(EXHIBIT 10.14)
SECOND AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT
-----------------------------------
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of
November 29, 1995, by and among NU HORIZONS ELECTRONICS CORP., a Delaware
corporation, NIC COMPONENTS CORP., NU HORIZONS INTERNATIONAL CORP., each a New
York corporation, NU VISIONS MANUFACTURING, INC., a Massachusetts corporation,
and NU HORIZONS/MERIT ELECTRONICS CORP., a Delaware corporation, having their
respective principal offices at 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx,
Xxx Xxxx (collectively, the "Borrowers") and NATWEST BANK, N.A., formerly known
as National Westminster Bank USA, a national banking association, having offices
at 190 Vanderbilt Motor Parkway, Hauppauge, New York (the "Bank").
RECITALS
The Borrowers and the Bank entered into an Amended and Restated Loan
Agreement dated as of April 29, 1994 as amended by a First Amendment dated as of
August 24, 1994 (collectively, the "Loan Agreement"), under which certain
financial accommodations were made available by the Bank to the Borrowers.
Unless otherwise expressly provided herein, all capitalized terms used in this
Second Amendment to Amended and Restated Loan Agreement shall have the
respective meanings ascribed to such terms in the Loan Agreement.
The Borrowers have requested that the Bank increase the amount of the
Commitment to $20,000,000 and the Bank is willing to comply with such request
but only upon and subject to the following terms and conditions.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises exchanged herein, the parties hereto mutually agree as follows:
1. The Amended and Restated Loan Agreement is hereby amended by the
Borrowers and the Bank as follows:
(a) Section 1.1 is hereby amended to add a new definition entitled
"New Headquarters Premises" to read as follows:
Page 1 of 15
"'New Headquarters Premises' shall have the meaning ascribed thereto
in Section 2.16 hereof."
(b) Section 2.1(a) is hereby deleted and the following is substituted
therefor:
"Subject to the terms and conditions hereof, the Bank agrees to make
Revolving Credit Loans to each of the Borrowers and to issue Letters
of Credit and to provide steamship guarantees and airway releases and
to create Bankers Acceptances for the account of each of the Borrowers
from time to time during the Commitment Period of which the aggregate
principal amount of Revolving Credit Loans, Letters of Credit, Bankers
Acceptances, steamship guarantees and airway releases at any one time
outstanding as to the Borrowers collectively shall not exceed
$20,000,000 as such amount may be reduced as provided in Section 2.12
hereof (the "Commitment"). During the Commitment Period each of the
Borrowers may use the Commitment (i) for obtaining Revolving Credit
Loans by borrowing, paying, prepaying in whole or in part and
reborrowing on a revolving basis, all in accordance with the terms and
conditions hereof and (ii) for obtaining the issuance of Letters of
Credit, the creation of Bankers Acceptances and the providing of
steamship guarantees and airway releases in accordance with the
provisions of Section 2.2 hereof."
(c) Section 2.16 is hereby deleted and the following is substituted
therefor:
2.16 Use of Proceeds. The Borrowers may utilize up to $6,000,000 of
the proceeds of the initial Revolving Credit Loans to fund the
Acquisition. Any remaining proceeds of the initial borrowing and of
any subsequent Revolving Credit Loans may be used by the Borrower for
general corporate purposes. The Borrower may utilize up to an
aggregate amount of $2,000,000 of any subsequent Re-
Page 2 of 15
volving Credit Loans to purchase land located in Suffolk County, New
York (the "New Headquarters Premises") on which the Borrowers intend
to construct a new corporate headquarters building. No portion of the
proceeds of any Revolving Credit Loan shall be used by any Borrower in
any manner which might cause the borrowing or the application of such
proceeds to violate Regulation G, Regulation U, Regulation T or
Regulation X of the Board of Governors of the Federal Reserve System."
(d) Sections 6.1 and 6.2 are hereby amended to add the following at
the end of each of such Sections:
"For purposes of calculating compliance with this Section, amounts
outstanding under Revolving Credit Loans which are utilized to
purchase the New Headquarters Premises in an aggregate amount not
exceeding $2,000,000 shall be excluded from consolidated current
liabilities."
(e) Section 7.7 is hereby deleted and the following is substituted
therefor:
"7.7 Capital Expenditures. Expend in any fiscal year in the
aggregate for the Borrower and all Subsidiaries an amount in excess of the
greater of $1,500,000 or 25% of the aggregate of the prior fiscal year's net
income plus depreciation for the acquisition of fixed assets (inclusive of
rental payments under capitalized leases); provided, however, for the fiscal
year ending 2/28/96, such amount may be increased by up to $2,000,000 of the
expenditures related to the purchase of the New Headquarters Premises. The
foregoing expenditures made within the limitations of this Section 7.7 shall be
inclusive of payments made on account of any deferred purchase price or on
account of any purchase money indebtedness incurred to finance any such purchase
price."
(f) Exhibit A is hereby amended to conform to the amendment
hereinabove set forth in paragraph 1(a) and, as amended, is set forth in its
entirety in an attachment annexed hereto and make a part hereof.
Page 3 of 15
2. It is expressly understood and agreed that all collateral security for
the Revolving Credit Loans and other extensions of credit set forth in the
Amended and Restated Loan Agreement prior to the amendment provided for herein
is and shall continue to be collateral security for the Revolving Credit Loans
and other extensions of credit provided in the Amended and Restated Loan
Agreement as herein amended. Without limiting the generality of the foregoing,
the Borrowers hereby absolutely and unconditionally confirm that (i) each
document and instrument executed by the Borrowers pursuant to the Amended and
Restated Loan Agreement continues in full force and effect, is ratified and
confirmed and is and shall continue to be applicable to the Amended and Restated
Loan Agreement (as herein amended), and (ii) the Amended and Restated Note is
hereby ratified and confirmed and shall remain in full force and effect in
accordance with its terms. The terms "Revolving Credit Note" and "Note" shall
include any Amended and Restated Revolving Credit Note.
3. In order to induce the Bank to enter into this Second Amendment
to Amended and Restated Loan Agreement, the Borrowers represent and warrant to
the Bank that each of their representations and warranties made in the Amended
and Restated Loan Agreement is true and correct as of the date hereof except as
otherwise set forth in writing(s) to which the Bank is a party.
4. No modification or waiver of any provisions of the Amended and
Restated Loan Agreement or any other agreement or instrument made or issued
pursuant thereto or contemplated thereby, nor consent to any departure by the
Borrowers therefrom shall, in any event, be effective unless made in writing and
signed by the Bank and the Borrowers, and then any such modification or waiver
shall be effective only in the specific instance and for the purpose for which
given unless otherwise specified therein. No notice to, or demand on, the
Borrowers in any case shall, of itself, entitle them to any further notice or
demand in similar or other circumstances.
5. The Borrowers agree to pay on demand, and the Bank may charge any
deposit or loan accounts(s) of the Borrowers, for all expenses incurred by the
Bank in connection with the negotiation, preparation and administration
(including any future waiver or modification and legal counsel as to the rights
and duties of the Bank) of this Second Amendment to Amended and Restated Loan
Agreement.
Page 4 of 15
6. The amendments set forth herein are limited precisely as written
and shall not be deemed to (a) be a consent to or waiver of any other term or
condition of the Amended and Restated Loan Agreement or of any of the documents
referred to therein or (b) prejudice any right or rights which the Bank may now
have or may have in the future under or in connection with the Amended and
Restated Loan Agreement or any of the documents referred to therein.
7. This Second Amendment to Amended and Restated Loan Agreement is
dated for convenience as of November 29, 1995 and shall be effective on the
delivery of an executed counterpart hereof to the Borrowers. This Second
Amendment to Amended and Restated Loan Agreement may be executed in
counterparts, each of which shall constitute an original, and each of which
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Amended and Restated Loan Agreement to be duly executed and delivered by their
duly authorized officers, all as of the day and year first above written.
NU HORIZONS ELECTRONICS CORP. NIC COMPONENTS CORP.
By:______________________ By:______________________
Xxxx Xxxxxxx Xxxx Xxxxxxx
Vice President-Finance Vice President-Finance
NU HORIZONS INTERNATIONAL CORP. NU VISIONS MANUFACTURING, INC.
By:______________________ By:______________________
Xxxx Xxxxxxx Xxxx Xxxxxxx
Vice President-Finance Vice President-Finance
NU HORIZONS/ NATWEST BANK N.A.
MERIT ELECTRONICS CORP. formerly known as
National Westminster Bank USA
By:______________________ By:______________________
Xxxx Xxxxxxx Xxxxxxx X. Xxxxxxxx
Vice President-Finance Vice President
Page 5 of 00
XXXXX XX XXX XXXX)
:ss.:
COUNTY OF NASSAU )
On the 29th day of November, 1995, before me personally came XXXX XXXXXXX,
to me known, who, being by me duly sworn, did depose and say that he resides at
c/o 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, Xxx Xxxx; that he is the Vice
President-Finance of NU HORIZONS ELECTRONICS CORP., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the board of directors of said corporation.
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 29th day of November, 1995, before me personally came XXXX XXXXXXX,
to me known, who, being by me duly sworn, did depose and say that he resides at
c/o 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, Xxx Xxxx; that he is the Vice
President-Finance of NIC COMPONENTS CORP., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the board of directors of said corporation.
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 29th day of November, 1995, before me personally came XXXX XXXXXXX,
to me known, who, being by me duly sworn, did depose and say that he resides at
c/o 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, Xxx Xxxx; that he is the Vice
President-Finance of NU HORIZONS INTERNATIONAL CORP., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the board of directors of said corporation.
Notary Public
Page 6 of 00
XXXXX XX XXX XXXX)
:ss.:
COUNTY OF NASSAU )
On the 29th day of November, 1995, before me personally came XXXX XXXXXXX,
to me known, who, being by me duly sworn, did depose and say that he resides at
c/o 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, Xxx Xxxx; that he is the Vice
President-Finance of NU VISIONS MANUFACTURING, INC., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the board of directors of said corporation.
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 29th day of November, 1995, before me personally came XXXX XXXXXXX,
to me known, who, being by me duly sworn, did depose and say that he resides at
c/o 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, Xxx Xxxx; that he is the Vice
President-Finance of NU HORIZONS/MERIT ELECTRONICS CORP., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the board of directors of said corporation.
Notary Public
STATE OF NEW YORK)
:ss.:
COUNTY OF NASSAU )
On the 29th day of November, 1995, before me personally came XXXXXXX X.
XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he
resides at x/x 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx; that he is a
Vice President of NATWEST BANK N.A., the banking institution described in and
which executed the foregoing instrument; and that he signed his name thereto by
authority of such banking institution.
Notary Public
Page 7 of 15
(EXHIBIT 10.14)
TENTH AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
-----------------------
TENTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of
November 29, 1995, by and between NU HORIZONS ELECTRONICS CORP., a Delaware
corporation having its executive offices at 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx
Xxxxxxxxxx, Xxx Xxxx (the "Company") and NATWEST BANK, N.A. formerly known as
National Westminster Bank USA, a national banking association, having offices at
000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx (the "Bank").
RECITALS
--------
The Company and the Bank entered into a Revolving Credit and Term Loan
Agreement dated as of May 26, 1988 (as amended by the First Amendment dated as
of March 19, 1990, the Second Amendment dated as of February 28, 1991, the Third
Amendment dated as of April 1, 1992, the Fourth Amendment dated as of April 8,
1992, a Fifth Amendment dated as of August 1, 1992, a Sixth Amendment dated as
of October 1, 1992, a Seventh Amendment dated as of May 20, 1993, an Eighth
Amendment dated as of January 14, 1994, a Ninth Amendment dated as of April 29,
1994 and as may be further amended, the "Loan Agreement"), pursuant to which
certain financial accommodations were made available by the Bank to the Company.
Unless otherwise expressly provided herein, all capitalized terms used in this
Tenth Amendment shall have the respective meanings ascribed to such terms in the
Loan Agreement.
The Company has requested that the Bank modify certain of the terms set
forth in the Loan Agreement and the Bank is willing to comply with such request
but only upon and subject to the following terms and conditions.
NOW THEREFORE, in consideration of the premises and mutual covenants and
promises exchanged herein, the parties hereto mutually agree as follows:
1. The Loan Agreement is hereby amended by the Company and the Bank as
follows:
(a) Section 1.1 is hereby amended to add a new definition entitled
"New Headquarters Premises" to read as follows:
Page 8 of 15
"'New Headquarters Premises' shall mean certain land located on
Wireless Boulevard, Hauppauge, New York on which the Company intends
to construct a new corporate headquarters building."
