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Exhibit 10.40
SIGMATRON INTERNATIONAL, INC.
TENTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
HSBC Business Loans, Inc.
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Loan and
Security Agreement dated as of February 8, 1994, as amended (the "Loan
Agreement"), between the undersigned, SigmaTron International, Inc., a Delaware
corporation, and HSBC Business Loans, Inc. All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in
the Loan Agreement.
Debtor has requested that Secured Party increase the amount of Advances
available at any one time under the line of credit provided for in the Loan
Agreement from $20,000,000 to $21,500,000, amend the annual lease rentals and
capital expenditures covenant, and make certain other amendments to the Loan
Agreement, and Secured Party is willing to do so under the terms and conditions
set forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose below,
the Loan Agreement shall be and hereby is amended as follows:
(a) Item 1 of the Schedule to the Loan Agreement shall be amended in
its entirety and as amended it shall be restated to read as follows:
"1. Borrowing Capacity (Section 1.1(c))
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Borrowing Capacity at any time shall be the net amount
determined by taking the lesser of the following
amounts:
(A) $21,500,000
or
(B) the amount equal to the sum of:
(i) up to 85% of the Receivable Borrowing
Base, provided that the aggregate amount of
Receivables owing to Debtor from Nighthawk Systems,
Incorporated and its affiliates included within the
determination of the Receivables Borrowing Base at
any one time shall not exceed $10,000,000;
and
(ii) the lesser of $8,000,000 or the amount of
the Inventory Borrowing Base;
and subtracting from the lesser of (A) and (B) above,
the sum (without duplication) of letters of guaranty
and Letters of Credit."
(b) Item 26 of the Schedule to the Loan Agreement shall be amended
in its entirety, and as amended it shall be restated to read as follows:
"26. Combined Maximum Annual Lease Rentals and Capital
Expenditures (Section 10.10)
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$4,000,000 annually in the aggregate for Debtor and
its Consolidated Subsidiaries."
2. CONDITIONS.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
(a) Debtor and Secured Party shall have executed and delivered this
Amendment;
(b) Secured Party shall have received from Debtor certified copies
of resolutions of the Board of Directors of Debtor authorizing the
execution and delivery of this Amendment and, to the extent not
previously delivered to Secured Party, containing the actual specimen
signatures of such signer, in each case in a form satisfactory to Secured
Party and its counsel; and
(c) Debtor shall cause each Third Party to execute and deliver to
Secured Party such Third Party's consent to this Amendment in the form
set forth below.
3. REPRESENTATIONS.
In order to induce Secured Party to execute and deliver this Amendment,
Debtor hereby represents to Secured Party that, as of the date hereof, the
representations and warranties set forth in the Loan Agreement and the other
Transaction Documents are and shall be and remain true and correct and Debtor
is in full compliance with all of the terms and conditions of the Loan
Agreement and the other Transaction Documents and no Event of Default or event
which with notice or lapse of time, or both, would constitute an Event of
Default has occurred and is continuing or shall result after giving effect to
this Amendment.
4. MISCELLANEOUS.
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(a) Except as specifically amended herein, the Loan Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Loan Agreement or
any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Loan Agreement, any reference in any of such items to the Loan Agreement
being sufficient to refer to the Loan Agreement as amended hereby.
(b) Debtor acknowledges and agrees that the Loan Agreement and the
Security Interest created and provided for therein continue to secure the
payment of any and all indebtedness, and the performance of all obligations and
agreements, of Debtor to Secured Party. Nothing herein contained shall in any
manner affect or impair the priority of the liens and security interests
created and provided for by the Loan Agreement as to the indebtedness which
would be secured thereby prior to giving effect to this Amendment.
(c) Debtor agrees to pay on demand all costs and expenses of or incurred
by Secured Party in connection with the negotiation, preparation, execution and
delivery of this Amendment, including the fees and expenses of counsel for
Secured Party.
(d) This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[Signature Page to Follow]
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Dated as of December __, 1996.
SIGMATRON INTERNATIONAL, INC.
By
Its
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ATTEST:
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, Its Secretary
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Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.
HSBC MIDLAND BUSINESS LOANS, INC.
By
Its
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CONSENT
The undersigned, National Material L.P. and Electro Magnetic Devices,
Inc., have heretofore executed in favor of Secured Party those certain
Subordination Agreements, each dated as of February 7, 1994, respectively, and
Xxxx X. Xxxxxxxx has heretofore executed in favor of Secured Party that certain
Guaranty of Validity of Collateral dated as of February 7, 1994, and each of
the undersigned hereby consents to the Tenth Amendment to Amended and Restated
Loan and Security Agreement set forth above and confirms that its Subordination
Agreement or Guaranty of Validity of Collateral, as the case may be, and all of
its obligations thereunder, remain in full force and effect. Without limiting
the foregoing, each of National Material L.P. and Electro Magnetic Devices,
Inc. hereby acknowledges and agrees that the additional availability under the
Borrowing Capacity constitutes Senior Debt under its respective Subordination
Agreement. Each of the undersigned hereby further agrees that the consent of
the undersigned to any further amendments to the Loan and Security Agreement
shall not be required as a result of this consent having been obtained, except
to the extent, if any, required by the agreements referred to above.
NATIONAL MATERIAL, L.P.
By: NM Holding, Inc. (f/k/a
C.T. One, Inc.),
Its General Partner
By:
Its:
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ELECTRO MAGNETIC DEVICES, INC.
By:
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Its:
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Xxxx X. Xxxxxxxx
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