amended or modified except --------- by a writing signed by each of the parties hereto. 17. Addresses for Notices. All demands, notices and other --------------------- communications to Debtor or the Secured Party provided for hereunder shall be made or given as set forth in the Agreement. 18. Waiver of Jury Trial. DEBTOR AND THE SECURED PARTY EACH WAIVE -------------------- THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT. DEBTOR AND THE SECURED PARTY EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. [NEXT PAGE IS THE SIGNATURE PAGE] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: /s/ S R Hussain ---------------------------------------- Syed Hussain, an individual Address: 17872 Cartwright Road Irvine, CA 92614 SECURED PARTY: IMPCO TECHNOLOGIES, inc., a Delaware corporation By: _____________________________ Name: Brian Olson Title: Chief Financial Officer Address: 6804 Gridley Place Cerritos, California 90703 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: ______________________________________ Syed Hussain, an individual Address: 17872 Cartwright Road Irvine, CA 92614 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By: /s/ Brian Olson ----------------------------------- Name: Brian Olson Title: Chief Financial Officer Address: 6804 Gridley Place Cerritos, California 90703 Schedule A ---------- 113,858 Shares of common stock of Impco Technologies, Inc. to be received upon the exercise of options previously granted by Questor Partners Fund, L.P. and Questor Side-by-Side Partners, L.P. to Syed Hussain pursuant to an Option Agreement dated June 5, 1998. Schedule B Syed Hussain's Impco Technologies, Inc. Non-Qualified Stock Options
Options Granted or Options Expiration Transferred Option Transferred Options Options Grant Date Date Plan ID Grant Type To Price Out Outstanding Vested - ---------------------------------------------------------------------------------------------------------------------------------- 5/22/1997 5/22/2007 1997ISOP Non-Qualified 11,557 $7.6300 1,038 519 5/22/1997 5/22/2007 1997ISOP Non-Qualified 46,894 $7.6300 48,894 30,000 - ---------------------------------------------------------------------------------------------------------------------------------- Total 30,519
Schedule C Syed Hussain's Impco Technologies, Inc. Incentive Stock Options
Options Granted or Options Expiration Transferred Option Transferred Options Options Grant Date Date Plan ID Grant Type To Price Out Outstanding Vested - ---------------------------------------------------------------------------------------------------------------------------- 1/11/1996 1/11/2006 1996 Incentive 3,000 $8.3800 1,200 1,200 11/7/1996 11/7/2006 1996 Incentive 12,000 $6.2500 4,800 2,400 11/22/1996 11/22/2006 1996 Incentive 5,000 $7.6300 2,000 1,000 5/22/1997 5/22/2007 1997ISOP Incentive 38,443 $7.6300 28,962 9,481 - ---------------------------------------------------------------------------------------------------------------------------- Total 14,081
EX-10.30 8 dex1030.txt DEED OF TRUST BY DALE RASMUSSEN After Recording Return To: IMPCO Technologies, Inc. - ----------------------------- 16804 Gridley Place - ----------------------------- Cerritos, CA 90702 - ----------------------------- ATTN: General Counsel - ----------------------------- - -------------------[Space Above This Line For Recording Data]------------------- DEED OF TRUST DEFINITIONS Words used in multiple sections of this document are defined below and other words are defined in Sections 3, 11, 13, 18, 20 and 21. Certain rules regarding the usage of words used in this document are also provided in Section 16. (A) "Security Instrument" means this document, which is dated March 15, 2001, --------------- together with all Riders to this document. (B) "Borrower" is Dale L. Rasmussen. Borrower is the trustor under this ----------------- Security Instrument. (C) "Lender" is IMPCO Technologies, Inc. Lender is a corporation organized and ------------------------ ----------- existing under the laws of Delaware. Lender's address is 16804 Gridley Place, -------------------- Cerritos, CA 90702. Lender is the beneficiary under this Security Instrument. - ------------------ (D) "Trustee" is CHICAGO TITLE INSURANCE COMPANY ------------------------------- (E) "Note" means the promissory note signed by Borrower and dated March 15, --------- 2001. The Note states that Borrower owes Lender Seven Hundred Eighty-Two - ---- ------------------------ Thousand Seven Hundred and Sixty Dollars (U.S. $782,760.00) plus interest. - -------------------------------- ---------- Borrower has promised to pay this debt in regular Periodic Payments and to pay the debt in full not later than March 15, 2002. -------------- (F) "Property" means the property that is described below under the heading "Transfer of Rights in the Property." (G) "Loan" means the debt evidenced by the Note, plus interest, any prepayment charges and late charges due under the Note, and all sums due under this Security Instrument, plus interest.* * This Loan is not for either personal, family or household uses. The Borrower is an employee of the Lender, and the proceeds of this Loan are being used by Borrower to acquire common stock in the Lender. (page 1 of 16 pages) (H) "Riders" means all Riders to this Security Instrument that are executed by Borrower. The following Riders are to be executed by Borrower [check box as applicable]: [_] Adjustable Rate Rider [_] Condominium Rider [_] Second Home Rider [_] Balloon Rider [_] Planned Unit Development Rider [_] Other(s) [specify] _____________ [_] 1-4 Family Rider [_] Biweekly Payment Rider
(I) "Applicable Law" means all controlling applicable federal, state and local statutes, regulations, ordinances and administrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opinions. (J) "Community Association Dues, Fees, and Assessments" means all dues, fees, assessments and other charges that are imposed on Borrower or the Property by a condominium association, homeowners association or similar organization. (K) "Electronic Funds Transfer" means any transfer of funds, other than a transaction originated by check, draft, or similar paper instrument, which is initiated through an electronic terminal, telephonic instrument, computer, or magnetic tape so as to order, instruct, or authorize a financial institution to debit or credit an account. Such term includes, but is not limited to, point-of-sale transfers, automated teller machine transactions, transfers initiated by telephone, wire transfers, and automated clearinghouse transfers. (L) "Escrow Items" means those items that are described in Section 3. (M) "Miscellaneous Proceeds" means any compensation, settlement, award of damages, or proceeds paid by any third party (other than insurance proceeds paid under the coverages described in Section 5) for: (i) damage to, or destruction of, the Property; (ii) condemnation or other taking of all or any part of the Property; (iii) conveyance in lieu of condemnation; or (iv) misrepresentations of, or omissions as to, the value and/or condition of the Property. (N) "Mortgage Insurance" means insurance protecting Lender against the nonpayment of, or default on, the