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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/18/04 Icm Asset Management Inc/WA SC 13D 28:588K Aura Systems Inc Shartsis Friese LLP James M. Simmons Koyah Ventures, LLC |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 34K 2: EX-1 Agreement HTML 24K 3: EX-2 Promissory Note HTML 30K 4: EX-3 Promissory Note HTML 28K 5: EX-4 Promissory Note HTML 28K 6: EX-5 Promissory Note HTML 28K 7: EX-6 Security Agreement HTML 54K 8: EX-7 Amendment and Waiver Agreement HTML 27K 9: EX-8 Additional Advance Agreement HTML 23K 10: EX-9 Stock Pledge Agreement HTML 29K 11: EX-10 Amendment Agreement HTML 22K 12: EX-11 Second Amendment Agreement HTML 26K 13: EX-12 Third Amendment Agreement HTML 27K 14: EX-13 Fourth Amendment Agreement HTML 25K 15: EX-14 Fifth Amendment Agreement HTML 26K 16: EX-15 Sixth Amendment Agreement HTML 26K 17: EX-16 Seventh Amendment Agreement HTML 28K 18: EX-17 Eight Amendment Agreement HTML 30K 19: EX-18 Ninth Amendment Agreement HTML 29K 20: EX-19 Security Agreement Amendment HTML 54K 21: EX-20 Warrant Amendment Agreemebnt HTML 34K 22: EX-21 Warrant HTML 38K 23: EX-22 Warrant HTML 38K 24: EX-23 Warrant HTML 38K 25: EX-24 Warrant HTML 38K 26: EX-25 Tenth Amendment Agreement HTML 31K 27: EX-26 Eleventh Amendment Agreement HTML 33K 28: EX-31 Twelfth Amendment Agreement HTML 33K
Eleventh Amendment Agreement (00170277.DOC;1) |
TWELFTH AMENDMENT AGREEMENT
THIS TWELFTH AMENDMENT AGREEMENT (this "Agreement") is entered into as of March 18, 2004 between AURA SYSTEMS, INC., a Delaware corporation (the "Company"), and KOYAH LEVERAGE PARTNERS, L.P. and KOYAH PARTNERS, L.P., each a Delaware limited partnership (collectively, the "Lenders").
WHEREAS, in connection with loans to the Company by the Lenders, the Company and the Lenders entered into an Agreement dated as of July 24, 2003 (the "Agreement"), the Company executed in favor of the Lenders four Convertible Promissory Notes dated July 24, 2003 (collectively, the "Notes"), and the Company executed in favor of Koyah Leverage Partners, L.P. (as collateral agent for the Lenders) a Security Agreement dated as of July 24, 2003 (the "Security Agreement");
WHEREAS, the Company and the Lenders also entered into an Amendment and Waiver Agreement dated as of August 6, 2003 (the "Amendment");
WHEREAS, the Lenders have made certain additional optional advances to the Company under (i) the Note in favor of Koyah Leverage in the maximum principal amount of Eight Hundred Thousand Dollars ($800,000) and (ii) the Note in favor of Koyah in the maximum principal amount of Two Hundred Thousand Dollars ($200,000) (collectively, the "Optional Advance Notes");
WHEREAS, the Company and the Lenders also entered into an Additional Advance Agreement dated as of August 18, 2003 (the "Additional Advance Agreement") and the Company executed in favor of Koyah Leverage (as collateral agent for the Lenders) a Stock Pledge Agreement dated as of August 18, 2003 (the "Stock Pledge Agreement");
WHEREAS, in connection with the Additional Advance Agreement, the Lenders have made certain further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company and Lenders also entered into an Amendment Agreement dated as of August 21, 2003 (the "First Amendment Agreement");
WHEREAS, in connection with the First Amendment Agreement, the Lenders have made further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company and Lenders also entered into a Second Amendment Agreement dated as of September 18, 2003 (the "Second Amendment Agreement");
WHEREAS, in connection with the Second Amendment Agreement, the Lenders have made further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company and Lenders also entered into a Third Amendment Agreement dated as of September 30, 2003 (the "Third Amendment Agreement");
WHEREAS, in connection with the Third Amendment Agreement, the Lenders have made further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company and Lenders also entered into a Fourth Amendment Agreement dated as of October 16, 2003 (the "Fourth Amendment Agreement");
WHEREAS, in connection with the Fourth Amendment Agreement, the Lenders have made further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company and Lenders also entered into a Fifth Amendment Agreement dated as of October 27, 2003 (the "Fifth Amendment Agreement");
WHEREAS, in connection with the Fifth Amendment Agreement, the Lenders have made further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company and the Lenders also entered into a Sixth Amendment Agreement dated as of November 11, 2003 (the "Sixth Amendment Agreement");
WHEREAS, in connection with the Sixth Amendment Agreement, the Lenders have made further additional optional advances to the Company;
WHEREAS, the Company and the Lenders also entered into a Seventh Amendment Agreement dated as of November 25, 2003 (the "Seventh Amendment Agreement");
WHEREAS, in connection with the Seventh Amendment Agreement, the Lenders have made further additional optional advances to the Company;
WHEREAS, the Company and the Lenders also entered into a Eighth Amendment Agreement dated as of December 19, 2003 (the "Eighth Amendment Agreement");
WHEREAS, in connection with the Eighth Amendment Agreement, the Lenders have made further additional optional advances to the Company and extended the maturity dates of the Notes to March 31, 2004;
WHEREAS, the Company and the Lenders also entered into a Ninth Amendment Agreement dated as of January 8, 2004 (the "Ninth Amendment Agreement");
WHEREAS, in connection with the Ninth Amendment Agreement, the Lenders have made further additional optional advances to the Company;
WHEREAS, the Company and the Lenders also entered into a Security Agreement Amendment dated as of January 15, 2004 (the "Security Agreement Amendment");
WHEREAS, in connection with advances to the Company made by Edgar Appleby ("Appleby") and Prudent Bear Fund, Inc. ("Prudent Bear"), the Lenders, Appleby and Prudent Bear entered into an Intercreditor Agreement dated as of January 19, 2004 (the "Intercreditor Agreement") to which the Company was an additional party for purposes of acknowledging the intercreditor arrangements contained therein and agreeing to the obligations of the Company contained therein;
WHEREAS, the Company and the Lenders also entered into a Tenth Amendment Agreement dated as of March 10, 2004 (the "Tenth Amendment Agreement");
WHEREAS, in connection with the Tenth Amendment Agreement, the Lenders have made further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company and the Lenders also entered into an Eleventh Amendment Agreement dated as of March 11, 2004 (the "Eleventh Amendment Agreement");
WHEREAS, in connection with the Eleventh Amendment Agreement, the Lenders have made further additional optional advances to the Company under the Optional Advance Notes;
WHEREAS, the Company has requested that the Lenders make still further additional optional advances under the Optional Advance Notes on or around the date hereof in the aggregate principal amount of approximately Two Hundred Fifty Thousand Dollars ($250,000), in the form of direct payment by the Lenders of certain costs and expenses of the Lenders payable by the Company and/or direct advances to the Company;
WHEREAS, such further additional optional advances under the Optional Advance Notes on or around the date hereof would make the aggregate principal amounts advanced under the Optional Advance Notes exceed the maximum principal amount of the Optional Advance Notes; and
WHEREAS, the parties are entering into this Agreement to provide for the amendment of the maximum principal amount of the Optional Advance Notes and related matters on the terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows:
The Company further confirms, acknowledges and agrees that: (i) as reflected on the First Amendment Agreement through this Agreement, the Lenders have already made substantial additional advances to the Company and the total amount of advances by the Lenders to date are far in excess of the maximum amount of advances originally contemplated, (ii) the Lenders were under no obligation to make such previous additional advances and did so to help the Company in a time of need with its tight financial position, (iii) the Lenders have been very accommodating to the Company in this regard, (iv) the Lenders are under no obligation to make any future additional advances, (v) the Company has been aware for some time of the need for the Company to line up alternative financing sources and put in place alternative financing arrangements, (vi) the Company is and was aware that the Lenders do not intend to make any additional advances after this Agreement, (vii) accordingly, the Company is aware that it needs to line up alternative financing sources and put in place alternative financing arrangements, and (viii) it is the Company's sole responsibility to line up alternative financing sources and put in place alternative financing arrangements in amounts, and on terms and at times necessary to meet its financing needs.
Such representations and warranties by the Company include, among others, a representation and warranty that the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company's Board of Directors. As a further assurance to the Lenders with respect to such representation and warranty, the Company shall deliver to the Lenders, within five (5) business days after the date hereof, evidence satisfactory to the Lenders in their sole discretion of the authorization by the Company's Board of Directors of the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby. The Company's obligation to deliver such evidence of authorization with respect to this Agreement shall be in addition to the Company's obligation contained in the Tenth Amendment Agreement to deliver similar evidence of authorization with respect to the other Transaction Documents.
Aura Systems, Inc.
2335 Alaska Avenue
El Segundo, CA 90245
Attn: Neal Meehan
Fax: 310-643-8719
Koyah Leverage Partners, L.P.
c/o ICM Asset Management, Inc.
601 West Main Avenue, Suite 600
Spokane WA 99201
Attn: Robert Law
Fax: 509-444-4500
Koyah Partners, L.P.
c/o ICM Asset Management, Inc.
601 West Main Avenue, Suite 600
Spokane WA 99201
Attn: Robert Law
Fax: 509-444-4500
[Remainder of Page Intentionally Left Blank]
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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first set forth above.
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AURA SYSTEMS, INC. By: Name: Title: |
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KOYAH LEVERAGE PARTNERS, L.P. By: Koyah Ventures LLC, its general partner By: Name: |
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KOYAH PARTNERS, L.P. By: Koyah Ventures LLC, its general partner By: ______________________________________ Name: ______________________________________ Title: ______________________________________ |
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I:\Spodocs\28601\00016\agree\00171559.DOC
This ‘SC 13D’ Filing | Date | Other Filings | ||
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3/31/04 | 10-Q, 13F-HR | |||
Filed on: | 3/18/04 | |||
3/11/04 | ||||
3/10/04 | ||||
1/19/04 | ||||
1/15/04 | ||||
1/8/04 | ||||
12/19/03 | ||||
11/25/03 | ||||
11/11/03 | ||||
10/27/03 | ||||
10/16/03 | ||||
9/30/03 | 13F-HR | |||
9/18/03 | ||||
8/18/03 | ||||
8/6/03 | ||||
7/24/03 | ||||
List all Filings |