EXHIBIT 10.15
THIRD AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT
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THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of January
10, 1996, 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 000 Xxxxxxx Xxxxxxxxxx, Xxxxxxx, Xxx Xxxx (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 and a Second Amendment dated as of November 29, 1995
(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 Third
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 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 the mutual covenants
and promises exchanged herein, the parties hereto mutually agree as follows:
1. Section 6.1 of The Amended and Restated Loan Agreement is hereby
amended by the Borrowers and the Bank to read as follows:
Current Ratio and Quick Ratio. Maintain at all times (i) a ratio of
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consolidated current assets to consolidated current liabilities of at
least 2.10 to 1.0, and (ii) a ratio of consolidated current assets
composed of cash on hand or on deposit in banks and marketable
Eligible Investment Securities plus Eligible Accounts Receivable to
consolidated current liabilities of at least .85 to 1.0.
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 Third 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 Third Amendment to Amended and Restated Loan
Agreement.
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
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Amended and Restated Loan Agreement or any of the documents referred to therein.
7. This Third Amendment to Amended and Restated Loan Agreement is
dated for convenience as of January 10, 1996 and shall be effective retroactive
to November 30, 1995 on the delivery of an executed counterpart hereof to the
Borrowers. This Third 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 Third 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: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
------------------------ -----------------------
Xxxx Xxxxxxx Xxxx Xxxxxxx
Vice President-Finance Vice President-Finance
NU HORIZONS INTERNATIONAL CORP. NU VISIONS MANUFACTURING, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
------------------------ -----------------------
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: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------ --------------------------
Xxxx Xxxxxxx Xxxxxxx X. Xxxxxxxx
Vice President-Finance Vice President
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XXXXX XX XXX XXXX)
:ss.:
COUNTY OF NASSAU )
On the 10th day of January, 1996, 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.
/s/ Xxxxxx X. Xxxx
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Notary Public
STATE OF NEW YORK) Xxxxxx X. Xxxx
:ss.: Notary Public, State of New York
COUNTY OF NASSAU ) No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 1996
On the 10th day of January, 1996, 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.
/s/ Xxxxxx X. Xxxx
---------------------------
Notary Public
STATE OF NEW YORK) Xxxxxx X. Xxxx
:ss.: Notary Public, State of New York
COUNTY OF NASSAU ) No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 1996
On the 10th day of January, 1996, 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.
/s/ Xxxxxx X. Xxxx
---------------------------
Notary Public
STATE OF NEW YORK) Xxxxxx X. Xxxx
:ss.: Notary Public, State of New York
COUNTY OF NASSAU ) No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 0000
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XXXXX XX XXX XXXX)
:ss.:
COUNTY OF NASSAU )
On the 10th day of January, 1996, 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.
/s/ Xxxxxx X. Xxxx
---------------------------
Notary Public
STATE OF NEW YORK) Xxxxxx X. Xxxx
:ss.: Notary Public, State of New York
COUNTY OF NASSAU ) No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 1996
On the 10th day of January, 1996, 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.
/s/ Xxxxxx X. Xxxx
---------------------------
Notary Public
STATE OF NEW YORK) Xxxxxx X. Xxxx
:ss.: Notary Public, State of New York
COUNTY OF NASSAU ) No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 1996
On the 10th day of January, 1996, before me personally came XXXXXXX X.
XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he
resides at c/o 000 Xxxxxxx Xxxxxxxxxx, Xxxxxxx, 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.
/s/ Xxxxxx X. Xxxx
---------------------------
Notary Public
STATE OF NEW YORK) Xxxxxx X. Xxxx
:ss.: Notary Public, State of New York
COUNTY OF NASSAU ) No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 1996
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EXHIBIT 10.15
ELEVENTH AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
-----------------------
ELEVENTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of
January 10, 1996, 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 Xxxxxxx Xxxxxxxxxx, Xxxxxxx, 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, a Tenth Amendment dated as of November 29, 1995 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 Eleventh 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. Section 5.10 (c) of The Loan Agreement is hereby amended by the
Company and the Bank to read as follows:
Current Ratio and Quick Ratio. Maintain at all times (y) a ratio of
-----------------------------
consolidated current assets to consolidated current liabilities of at
least 2.10 to 1.0, and (z) a ratio of consolidated current assets
composed of cash on hand or on deposit in banks and marketable
Eligible Investment Securities plus Eligible Accounts Receivable
current liabilities of at least .85 to 1.0.
-1-
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 Eleventh 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.
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 Eleventh 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
-2-
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 Eleventh Amendment to Loan Agreement is dated for convenience of
as January 10, 1996 and shall be effective retroactive to November 30, 1995 on
the delivery of an executed counterpart to the Company. This Eleventh 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:______________________
Xxxx Xxxxxxx
Vice President-Finance
NATWEST BANK, N.A.
formerly known as
National Westminster Bank USA
By:______________________
Xxxxxxx X. Xxxxxxxx
Vice President
-0-
XXXXX XX XXX XXXX )
:ss.:
COUNTY OF NASSAU )
On the 10th day of January, 1996, 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.
/s/ Xxxxxx X. Xxxx
---------------------------
Notary Public
STATE OF NEW YORK) Xxxxxx X. Xxxx
:ss.: Notary Public, State of New York
COUNTY OF NASSAU ) No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 1996
On the 10th day of January, 1996, before me personally came XXXXXXX X.
XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he
resides at c/o 000 Xxxxxxx Xxxxxxxxxx, Xxxxxxx, 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.
/s/ Xxxxxx X. Xxxx
---------------------------
Notary Public
Xxxxxx X. Xxxx
Notary Public, State of New York
No. 00-0000000
Qualified in Nassau County
Commission Expires Nov. 30, 1996
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