AMENDMENT NO. 1 TO CONSENT TO SUPPLEMENTAL LOAN UNDER LOAN AND SECURITY AGREEMENT
AMENDMENT
NO. 1 TO CONSENT TO SUPPLEMENTAL LOAN
As
of
March 23, 2007
JACO
ELECTRONICS, INC.
000
Xxxx
Xxxxxx
Xxxxxxxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
The
CIT
Group/Business Credit, Inc. (“CIT”), in its capacity as agent pursuant to
the Credit Agreement (as hereinafter defined) acting for and on behalf of the
financial institutions which are parties thereto as lenders (in such capacity,
“Agent”), and the financial institutions which are parties to the Credit
Agreement as lenders (each a “Lender” and collectively, “Lenders”)
have entered into certain financing arrangements pursuant to which Agent and
Lenders may make loans and advances and provide other financial accommodations
to Jaco Electronics, Inc., a New York corporation, and Interface Electronics
Corp., a Massachusetts corporation (collectively, the “Borrowers”) as set
forth in the Credit Agreement, dated as of December 22, 2006, by and among
the
Borrowers, Agent and Lenders (as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, the
“Credit Agreement”), and other agreements, documents and instruments
referred to therein or at any time executed and/or delivered in connection
therewith or related thereto (all of the foregoing, together with the Credit
Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the “Loan Documents”).
Agent
and
Borrowers executed a Consent to Supplemental Loan Under Loan and Security
Agreement dated March 23, 2007 (the “Consent”), pursuant to which Agent and
Lenders agreed to extend to Borrowers a Supplemental Loan (as defined in the
Consent) in the amount of $1,000,000.
The
Borrowers have requested that the Agent and Required Lenders agree to various
amendments to the Consent, and Agent and Required Lenders are agreeable to
all
of the foregoing, on and subject to the terms and conditions set forth in this
Amendment.
In
consideration of the premises and the mutual covenants contained herein and
in
the Credit Agreement and the Consent, the parties hereto agree as
follows:
1. Defined
Terms
(a) Capitalized
terms used and not otherwise defined herein shall have their respective meanings
as defined in the Credit Agreement and the Consent.
2. Amendments
to Consent
(a) Section
2.1 of the Consent is hereby amended and restated in its entirety as
follows:
2.1 Consent
to Supplemental Loan. Agent hereby consents to extend to
Borrowers a Supplemental Loan under the Loan Agreement (but in no event shall
the Revolving Loans plus the Supplemental Loan exceed the Revolving Commitment)
in an amount equal to $3,000,000 beginning on the date hereof and continuing
through and including May 17, 2007 (the “Supplemental Loan Repayment
Date”). If the Supplemental Loan is not repaid in full by the
Supplemental Loan Repayment Date, Borrowers acknowledges that such condition
shall constitute an Event of Default under the Loan Agreement.
(b) Section
2.3 of the Consent is hereby amended and restated in its entirety as
follows:
2.3 Repayment
of Supplemental Loan. Notwithstanding anything to the
contrary contained herein or in the Loan Agreement, Borrowers may only repay
the
Supplemental Loan if, on the day such repayment is to be made, Borrowers shall
have Availability of $7,000,000 prior to making such Supplemental Loan
Repayment.
(c) Section
4(c) of the Consent is hereby deleted in its entirety.
3. Representations,
Warranties and Covenants
. Each
of the Borrowers represents, warrants and covenants with and to Agent and
Lenders as follows, which representations, warranties and covenants are
continuing and shall survive the execution and delivery hereof, the truth and
accuracy of, or compliance with each, together with the representations,
warranties and covenants in the other Loan Documents, being a condition of
the
effectiveness of this Amendment and a continuing condition of the making or
providing of any Loans or other financial accommodations by Agent and Lenders
to
the Borrowers:
(a) This
Amendment has been duly authorized, executed and delivered by all necessary
action of each of the Borrowers and is in full force and effect, and the
agreements and obligations of each of the Borrowers contained herein constitute
legal, valid and binding obligations of each of the Borrowers, enforceable
against each of the Borrowers in accordance with their terms; and
(b) All
of
the representations and warranties set forth in the Credit Agreement, as amended
hereby, and in the other Loan Documents, are true and correct in all material
respects after giving effect to the provisions of this Amendment, except to
the
extent any such representation or warranty is made as of a specified date,
in
which case such representation or warranty shall have been true and correct
as
of such date.
4. Conditions
Precedent
. This
Amendment shall not become effective unless all of the following conditions
precedent have been satisfied in full, as determined by Agent:
(a) Agent
shall have received an original of this Amendment (or an executed copy hereof
by
facsimile or by email), duly authorized, executed and delivered by each of
the
Borrowers; and
(b) Agent
shall have received all related agreements, documents and instruments as may
be
requested by Agent.
5. No
Other Changes
. Except
as specifically modified pursuant hereto, no other changes or modifications
to
the Consent are intended or implied and in all other respects, the Consent
and
other Loan Documents are hereby ratified, restated and confirmed by all parties
hereto as of the date hereof. To the extent of any conflicts between
the terms of this Amendment and the Consent, the terms of this Amendment shall
control.
6. Successors
and Assigns
. This
Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and its respective successors and assigns.
7. Counterparts
.
This Amendment may be executed in any number of counterparts, but
all
of such counterparts shall together constitute but one and the same
agreement.
8. Required
Lender Authorization
. Agent
is executing this Amendment at the request and on behalf of Required Lenders
in
accordance with Section 9.03 of the Credit Agreement.
[SIGNATURE
PAGE FOLLOWS]
Very
truly yours,
THE
CIT GROUP/BUSINESS CREDIT, INC., as Agent
By:
/s/ Xxxxxx Xxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxx
XxXxxxxx
Title:
Vice
President
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Read
and Agreed to:
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JACO
ELECTRONICS, INC.
|
By:
/s/ Xxxxxxx X.
Xxxx
Name: Xxxxxxx
X.
Xxxx
Title:
CFO
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INTERFACE
ELECTRONICS CORP.
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By:
/s/ Xxxxxxx X.
Xxxx
Name: Xxxxxxx
X.
Xxxx
Title:
EVP
Read
and
Agreed to:
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BANK
OF AMERICA, N.A., as a
Lender
|
By: /s/
Xxxxxx Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title:
