Exhibit 10.24
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT ("Amendment") is dated as
of March 31, 2006 by and among All American Semiconductor, Inc., a Delaware
corporation (the "Company"), Xxxxxx X.X., successor by merger to Xxxxxx Trust
and Savings Bank, as Administrative Agent (the "Agent"), U.S. Bank National
Association, as Co-Agent (the "Co-Agent") and the lenders from time to time
party thereto (the "Lenders").
WHEREAS, the Company, the Agent, the Co-Agent and the Lenders are
parties to a certain Credit Agreement dated as of May 14, 2003, as amended by
that certain First Amendment to Credit Agreement dated June 11, 2004, and as
amended by that certain Second Amendment to Credit Agreement dated August 8,
2005 (as such agreement may have been or may hereafter be amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"); and
WHEREAS, the Company has requested that the Agent and the Lenders
agree to amend certain provisions of the Credit Agreement, as more particularly
set forth herein;
NOW THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Credit Agreement and this Amendment, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meanings ascribed to such terms in the
Credit Agreement.
2. Amendments. Subject to prior satisfaction of the conditions
set forth in Section 3 below and in reliance on the representations and
warranties set forth in Section 5 below, clause (b) of Section 8.22 (Financial
Covenants) of the Credit Agreement is hereby amended and restated in its
entirety as follows, retroactively effective as of December 31, 2005:
"(b) Capital Expenditures. No Designated Company shall expend or
incur Capital Expenditures (determined exclusive of Capital Expenditures
with the Net Cash Proceeds of an Event of Loss in order to replace the
Property subject to such Event of Loss) in an amount in excess of
$1,000,000 in any fiscal year, exclusive of up to $3,800,000 of Capital
Expenditures expended as ERP systems costs."
3. Conditions. The effectiveness of this Amendment is subject to
the following conditions precedent:
(a) The Company shall have executed and delivered this Amendment,
together with executed copies of each Reaffirmation of Guaranty attached hereto;
(b) no Default or Event of Default shall have occurred and be
continuing; and
(c) the Company shall have paid to the Agent, for the benefit of
the Lenders that have executed and delivered this Amendment on or before the
date hereof, the Amendment Fee.
4. Amendment Fee. The Company shall pay to the Agent, for the
benefit of the Lenders that have executed and delivered this Amendment on or
before the date hereof, a non-refundable amendment fee (the "Amendment Fee") in
an amount equal to (x) such Lenders' aggregate pro rata share of the sum of the
total outstanding Loans, interests in Letters of Credit, and Unused Revolving
Credit Commitments multiplied by (y) $100,000. Each Lender that has executed and
delivered this Amendment on or prior to the date hereof shall be entitled to
receive a portion of the Amendment Fee equal to (x) such Lender's pro rata share
of the sum of the total outstanding Loans, interests in Letters of Credit, and
Unused Revolving Credit Commitments multiplied by (y) $100,000.
5. Representations and Warranties. To induce the Agent and the
Lenders to enter into this Amendment, the Company represents and warrants to the
Agent and the Lenders that (a) the execution, delivery and performance of this
Amendment has been duly authorized by all requisite corporate action on the part
of the Company and that this Amendment has been duly executed and delivered by
the Company, (b) each of the representations and warranties set forth in Section
6 of the Credit Agreement (other than those which, by their terms, specifically
are made as of a certain date prior to the date hereof) are true and correct in
all material respects as of the date hereof and after giving effect to the terms
hereof, and (c) no Default or Event of Default shall have occurred and be
continuing before or immediately after giving effect to this Amendment.
6. References. Any reference to the Credit Agreement contained in
any document, instrument or agreement executed in connection with the Credit
Agreement shall be deemed to be a reference to the Credit Agreement as modified
by this Amendment.
7. Severability; Counterparts. Any provision of this Amendment
held by a court of competent jurisdiction to be invalid or unenforceable shall
not impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable. This
Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken together shall be one and the
same instrument.
8. Ratification. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions of
the Credit Agreement and shall not be deemed to be a consent to the modification
or waiver of any other term or condition of the Credit Agreement. Except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement are ratified and confirmed and shall continue in full force
and effect.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
ALL AMERICAN SEMICONDUCTOR, INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
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Title: EVP & CFO
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XXXXXX X.X., SUCCESSOR BY MERGER TO XXXXXX
TRUST AND SAVINGS BANK, as Administrative
Agent and as a Lender
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
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Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION, as Co-Agent
and as a Lender
By: /s/ XXXXXX XXXXXXXX
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Name: Xxxxxx Xxxxxxxx
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Title: Vice President
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GMAC COMMERCIAL FINANCE LLC, as a Lender
By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
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Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
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Title: Vice President
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Signature Page to Third Amendment to Credit Agreement
FB COMMERCIAL FINANCE, INC., as a Lender
By: /s/ XXXXXX XXXXXXXX
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Name: Xxxxxx Xxxxxxxx
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Title: Vice President
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Signature Page to Third Amendment to Credit Agreement (continued)
REAFFIRMATION OF GUARANTY
In order to induce Xxxxxx X.X., successor by merger to Xxxxxx Trust
and Savings Bank, as Administrative Agent ("Agent") for various lenders
("Lenders"), and Lenders to execute and deliver that certain Third Amendment to
Credit Agreement of even date herewith (the "Amendment"), each of the
undersigned hereby reaffirms its obligations under that certain Master Corporate
Guaranty dated as of May 14, 2003 by it in favor of Agent (the "Guaranty").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Credit Agreement dated as of May 14, 2003, as
amended by that certain First Amendment to Credit Agreement dated as of June 11,
2004 and as amended by that certain Second Amendment to Credit Agreement dated
as of August 8, 2005, by and among Agent, Lenders and All American
Semiconductor, Inc. (as the same has been, and may be from time to time,
amended, supplemented or otherwise modified, the "Credit Agreement").
Each of the undersigned further agrees that the Guaranty shall
remain in full force and effect following the execution and delivery of the
Amendment and that all references to the "Credit Agreement" in the Guaranty
executed by it shall be deemed to refer to the Credit Agreement as amended by
the Amendment. Except as set forth in the immediately preceding sentence, the
Guaranty shall remain unmodified and in full force and effect.
Reaffirmation of Guaranty
This Reaffirmation of Guaranty is dated as of March 31, 2006.
Access Micro Products, Inc.
All American A.V.E.D., Inc.
All American Added Value, Inc.
All American Semiconductor of Atlanta, Inc.
All American Semiconductor of Chicago, Inc.
All American Semiconductor of Florida, Inc.
All American Semiconductor of Huntsville, Inc.
All American Semiconductor of Massachusetts, Inc.
All American Semiconductor of Michigan, Inc.
All American Semiconductor of Minnesota, Inc.
All American Semiconductor of New York, Inc.
All American Semiconductor of Philadelphia, Inc.
All American Semiconductor of Phoenix, Inc.
All American Semiconductor of Portland, Inc.
All American Semiconductor of Rockville, Inc.
All American Semiconductor of Salt Lake, Inc.
All American Semiconductor of Texas, Inc.
All American Semiconductor-Northern California, Inc.
All American Semiconductor of Washington, Inc.
All American Technologies, Inc.
All American Transistor of California, Inc.
Aved Industries, Inc.
Palm Electronics Manufacturing Corp.
All American Semiconductor of Ohio, Inc.
All American Semiconductor of Wisconsin, Inc.
All American Semiconductor of Rhode Island, Inc.
All American IDT, Inc.
AGD China, Inc.
Each by: /s/ XXXXXX X. XXXXXXXX
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Its: EVP & CFO
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AMERICAPITAL, LLC
By: All American Semiconductor, Inc.,
its sole member
By: /s/ XXXXXX X. XXXXXXXX
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Its: EVP & CFO
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Signature Page to Reaffirmation of Guaranty
REAFFIRMATION OF GUARANTY
In order to induce Xxxxxx X.X., successor by merger to Xxxxxx Trust
and Savings Bank, as Administrative Agent ("Agent") for various lenders
("Lenders"), and Lenders to execute and deliver that certain Third Amendment to
Credit Agreement of even date herewith (the "Amendment"), the undersigned hereby
reaffirms its obligations under that certain Corporate Guaranty and Covenant
dated as of May 14, 2003 by it in favor of Agent (the "Guaranty"). Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Credit Agreement dated as of May 14, 2003, as amended by that
certain First Amendment to Credit Agreement dated as of June 11, 2004, and as
amended by that certain Second Amendment to Credit Agreement dated as of August
8, 2005 by and among Agent, Lenders and All American Semiconductor, Inc. (as the
same has been, and may be from time to time, amended, supplemented or otherwise
modified, the "Credit Agreement").
The undersigned further agrees that the Guaranty shall remain in
full force and effect following the execution and delivery of the Amendment and
that all references to the "Credit Agreement" in the Guaranty executed by it
shall be deemed to refer to the Credit Agreement as amended by the Amendment.
Except as set forth in the immediately preceding sentence, the Guaranty shall
remain unmodified and in full force and effect.
This Reaffirmation of Guaranty is dated as of March 31, 2006.
ALL AMERICAN SEMICONDUCTOR OF
CANADA, INC.
By: /s/ XXXXXX X. XXXXXXXX
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Its: EVP & CFO
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Reaffirmation of Guaranty