(b) Section 5.10 subsections (c) and (f) are hereby amended to add the
following at the end of each of such subsections:
"For purposes of calculating compliance with this subsection, amounts
outstanding under the Amended and Restated Revolving Credit Note made
by the Company and certain related corporations payable to the order
of the Bank dated as of November 29, 1995 which are utilized to
purchase the New Headquarters Premises in an aggregate amount not
exceeding $2,000,000 shall be excluded from current liabilities."
(c) Section 6.16 is hereby deleted and the following is substituted
therefor:
"Capital Expenditures. Expend in any fiscal year in the aggregate for
the Company and its Subsidiaries an amount in excess of the greater of
$1,500,000 or 25% of the aggregate of the prior fiscal year's net
income plus depreciation for the acquisition of fixed assets
(inclusive of rental payments under capitalized leases); provided,
however, for the fiscal year ending 2/28/96, such amount may be
increased by up to $2,000,000 of the expenditures related to the
purchase of the New Headquarters Premises. The foregoing expenditures
made within the limitations of this Section shall be inclusive of
payments made on account of any deferred purchase price or on account
of any purchase money indebtedness incurred to finance any such
purchase price."
Page 9 of 15
2. It is expressly understood and agreed that all collateral security
for the Loans and other extensions of credit set forth in the Loan Agreement
prior to the amendments provided for herein is and shall continue to be
collateral security for the Loans and other extensions of credit provided in the
Loan Agreement as herein amended. Without limiting the generality of the
foregoing, the Company hereby absolutely and unconditionally confirms that (i)
each document and instrument executed by the Company pursuant to the Loan
Agreement continues in full force and effect, is ratified and confirmed and is
and shall continue to be applicable to the Loan Agreement (as herein amended)
and (ii) the Notes are hereby ratified and confirmed and shall remain in full
force and effect in accordance with their respective terms. Nonetheless, at the
request of the Bank, the Company shall promptly execute and deliver replacement
notes to evidence all indebtedness outstanding under the Loan Agreement as
hereby amended. The term "Notes" shall include any such replacement notes.
3. In order to induce the Bank to enter into this Tenth Amendment to Loan
Agreement, the Company represents and warrants to the Bank that each of its
representations and warranties made in the Loan Agreement is true and correct as
of the date hereof except as otherwise set forth in writing(s) to which the Bank
is a party. Notwithstanding the foregoing, to the extent that the
representations and warranties contained in the Loan Agreement and in that
certain amended and restated loan agreement dated as of April 29, 1994 among the
Company, certain related corporations and the Bank (as previously amended and as
may be amended from time to time, the "Restated Loan Agreement") differ, the
representations and warranties contained in the Restated Loan Agreement shall
control.
4. No modifications or waiver or any provisions of the Loan Agreement or
any other agreement or instrument made or issued pursuant thereto or
contemplated thereby, nor consent to any departure by the Company therefore
shall, in any event, be effective unless made in writing and signed by the Bank
and the Company, and then any such modification or waiver shall be effective
only in the specific instance and for the purpose for which given unless
otherwise specified therein. No notice to, or demand on, the Company in any
case shall, of itself, entitle it to any further notice or demand in similar or
other circumstances.
Page 10 of 15
5. The Company agrees to pay on demand, and the Bank may charge any
deposit or loan account(s) of the Company, for all expenses incurred by the Bank
in connection with the negotiation, preparation and administration (including
any future waiver or modification and legal counsel as to the rights and duties
of the Bank) of this Tenth Amendment to Loan Agreement.
6. This amendment is limited precisely as written and shall not be deemed
to (a) be a consent or waiver of any other term or condition of the Loan
Agreement or of any of the documents referred to therein or (b) prejudice any
right or rights which the Bank may now have or may have in the future under or
in connection with the Loan Agreement or any of the documents referred to
therein.
7. This Tenth Amendment to Loan Agreement is dated for convenience of as
November 29, 1995 and shall be effective on the delivery of an executed
counterpart to the Company. This Tenth Amendment to Loan Agreement may be
executed in counterparts, each of which shall constitute an original, and each
of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Loan
Agreement to be duly executed and delivered by their duly authorized officers,
all as of the day and year first above written.
NU HORIZONS ELECTRONICS CORP.
By:______________________
Xxxxxx Xxxxxx
President
NATWEST BANK, N.A.
Page 11 of 15
formerly known as
National Westminster Bank USA
By:______________________
Xxxxxxx X. Xxxxxxxx
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 29th day of November, 1995, before me personally came XXXXXX XXXXXX,
to me known, who, being by me duly sworn, did depose and say that he resides at
c/o 0000 Xxx Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, Xxx Xxxx; that he is the
President of NU HORIZONS ELECTRONICS CORP., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the board of directors of said corporation.