Loan. (O) "Periodic Payment" means the regularly scheduled amount due for (i) principal and interest under the Note, plus (ii) any amounts under Section 3 of this Security Instrument. (P) "RESPA" me4ans the real Estate Settlement Procedures Act (12 U.S.C. (S)2601 et seq.) and its implementing regulation, Regulation X (24 C.F.R. Part 3500), as they might be amended from time to time, or any additional or successor legislation or regulation that governs the same subject matter. As used in this Security Instrument, "RESPA" refers to all requirements and restrictions that are imposed in regard to a "federally related mortgage loan" even if the Loan does not qualify as a "federally related mortgage loan" under RESPA. (Q) "Successor in Interest of Borrower" means any Party that has taken title to the Property, whether or not that party has assumed Borrower's obligations under the Note and/or this Security Instrument. (page 2 of 16 pages) TRANSFER OF RIGHTS IN THE PROPERTY This Security Instrument secures to Lender: (i) the repayment of the Loan, and all renewals, extensions and modifications of the Note; and (ii) the performance of Borrower's covenants and agreements under this Security Instrument and the Note. For this purpose, Borrower irrevocably grants and conveys to Trustee, in trust, with power of sale, the following described property located in the County of King - -------------------------------------- --------------------------------------- [Type of Recording Jurisdiction] [Name of Recording Jurisdiction] See Attached Exhibit A. which currently has the address of 29409 232nd Avenue SE ----------------------------------------------- [Street] Black Diamond Washington 98010 ("Property Address"): - ----------------------------, ---------------- [City] [Zip Code] TOGETHER WITH all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Security Instrument. All of the foregoing is referred to in this Security Instrument as the "Property." BORROWER COVENANTS that Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property and that the Property is unencumbered, except for encumbrances of record. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to any encumbrances of record. THIS SECURITY INSTRUMENT combines uniform covenants for national use and non-uniform covenants with limited variations by jurisdiction to constitute a uniform security instrument covering real property. (page 3 of 16 pages) UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows: 1. Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges. Borrower shall pay when due the principal of, and interest on, the debt evidenced by the Note and any prepayment charges and late charges due under the Note. Borrower shall also pay funds for Escrow Items pursuant to Section 3. Payments due under the Note and this Security Instrument shall be made in U.S. currency. However, if any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under the Note and this Security Instrument be made in one or more of the following forms, as selected, by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer's check or cashier's check, provided any such check is drawn upon an institution whose deposits are insured by a federal agency, instrumentality, or entity; or (d) Electronic Funds Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section 15. Lender may return any payment or partial payment if the payment or partial payments are insufficient to bring the Loan current. Lender may accept any payment or partial payment insufficient to bring the Loan current, without waiver of any rights hereunder or prejudice to its rights to refuse such payment or partial payments in the future, but Lender is not obligated to apply such payments at the time such payments are accepted. If each Periodic Payment is applied as of its scheduled due date, then Lender need not pay interest on unapplied funds. Lender may hold such unapplied funds until Borrower makes payment to bring the Loan current. If Borrower does not do so within a reasonable period of time, Lender shall either apply such funds or return them to Borrower. If not applied earlier, such funds will be applied to the outstanding principal balance under the Note immediately prior to foreclosure. No offset or claim which Borrower might have now or in the future against Lender shall relieve Borrower from making payments due under the Note and this Security Instrument or performing the covenants and agreements secured by this Security Instrument. 2. Application of Payments or Proceeds. Except as otherwise described in this Section 2, all payments accepted and applied by Lender shall be applied in the following order of priority: (a) interest due under the Note; (b) principal due under the Note; (c) amounts due under Section 3. Such payments shall be applied to each Periodic Payment in the order in which it became due. Any remaining amounts shall be applied first to late charges, second to any other amounts due under this Security Instrument, and then to reduce the principal balance of the Note. If Lender receives a payment from Borrower for a delinquent Periodic Payment which includes a sufficient amount to pay any late charge due, the payment may be applied to the delinquent payment and the late charge. If more than one Periodic Payment is outstanding, Lender may apply any payment received from Borrower to the repayment of the Periodic Payments if, and to the extent that, each payment can be paid in full. To the extent that any excess exists after the payment is applied to the full payment of one or more Periodic Payments, such excess may be applied to any late charges due. Voluntary prepayments shall be applied first to any prepayment charges and then as described in the Note. Any application of payments, insurance proceeds, or Miscellaneous Proceeds to principal due under the Note shall not extend or postpone the due date, or change the amount, of the Periodic Payments. (page 4 of 16 pages) 3. Funds for Escrow Items. Borrower shall pay to Lender on the day Periodic Payments are due under the Note, until the Note is paid in full, a sum (the "Funds") to provide for payment of amounts due for: (a) taxes and assessments and other items which can attain priority over this Security Instrument as a lien or encumbrance on the Property; (b) leasehold payments or ground rents on the Property, if any; (c) premiums for any and all insurance required by Lender under Section 5; and (d) Mortgage Insurance premiums, if any, or any sums payable by Borrower to Lender in lieu of the payment of Mortgage Insurance premiums in accordance with the provisions of Section 1O. These items are called "Escrow Items." At origination or at any time during the term of the Loan, Lender may require that Community Association Dues, Fees, and Assessments, if any, be escrowed by Borrower, and such dues, fees and assessments shall be an Escrow Item. Borrower shall promptly furnish to Lender all notices of amounts to be paid under this Section. Borrower shall pay Lender the Funds for Escrow Items unless Lender waives Borrower's obligation to pay the Funds for any or all Escrow Items. Lender may waive Borrower's obligation to pay to Lender Funds for