Exhibit 10.18
AMENDMENT NO. 4 TO
LOAN AND SECURITY AGREEMENT
March 23, 1999
All American Semiconductor, Inc.
00000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement dated as
of May 3, 1996 among Xxxxxx Trust and Savings Bank, as a Lender and as
Administrative Agent for the Lenders, American National Bank and Trust Company
of Chicago, as a Lender and as Collateral Agent for the Lenders and the other
Lenders party thereto and All American Semiconductor, Inc., as amended to date
(the "Loan Agreement"). Unless defined herein, capitalized terms used herein
shall have the meanings provided for such terms in the Loan Agreement.
Borrower has requested that Requisite Lenders agree to amend
the Loan Agreement in order to modify certain financial covenants contained in
the Loan Agreement and certain related definitions. Requisite Lenders have
agreed to the foregoing on the terms and pursuant to the conditions provided
herein.
Therefore, the parties hereto hereby agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is
hereby amended, as follows:
(a) SECTION 1.1. The definition of the term "Debt Service
Coverage Ratio" contained in Section 1.1 of the Loan Agreement is hereby amended
and restated, as follows:
" 'DEBT SERVICE COVERAGE RATIO' shall mean, with respect
to the Designated Companies for any period, the ratio of (a)
the sum of (i) Net Income from continuing and discontinued
operations before interest expense and taxes, PLUS (ii)
depreciation and amortization expenses, MINUS (iii) tax
payments, MINUS (iv) capital expenditures, to the extent not
financed, MINUS (v) dividends paid, and PLUS (vi) with respect
only to calculations made for the testing periods ending on
each of December 31, 1998, March 31, 1999, June 30, 1999 and
September 30, 1999, charges taken in the 1998 fiscal year and
associated with the proposed Reptron Merger, to (b) the sum of
(i) all interest payments in respect of the Revolving Loans
PLUS (ii) all payments of principal and interest in respect of
capitalized leases and other long-term indebtedness of the
Designated Companies, including without limitation the Junior
Debt (but specifically excluding principal payments in respect
of the Revolving Loans), all determined for such period on a
consolidated basis and in accordance with GAAP."
(b) SECTION 8.12. Clause (ii) of Section 8.12 of the Loan
Agreement is hereby amended and restated in its entirety, as follows:
"(ii) Five Million Dollars ($5,000,000) for the 1999
fiscal year or any fiscal year thereafter."
(c) SECTION 8.17. The table contained in Section 8.17 of the
Loan Agreement is hereby amended and restated in its entirety, as follows:
"PERIOD AMOUNT
------- ------
December 31, 1998 through and including $24,400,000
December 30, 1999
December 31, 1999 through and including $26,000,000
December 30, 2000
December 31, 2000 through and including $27,600,000
December 30, 2001
December 31, 2001 through and including $29,200,000"
May 3, 2002
(d) SCOPE. This Amendment No. 4 to Loan and Security
Agreement shall have the effect of amending the Loan Agreement and the other
Financing Agreements as appropriate to express the agreements contained herein.
In all other respects, the Loan Agreement and the other Financing Agreements
shall remain in full force and effect in accordance with their respective terms.
2. CONDITIONS TO EFFECTIVENESS. This Amendment No. 4 to
Loan and Security Agreement shall be effective immediately upon the execution
hereof by Requisite Lenders, the acceptance hereof by each Borrower and each
Guarantor, and the delivery hereof to the Administrative Agent, at 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Mr. Xxxxxxx Xxxx, Vice
President, on or before March 23, 1999.
Very truly yours,
XXXXXX TRUST AND SAVINGS BANK,
as Administrative Agent and a Lender
Pro Rata Share: 25%
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Its: Vice President
-------------------------------------
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO,
as Collateral Agent and a Lender
Pro Rata Share: 25%
By: /s/ M. XXXXXX XXXXXX
-------------------------------------
Its: Vice President
-------------------------------------
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FLEET BUSINESS CREDIT CORPORATION,
formerly known as SANWA BUSINESS
CREDIT CORPORATION, as a Lender
Pro Rata Share: 12.5%
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------
Its: Vice President
-------------------------------------
MERCANTILE BUSINESS CREDIT, INC.,
as a Lender
Pro Rata Share: 12.5%
By:
-------------------------------------
Its:
-------------------------------------
BNY FINANCIAL CORPORATION,
as a Lender
Pro Rata Share: 12.5%
By: /s/ A. VIOLA
-------------------------------------
Its: Vice President
-------------------------------------
NATIONSBANK, N.A., successor by merger to
NATIONSBANK OF TEXAS, N.A.,
as a Lender
Pro Rata Share: 12.5%
By:
-------------------------------------
Its:
-------------------------------------
Acknowledged and agreed to as of
this 23rd day of March, 1999.
ALL AMERICAN
SEMICONDUCTOR, INC.
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------
Its: EVP & CFO
---------------------------------
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ACKNOWLEDGMENT AND ACCEPTANCE OF GUARANTORS
Each of the undersigned, in its capacity as a Guarantor of the
Liabilities of Borrowers to Agents and Lenders under the Loan Agreement, hereby
acknowledges receipt of the foregoing Amendment No. 4 to Loan and Security
Agreement, accepts and agrees to be bound by the terms thereof, ratifies and
confirms all of its obligations under the Master Corporate Guaranty executed by
it and agrees that such Master Corporate Guaranty shall continue in full force
and effect as to it, notwithstanding such amendment.
Dated: March 23, 1999
Each of the Subsidiaries of
All American Semiconductor, Inc.
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------
Its: EVP & CFO
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