Notary Public
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On this 29th day of November, 1995, before me personally came XXXXXXX X.
XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he
resides at x/x 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx ; that he is a
Vice President of NATWEST BANK N.A., the banking institution described in and
which executed the foregoing instrument; that he signed his name thereto by
authority of such banking institution.
Notary Public
Page 12 of 15
(EXHIBIT 10.14)
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
$20,000,000 Hauppauge, New York
As of November 29, 1995
FOR VALUE RECEIVED, NU HORIZONS ELECTRONICS CORP., NIC COMPONENTS CORP.,
NU HORIZONS INTERNATIONAL CORP., NU VISIONS MANUFACTURING, INC. and NU
HORIZONS/MERIT ELECTRONICS CORP. (collectively, the "Borrowers") jointly and
severally promise to pay to the order of NATWEST BANK N.A. (the "Bank") on the
Termination Date, at the office of the Bank specified in Section 10.12 of the
Amended and Restated Loan Agreement, dated as of April 29, 1994 between the
Borrowers and the Bank (as amended from time to time, the "Agreement"; terms
defined in the Agreement shall have their defined meanings when used in the
Note), in lawful money of the United States of America and in immediately
available funds the principal amount of TWENTY MILLION ($20,000,000) DOLLARS or,
if less than such principal amount, the aggregate unpaid principal amount of all
Loans made by the Bank to the Borrowers pursuant to Section 2.1 of the
Agreement. The Borrowers further promise to pay interest in like money on the
unpaid principal balance of this Note from time to time outstanding at such
rates, and payable at such times, as are specified in the Agreement. All Loans
made by the Bank pursuant to subsection 2.1 of the Agreement and all payments of
principal thereon shall be endorsed by the holder of this Note on the schedule
annexed hereto, which holder may add additional pages to such schedule. The
aggregate net unpaid amount of Loans set forth in such schedule shall be
presumed to be the principal balance hereof. After the stated or any
accelerated maturity hereof, this Note shall bear interest at such rates as are
specified in the Agreement, payable on demand, but in no event in excess of the
maximum rate of interest permitted under applicable law.
This Note is the Note referred to in the Agreement, and is entitled to the
benefits thereof and may be prepaid in whole or in part as provided therein.
Upon the occurrence of any one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Note may be declared
to be immediately due and payable as provided in the Agreement.
Page 13 of 15
This Note replaces and substitutes for (but is not a repayment of) a
certain Amended and Restated Revolving Credit Note dated as of August 24, 1994
(the "Prior Note") in the aggregate principal amount of $20,000,000.00, of which
$14,400,000.00 was outstanding as of November 29, 1995. Such outstanding amount
or such other sum as shall be outstanding under the Prior Note on the date this
Note is executed shall constitute the first Loan hereunder and shall be subject
to all the terms and conditions hereof and of the Amended and Restated Loan
Agreement.
This Note shall be construed in accordance with and governed by the laws of
the State of New York.
NU HORIZONS ELECTRONICS CORP. NIC COMPONENTS CORP.
By:______________________ By:______________________
Xxxx Xxxxxxx Xxxx Xxxxxxx
Vice President-Finance Vice President-Finance
NU HORIZONS INTERNATIONAL CORP. NU VISIONS MANUFACTURING, INC.
By:______________________ By:______________________
Xxxx Xxxxxxx Xxxx Xxxxxxx
Vice President-Finance Vice President-Finance
NU HORIZONS/MERIT ELECTRONICS CORP.
By:______________________
Xxxx Xxxxxxx
Vice President-Finance
Page 14 of 15
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO AMENDED AND RESTATED REVOLVING CREDIT NOTE
DATED AS OF AUGUST 24, 1994
NU HORIZONS ELECTRONICS CORP.
NIC COMPONENTS CORP.
NU HORIZONS INTERNATIONAL CORP.
NU VISIONS MANUFACTURING, INC.
NU HORIZONS/MERIT ELECTRONICS CORP.
TO
NATWEST BANK N.A.
Amount Balance
and Type Interest Principal Remaining Notation
Date Borrower of Loan Period Paid Unpaid Made By
---- -------- -------- -------- ---- ------ ---------
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