any or all Escrow Items at any time. Any such waiver may only be in writing. In the event of such waiver, Borrower shall pay directly, when and where payable, the amounts due for any Escrow Items for which payment of Funds has been waived by Lender and, if Lender requires, shall furnish to Lender receipts evidencing such payment within such time period as Lender may require. Borrower's obligation to make such payments and to provide receipts shall for all purposes be deemed to be a covenant and agreement contained in this Security Instrument, as the phrase "covenant and agreement" is used in Section 9. If Borrower is obligated to pay Escrow Items directly, pursuant to a waiver, and Borrower fails to pay the amount due for an Escrow Item, Lender may exercise its rights under Section 9 and pay such amount and Borrower shall then be obligated under Section 9 to repay to Lender any such amount. Lender may revoke the waiver as to any or all Escrow Items at any time by a notice given in accordance with Section 15 and, upon such revocation, Borrower shall pay to Lender all Funds, and in such amounts, that are then required under this Section 3. Lender may, at any time, collect and hold Funds in an amount (a) sufficient to permit Lender to apply the Funds at the time specified under RESPA, and (b) not to exceed the maximum amount a lender can require under RESPA. Lender shall estimate the amount of Funds due on the basis of current data and reasonable estimates of expenditures of future Escrow Items or otherwise in accordance with Applicable Law. The Funds shall be held in an institution whose deposits are insured by a federal agency, instrumentality, or entity (including Lender, if Lender is an institution whose deposits are so insured) or in any Federal Home Loan Bank. Lender shall apply the Funds to pay the Escrow Items no 1ater than the time specified under RESPA. Lender shall not charge Borrower for holding and applying the Funds, annually analyzing the escrow account, or verifying the Escrow Items, unless Lender pays Borrower interest on the Funds and Applicable Law permits Lender to make such a charge. Unless an agreement is made in writing or Applicable Law requires interest to be paid on the Funds, Lender shall not be required to pay Borrower any interest or earnings on the Funds. Borrower and Lender can agree in writing, however, that interest shall be paid on the Funds. Lender shall give to Borrower, without charge, an annual accounting of the Funds as required by RESPA. If there is a surplus of Funds held in escrow, as defined under RESPA, Lender shall account to Borrower for the excess funds in accordance with RESPA. If there is a shortage of Funds held in escrow, as defined under RESPA, Lender shall notify Borrower as required by RESPA, and Borrower (page 5 of 16 pages) shall pay to Lender the amount necessary to make up the shortage in accordance with RESPA, but in no more than 12 monthly payments. If there is a deficiency of Funds held in escrow, as defined under RESPA, Lender shall notify Borrower as required by RESPA, and Borrower shall pay to Lender the amount necessary to make up the deficiency in accordance with RESPA, but in no more than 12 monthly payments. Upon payment in full of all sums secured by this Security Instrument, Lender shall promptly refund to Borrower any Funds held by Lender. 4. Charges; Liens. Borrower shall pay all taxes, assessments, charges, fines, and impositions attributable to the Property which can attain priority over this Security Instrument, leasehold payments or ground rents on the Property, if any, and Community Association Dues, Fees, and Assessments, if any. To the extent that these items are Escrow Items, Borrower shall pay them in the manner provided in Section 3. Borrower shall promptly discharge any lien which has priority over this Security Instrument unless Borrower: (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender, but only so long as Borrower is performing such agreement; (b) contests the lien in good faith by, or defends against enforcement of the lien in, legal proceedings which in Lender's opinion operate to prevent the enforcement of the lien while those proceedings are pending, but only until such proceedings are concluded; or (c) secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this Security Instrument. If Lender determines that any part of the Property is subject to a lien which can attain priority over this Security Instrument, Lender may give Borrower a notice identifying the lien. Within 10 days of the date on which that notice is given,Borrower shall satisfy the lien or take one or more of the actions set forth above in this Section 4. Lender may require Borrower to pay a one-time charge for a real estate tax verification and/or reporting service used by Lender in connection with this Loan. 5. Property Insurance. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage," and any other hazards including, but not limited to, earthquakes and floods, for which Lender requires insurance. This insurance shall be maintained in the amounts (including deductible levels) and for the periods that Lender requires. What Lender requires pursuant to the preceding sentences can change during the term of the Loan. The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's right to disapprove Borrower's choice, which right shall not be exercised unreasonably. Lender may require Borrower to pay, in connection with this Loan either: (a) a one-time charge for flood zone determination, certification and tracking services; or(b) a one-time charge for flood zone determination and certification services and subsequent charges each time remappings or similar changes occur which reasonably might affect such determination or certification. Borrower shall also be responsible for the payment of any fees imposed by the Federal Emergency Management Agency in connection with the review of any flood zone determination resulting from an objection by Borrower. If Borrower fails to maintain any of the coverages described above, Lender may obtain insurance coverage, at Lender's option and Borrower's expense. Lender is under no obligation to purchase any particular type or amount of coverage. Therefore, such coverage shall cover Lender, but might or might not protect Borrower, Borrower's equity in the Property, or the contents of the Property, against any risk, hazard or liability and might provide greater or lesser coverage than was (page 6 of 16 pages) previously in effect. Borrower acknowledges that the cost of the insurance coverage so obtained might significantly exceed the cost of insurance that Borrower could have obtained. Any amounts disbursed by Lender under this Section 5 shall become additional debt of Borrower secured by this Security Instrument. These amounts shall bear interest at the Note rate from the date of disbursement and shall be payable, with such interest, upon notice from Lender to Borrower requesting payment. All insurance policies required by Lender and renewals of such policies shall be subject to Lender's right to disapprove such policies, shall include a standard mortgage clause, and shall name Lender as mortgagee and/or as an additional loss payee. Lender shall have the right to hold the policies and renewal certificates. If Lender requires, Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices. If Borrower obtains any form of insurance coverage, not otherwise required by Lender, for damage to, or destruction of, the Property, such policy shall include a standard mortgage clause and shall name Lender as mortgagee and/or as an additional loss payee. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise agree in writing, any insurance proceeds, whether or not the underlying insurance was required by Lender, shall be applied to restoration or repair of the Property, if the restoration or repair is economically feasible and Lender's security is not lessened. During such repair and restoration period, Lender shall have the right to hold such insurance proceeds until Lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction, provided that such inspection shall be undertaken promptly. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed. Unless an agreement is made in writing or Applicable Law requires interest to be paid on such insurance proceeds, Lender shall not be required to pay Borrower any interest or earnings on such proceeds. Fees for public adjusters, or other third parties, retained by Borrower shall not be paid out of the insurance proceeds and shall be the sole obligation of Borrower. If the restoration or repair is not economically feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. Such insurance proceeds shall be applied in the order provided for in Section 2. If Borrower abandons the property, Lender may file, negotiate and settle any available insurance claim and related matters. If Borrower does not respond within 30 days to a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may negotiate and settle the claim. The 3O-day period will begin when the notice is given. In either event, or if Lender acquires the property under Section 22 or otherwise, Borrower hereby assigns to Lender (a) Borrower's rights to any insurance proceeds in an amount not to exceed the amounts unpaid under the Note or this Security Instrument and (b) any other of Borrower's rights (other than the right to any refund of unearned premiums paid by Borrower) under all insurance policies covering the Property, insofar as such rights are applicable to the coverage of the Property. Lender may use the insurance proceeds either to repair or restore the Property or to pay amounts unpaid under the Note or this Security Instrument, whether or not then due. (page 7 of 16 pages) 6. Occupancy. Borrower shall occupy, establish, and use the Property as Borrower's principal residence within 60 days after the execution of this Security Instrument and shall continue to occupy the Property as Borrower's principal residence for at least one year after the date of occupancy, unless Lender otherwise agrees in writing, which consent shall not be unreasonably withheld, or unless extenuating circumstances exist which are beyond Borrower's control. 7. Preservation, Maintenance and Protection of the Property; Inspections. Borrower shall not destroy, damage or impair the Property, allow the Property to deteriorate or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower shall maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless it is determined pursuant to Section 5 that repair or restoration is not economically feasible, Borrower shall promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid in connection with damage to, or the taking of, the Property, Borrower shall be responsible for repairing or restoring the Property only if Lender has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower is not relieved of Borrower's obligation for the completion of such repair or restoration. Lender or its agent may make reasonable entries upon and inspections of the Property. If it has reasonable cause, Lender may inspect the interior of the improvements on the Property. Lender shall give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause. 8. Borrower's Loan Application. Borrower shall be in default if, during the Loan application process, Borrower or any persons or entities acting at the direction of Borrower or with Borrower's knowledge or consent gave materially false, misleading, or inaccurate information or statements to Lender (or failed to provide Lender with material information) in connection with the Loan. Material representations include, but are not limited to, representations concerning Borrower's occupancy of the Property as Borrower's principal residence. 9. Protection of Lender's Interest in the Property and Rights Under this Security Instrument. If (a) Borrower fails to perform the covenants and agreements contained in this Security Instrument, (b) there is a legal proceeding that might significantly affect Lender's interest in the Property and/or rights under this Security Instrument (such as a proceeding in bankruptcy, probate, for condemnation or forfeiture, for enforcement of a lien which may attain priority over this Security Instrument or to enforce laws or regulations), or (c) Borrower has abandoned the Property, then Lender may do and pay for whatever is reasonable or appropriate to protect Lender's interest in the Property and rights under this Security Instrument, including protecting and/or assessing the value of the Property, and securing and/or repairing the Property. Lender's actions can include, but are not limited to: (a) paying any sums secured by a lien which has priority over this Security Instrument; (b) appearing in court; and (c) paying reasonable attorneys' fees to protect its interest in the Property and/or rights under this Security Instrument, including its secured position in a bankruptcy proceeding. Securing the Property includes, but is not limited to, entering the Property to make repairs, change locks, replace or board up doors and windows, drain water from pipes, eliminate building or other code violations or dangerous conditions, and have utilities turned on or off. Although Lender may take action under this Section 9, Lender does not have to do so and is not under any duty or obligation to do so. It is agreed that Lender incurs no liability for not taking any or all actions authorized under this Section 9. (page 8 of 16 pages) Any amounts disbursed by Lender under this Section 9 shall become additional debt of Borrower secured by this Security Instrument. These amounts shall bear interest at the Note rate from the date of disbursement and shall be payable, with such interest, upon notice from Lender to Borrower requesting payment. If this Security Instrument is on leasehold, Borrower shall comply with all the provisions of the lease. If Borrower acquires fee title to the Property, the leasehold and the fee title shall not merge unless Lender agrees to the merger in writing. 10. Mortgage Insurance. If Lender required Mortgage Insurance as a ---------------------- condition of making the Loan, Borrower shall pay the premiums required to maintain the Mortgage Insurance in effect. If for any reason, the Mortgage Insurance coverage required by Lender ceases to be available from the mortgage insurer that previously provided such insurance and Borrower was requited to make separately designated payments toward the premiums for Mortgage Insurance, Borrower shall pay the premiums required to obtain coverage substantially equivalent to the Mortgage Insurance previously in effect, at a cost substantially equivalent to the cost to Borrower of the Mortgage Insurance previously in effect, from an alternate mortgage insurer selected by Lender. If substantially equivalent Mortgage Insurance coverage is not available, Borrower shall continue to pay to Lender the amount of the separately designated payments that were due when the insurance coverage ceased to be in effect. Lender will accept, use and retain these payments as a non-refundable loss reserve in lieu of Mortgage Insurance. Such loss reserve shall be non-refundable, notwithstanding the fact that the Loan is ultimately paid in full, and Lender shall not be required to pay Borrower any interest or earnings on such loss reserve. Lender can no longer require loss reserve payments if Mortgage Insurance coverage (in the amount and for the period that Lender requires) provided by an insurer selected by Lender again becomes available, is obtained, and Lender requires separately designated payments toward the premiums for Mortgage Insurance. If Lender required Mortgage Insurance as a condition of making the loan and Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, Borrower shall pay the premiums required to maintain Mortgage Insurance in effect, or to provide a non- refundable loss reserve, until Lender's equipment for Mortgage Insurance ends in accordance with any written agreement between Borrower and Lender providing for such termination or until termination is required by Applicable Law. Nothing in this Section 10 affects Borrower's obligation to pay interest at the rate provided in the Note. Mortgage Insurance reimburses Lender (or any entity that purchases the Note) for certain losses it may incur if Borrower does not repay the Loan as agreed. Borrower is not a party to the Mortgage Insurance. Mortgage insurers evaluate their total risk on all such insurance in force from time to time, and may enter into agreements with other parties that share or modify their risk, or reduce losses. These agreements are on terms and conditions that are satisfactory to the mortgage insurer and the other party (or parties) to these agreements. These agreements may require the mortgage insurer to make payments using any source of funds that the mortgage insurer may have available (which may include funds obtained from Mortgage Insurance premiums). As a result of these agreements Lender, any purchaser of the Note, another insurer, any reinsure, any other entity, or any affiliate of any of the foregoing may receive (directly or indirectly) amounts that derive from (or might be characterized as) a portion Of Borrower's payments for Mortgage Insurance, in exchange for sharing or modifying the mortgage insurer's risk, or reducing (page 9 of 16 pages) losses. If such agreement provides that an affiliate of Lender takes a share of the insurer's risk in exchange for a share of the premiums paid to the insurer, the arrangement is often termed "captive reinsurance." Further: (a) Any such agreements will not effect the amounts that Borrower has agreed to pay for Mortgage Insurance, or any other terms of the Loan. Such agreements will not increase the amount Borrower will owe for Mortgage Insurance, and they will not entitle Borrower to any refund. (b) Any such agreements will not effect the rights Borrower has - if any - with respect to the Mortgage Insurance under the Homeowners Protection Act of 1998 or any other law. These rights may include the right to receive certain disclosures, to request and obtain cancellation of the Mortgage Insurance, to have the Mortgage Insurance terminated automatically, and/or to receive a refund of any Mortgage Insurance premiums that were unearned at the time of such cancellation or termination. 11. Assignment of Miscellaneous Proceeds; Forfeiture. All Miscellaneous Proceeds are hereby assigned to and shall be paid to Lender. If the Property is damaged, such Miscellaneous Proceeds shall be applied to restoration or repair of the Property, if the restoration or repair is economically feasible and Lender's security is not lessened. During such repair and restoration period, Lender shall have the right to hold such Miscellaneous Proceeds until lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction, provided that such inspection shall be undertaken promptly. Lender may pay for the repairs and restoration in a single disbursement or in a series of progress payments as the work is completed. Unless an agreement is made in writing or Applicable Law requires interest to be paid on such Miscellaneous Proceeds, Lender shall not be required to pay Borrower any interest or earnings on such Miscellaneous proceeds. If the restoration or repair is not economically feasible or Lender's security would be lessened, the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. Such Miscellaneous Proceeds shall be applied in the order provided for in Section 2. In the event of a total taking, destruction, or loss in value of the Property, the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. In the event of a partial taking, destruction, or loss in value of the Property in which the fair market value of the Property immediately before the partial taking, destruction, or loss in value is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the partial taking, destruction, or loss in value, unless Borrower or Lender otherwise agree in writing, the sums secured by this Security Instrument shall be reduced by the amount of the Miscellaneous Proceeds multiplied by the following fraction: (a) the total amount of the sums secured immediately before the partial taking, destruction, or loss in value divided by (b) the fair market value of the Property immediately before the partial taking, destruction, or loss in value. Any balance shall be paid to Borrower. In the event of a partial taking, destruction, or loss in value of the Property in which the fair market value of the Property immediately before the partial taking, destruction, or loss in value is less than the amount of the sums secured immediately before the partial taking, destruction, or loss in value, unless Borrower or Lender otherwise agree in writing, the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument whether or not the sums are then due. (page 10 of 16 pages) If the Property is abandoned by Borrower, or if, after notice by Lender to Borrower that the Opposing Party (as defined in the next sentence) offers to make an award to settle a claim for damages, Borrower fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collect and apply the Miscellaneous Proceeds either to restoration or repair of he Property or to the sums secured by this Security Instrument, whether or not then due. "Opposing Party" means the third party that owes Borrower Miscellaneous Proceeds or the party against whom Borrower has a right of action in regard to Miscellaneous Proceeds. Borrower shall be in default if any action or proceeding, whether civil or criminal, is begun that, in Lender's judgment, could result in forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument. Borrower can cure such a default and, if acceleration has occurred, reinstate as provided in Section 19, by causing the action or proceeding to be dismissed with a ruling that, in Lender's judgment, precludes forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument. The proceeds of any award or claim for damages that are attributable to the impairment of Lender's interest in the Property are hereby assigned and shall be paid to Lender. All Miscellaneous Proceeds that are not applied to restoration or repair of the Property shall be applied in the order provided for in Section 2. 12. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Security Instrument granted by Lender to Borrower or any Successor in Interest of Borrower shall not operate to release the liability of Borrower or any Successors in Interest of Borrower. Lender shall not be required to commence proceedings against any Successor in Interest of Borrower or to refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument by reason of any demand made by the original Borrower or any Successors in Interest of Borrower. Any forbearance by Lender in exercising any right or remedy including, without limitation, Lender's acceptance of payments from third persons, entities or Successors in Interest of Borrower or in amounts less than the amount then due, shall not be a waiver of or preclude the exercise of any right or remedy. 13. Joint and Several Liability; Co-signers; Successors and Assigns Bound. Borrower covenants and agrees that Borrower's obligations and liability shall be joint and several. However, any Borrower who co-signs this Security Instrument but does not execute the Note (a "co-signer"): (a) is co-signing this Security Instrument only to mortgage, grant and convey the co-signer's interest in the Property under the terms of this Security Instrument; (b) is not personally obligated to pay the sums secured by this Security Instrument; and (c) agrees that Lender and any other Borrower can agree to extend, modify, forbear or make any accommodations with regard to the terms of this Security Instrument or the Note without the co-signer's consent. Subject to the provisions of Section 18, any Successor in Interest of Borrower who assumes Borrower's obligations under this Security Instrument in writing, and is approved by Lender, shall obtain all of Borrower's rights and benefits under this Security Instrument. Borrower shall not be released from Borrower's obligations and liability under this Security Instrument unless Lender agrees to such release in writing. The covenants and agreements of this Security Instrument shall bind (except as provided in Section 20) and benefit the successors and assigns of Lender. (page 11 of 16 pages) 14. Loan Charges. Lender may charge Borrower fees for services performed in connection with Borrower's default, for the purpose of protecting Lender's interest in the Property and rights under this Security Instrument, including, but not limited to, attorneys' fees, property inspection and valuation fees. In regard to any other fees, the absence of express authority in this Security Instrument to charge a specific fee to Borrower shall not be construed as a prohibition on the charging of such fee. Lender may not charge fees that are expressly prohibited by this Security Instrument or by Applicable Law. If the Loan is subject to a law which sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment without any prepayment charge (whether or not a prepayment charge is provided for under the Note). Borrower's acceptance of any such refund made by direct payment to Borrower will constitute a waiver of any right of action Borrower might have arising out of such overcharge. 15. Notices. All notices given by Borrower or, Lender in connection with this Security instrument must be in writing. Any notice to Borrower in connection with this Security Instrument shall be deemed to have been given to Borrower when mailed by first class mail or when actually delivered to Borrower's notice address if sent by other means. Notice to any one Borrower shall constitute notice to all Borrowers unless Applicable Law expressly requires otherwise. The notice address shall be the Property Address unless Borrower has designated a substitute notice address by notice to Lender. Borrower shall promptly notify Lender of Borrower's change of address. If Lender specifies a procedure for reporting Borrower's change of address, then Borrower shall only report a change of address through that specified procedure. There may be only one desiguated notice address under this Security Instrument at any one time. Any notice to Lender shall be given by delivering it or by mailing it by first class mail to Lender's address stated herein unless Lender has designated another address by notice to Borrower. Any notice in connection with this Security Instrument shall not be deemed to have been given to Lender until actually received by Lender. If any notice required by this Security Instrument is also required under Applicable Law, the Applicable Law requirement will satisfy the corresponding requirement under this Security Instrument. 16. Governing Law; Severability; Rules of Construction. This Security Instrument shall be governed by federal law and the law of the jurisdiction in which the Property is located. All rights and obligations contained in this Security Instrument are subject to any requirements and limitations of Applicable Law. Applicable Law might explicitly or implicitly allow the parties to agree by contract or it might be silent, but such silence shall not be construed as a prohibition against agreement by contract. In the event that any provision or clause of this Security Instrument or the Note conflicts with Applicable Law, such conflict shall not affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision. (page 12 of 16 pages) As used in this Security Instrument: (a) words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender; (b) words in the singular shall mean and include the plural and vice versa; and (c) the word "may' gives sole discretion without any obligation to take any action. 17. Borrower's Copy. Borrower shall be given one copy of the Note and of this Security Instrument. 18. Transfer of the Property or a Beneficial Interest in Borrower. As used in this Section 18, "Interest in the Property" means any legal or beneficial interest in the Property, including, but not limited to, those beneficial interests transferred in a bond for deed, contract for deed, installment sales contract or escrow agreement, the intent of which is the transfer of title by Borrower at a future date to a purchaser. If all or any part of the Property or any Interest in the Property is sold or transferred (or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred) without Lender's prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notice shall provide a period of not less than 30 days from the date the notice is given in accordance with Section 15 within which Borrower must pay all sums secured by this Security Instrument If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. 19. Borrower's Right to Reinstate After Acceleration. If Borrower meets certain conditions, Borrower shall have the right to have enforcement of this Security instrument discontinued at any time prior to the earliest of: (a) five days before sale of the Property pursuant to any power of sale contained in this Security Instrument; (b) such other period as Applicable Law might specify for the termination of Borrower's right to reinstate; or (c) entry of a judgment enforcing this Security Instrument. Those conditions are that Borrower: (a) pays Lender all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Security Instrument, including, but not limited to, reasonable attorneys' fees, property inspection and valuation fees, and other fees incurred for the purpose of protecting Lender's interest in the property and rights under this security Instrument; (d)takes such action as Lender may reasonably require to assure that Lender's interest in the property and rights under this Security Instrument, and Borrower's obligation to pay the sums secured by this Security Instrument, shall continue unchanged. Lender may require that Borrower pay such reinstatement sums and expenses in one or more of the following forms, as selected by Lender (a) cash; (b) money order; (c) certified check, bank check, treasurer's check or cashier's check, provided any such check is drawn upon an institution whose deposits are insured by a federal agency, instrumentality or entity; or (d) Electronic Funds Transfer. Upon reinstatement by Borrower, this Security Instrument and obligations secured hereby shall remain fully effective as if no acceleration had occured. However, this right to reinstate shall not apply in the case of acceleration under Section 18. (page 13 of 16 pages) 20. Sale of Note; Change of Loan Servicer; Notice of Grievance. The Note or a partial interest in the Note (together with this Security Instrument) can be sold one or more times without prior notice to Borrower. A sale might result in a change in the entity (known as the "Loan Servicer") that collects Periodic Payments due under the Note and this Security Instrument and performs other mortgage loan servicing obligations under the Note, this Security Instrument, and Applicable Law. There also might be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is a change of the Loan Servicer, Borrower will be given written notice of the change which will state the name and address of the new Loan Servicer, the address to which payments should be made and any other information RESPA requires in connection with a notice of transfer of servicing. If the Note is sold and thereafter the Loan is serviced by a Loan Servicer other than the purchaser of the Note, the mortgage loan servicing obligations to Borrower will remain with the Loan Servicer or be transferred to a successor Loan Servicer and are not assumed by the Note purchaser unless otherwise provided by the Note purchaser. Neither Borrower nor Lender may commence, join, or be joined to any judicial action (as either an individual litigant or the member of a class) that arises from the other party's actions pursuant to this Security Instrument or that alleges that the other party has breached any provision of, or any duty owed by reason of, this Security Instrument, until such Borrower or Lender has notified the other party (with such notice given in compliance with the requirements of Section 15) of such alleged breach and afforded the other party hereto a reasonable period after the giving of such notice to take corrective action. If Applicable Law provides a time period which must elapse before certain action can be taken, that time period will be deemed to be reasonable for purposes of this paragraph. The notice of acceleration and opportunity to cure given to Borrower pursuant to Section 22 and the notice of acceleration given to Borrower pursuant to Section 18 shall be deemed to satisfy the notice and opportunity to take corrective action provisions of this Section 20. 21. Hazardous Substances. As used in this Section 21: (a) "Hazardous Substances" are those substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials; (b) "Environmental Law" means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental protection; (c)"Environmental Cleanup" includes any response action, remedial action, or removal action as defined in Environmental Law; and (d) an "Environmental Condition" means a condition that can cause, contribute to, or otherwise trigger an Environmental Cleanup. Borrower shall not cause or permit the presence, use, disposal storage, or release of any Hazardous Substances, or threaten to release any Hazardous Substances, on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting the Property (a) that is in violation of any Environmental Law, (b) which creates an Environmental Condition, or (c) which due to the presence, use, or release of Hazardous Substance, creates a condition that adversely affects the value of the Property. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property (including, but not limited to, hazardous substances in consumer products). (page 14 of 16 pages) Borrower shall promptly give Lender written notice of (a) any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge, (b) any Environmental Condition, including but not limited to, any spilling, leaking, discharge, release or threat of release of any Hazardous Substance, and (c) any condition caused by the presence, use or release of a Hazardous Substance which adversely affects the value of the Property. If Borrower learns, or is notified by any governmental or regulatory authority, or any private party, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with Environmental Law. Nothing herein shall create any obligation on Lender for an Environmental Cleanup. NON-UNIFORM COVENANTS. Borrower and Lender further covenant and agree as follows: 22. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following Borrower's breach of any covenant or agreement in this Security Instrument (but not prior to acceleration under Section 18 unless Applicable Law provides otherwise). The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date the notice is given to Borrower, by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the Property at public auction at a date not less than 120 days in the future. The notice shall further inform Borrower of the right to reinstate after acceleration, the right to bring a court action to assert the non-existence of a default or any other defense of Borrower to acceleration and sale, and any other matters required to be included in the notice by Applicable Law. If the default is not cured on or before the date specified in the notice, Lender at its option, may require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and/or any other remedies permitted by Applicable Law. Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this Section 22, including, but not limited to, reasonable attorneys' fees and costs of title evidence. If Lender invokes the power of sale, Lender shall give written notice to Trustee of the occurrence of an event of default and of Lender's election to cause the Property to be sold. Trustee and Lender shall take such action regarding notice of sale and shall give such notices to Borrower and to other persons as Applicable Law may require. After the time required by Applicable Law and after publication of the notice of sale, Trustee, without demand on Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in any order Trustee determines. Trustee may postpone sale of the Property for a period or periods permitted by Applicable Law by public announcement at the time and place fixed in the notice of sale. Lender or its designee may purchase the Property at any sale. Trustee shall deliver to the purchaser Trustee's deed conveying the Property without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) to all expenses of the sale, including, but not (page 15 of 16 pages) limited to, reasonable Trustee's and attorneys' fees; (b) to all sums secured by this Security Instrument; and (c) any excess to the person or persons legally entitled to it or to the clerk of the superior court of the county in which the sale took place. 23. Reconveyance. Upon payment of all sums secured by this Security Instrument, Lender shall request Trustee to reconvey the Property and shall surrender this Security Instrument and all notes evidencing debt secured by this Security Instrument to Trustee. Trustee shall reconvey the Property without warranty to the person or persons legally entitled to it. Such person or persons shall pay any recordation costs and the Trustee's fee for preparing the reconveyance. 24. Substitute Trustee. In accordance with Applicable Law, Lender may from time to time appoint a successor trustee to any Trustee appointed hereunder who has ceased to act. Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon Trustee herein and by Applicable Law. 25. Use of Property. The Property is not used principally for agricultural purposes. 26. Attorneys' Fees. Lender shall be entitled to recover its reasonable attorneys' fees and costs in any action or proceeding to construe or enforce any term of this Security Instrument. The term "attorneys' fees," whenever used in this Security Instrument, shall include without limitation attorneys' fees incurred by Lender in any bankruptcy proceeding or on appeal. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in this Security Instrument and in any Rider executed by Borrower and recorded with it. Witnesses: /s/ Elaine Lovre /s/ Dale L. Rasmussen - -------------------------------- ----------------------------- (Seal) -Borrower Social Security Number ---------------------- - -------------------------------- ----------------------------- (Seal) -Borrower Social Security Number ---------------------- ___________________(Space Below This Line For Acknowledgment)___________________ (page 16 of 16 pages) Subscribed and sworn to before me this 21st day of March, 2001. /s/ Katherine L. Briggs - --------------------------------- Katherine L. Briggs NOTARY PUBLIC In and for the County of Pierce State of Washington Commission Expires: June 9, 2003 (Notarial Seal) [NOTARY LOGO OF KATHERINE L. BRIGGS] EXHIBIT "A" Beginning at a point 1281.70 ft. South and 155.70 ft. East of the Northwest corner of Section 3, Township 21 North, Range 6 EWM, in King County, Washington; th. North 89 (degrees) 51'00" East 1160 ft.; th. South 877.74 ft. to the true point of beginning of the tract herein described; th. South 39.9 ft.; th. North 89 (degrees) 29'OO" West 350 ft., more or less, to the shoreline of Lake Sawyer; th. Northeasterly along said shoreline to a point North 78 (degrees) 45'00" West of the true point of beginning; th. South 78 (degrees) 45'OO" East 314 ft., more or less, to the true point of beginning; (Being known as Tract 529, Lake Sawyer East Shore Tracts, according to the unrecorded plat thereof, in King County, Washington.) TOGETHER WITH an undivided 1/73rd interest in and to that portion of the bed of Lake Sawyer laying within the government meander line fronting Govt. Lots 5 and 6 of said Section 3; and TOGETHER WITH an undivided l/73rd interest in and to the second class shore lands in front of, adjacent to and abutting upon said Govt. Lots 5 and 6. SUBJECT TO Easements, rights, exceptions and reservations, restrictions, and matters of record. EX-99.1 9 dex991.txt PRESS RELEASE DATED MARCH 21, 2001 CERRITOS, Calif., March 21 /PRNewswire/ -- IMPCO Technologies, Inc., (Nasdaq: IMCO - news) a leading source of alternative propulsion and fuel storage systems announced today its Chairman and CEO, Robert M. Stemmler, its Senior Vice President, Dale Rasmussen, and its Senior Vice President of Technology and Automotive OEM Operations, Syed Hussain, each exercised options to purchase 284,684 shares in the aggregate of IMPCO common stock, each at $13.75 per share. These options had been granted to them in 1998 by Questor Partners Funds and its affiliate Questor Side-By-Side Partners, L.P. To finance the exercise of these options, IMPCO extended loans to the officers for the full purchase price of $3.9 million. The loans are secured by the stock acquired and other collateral, bear interest at 9% per annum and mature in one year. IMPCO is the World's leading source of advanced alternative fuel systems technology and components for internal combustion engines. IMPCO products enable these engines to function using environmentally friendly gaseous fuels such as propane, natural gas and biogas. IMPCO products optimize efficiency and performance while reducing emission to the lowest-levels. IMPCO is a major supplier to original equipment manufacturers in the automotive, materials handling industrial and power generation industries. IMPCO supports its global aftermarket through a network of more than 400 Distributors and Service Parts Organizations. Through IMPCO's wholly owned subsidiary, Quantum Technologies, Inc. the company participates in the emerging fuel cell market by supplying enablement technologies and products in fuel storage, fuel metering and delivery, electronic controls and system integration. Information on Quantum may be found at our URL: www.qtww.com World headquarters are located in Cerritos, California. IMPCO has key offices and facilities worldwide including: North America, Central America, South America and the Pacific Rim. It operates in the Netherlands, France, Germany and the United Kingdom as IMPCO-BERU Technologies, B.V. IMPCO can be found at www.impco.ws. Certain matters discussed in this press release contain forward-looking information that involves risks and uncertainties that could cause actual results to differ materially from current trends. These include, among other things, the growth of the alternative fuels and fuel cells market, OEM automotive product sales, competition, the Company's ability to design and market viable advanced fuel metering, fuel storage or electronic control products, the Company's ability to meet OEM specifications and other such risks as cited in the Company's 2000 annual report on Form 10-K and other documents filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----