EXHIBIT 10.26
AMENDMENT NO. 4
TO
LOAN AND SECURITY AGREEMENT
Amendment No. 4 dated as of December 21, 2001 ("Amendment") to Loan and
Security Agreement originally dated as of December 28, 1999 and originally among
IEC ELECTRONICS CORP. ("IEC" or "Debtor") and IEC ELECTRONICS-EDINBURG, TEXAS
INC. ("IEC-Edinburg") and HSBC BANK USA, as Agent ("Agent") and HSBC BANK USA
("HSBC Bank") and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital") as
Lenders.
BACKGROUND
1. Debtor, Agent and Lenders entered into a Loan and Security Agreement
dated as of December 28, 1999 and Amendment Nos. 1, 2 and 3 thereto dated as of
March 30, 2000, December 1, 2000 and April 24, 2001, respectively (together, the
"Agreement"). On or about January 27, 2000, IEC-Edinburg merged into IEC leaving
IEC as the sole Debtor under the Agreement. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreement.
2. Debtor has requested that Agent and Lenders consider waiving certain
covenants in the Loan Agreement concerning (i) the Minimum Tangible Net Worth
requirement for the period ending September 30, 2001, and (ii) the Minimum Net
Income Before Taxes requirement for the period ending September 30, 2001
(collectively, the "Financial Covenant Defaults").
3. Debtor has also requested that Agent and the Lenders consider amending
certain financial covenants in the Agreement in order to allow Debtor more
flexibility.
4. In response to Debtor's requests and subject to all of the terms and
conditions set forth herein, the Agent and the Lenders are willing to make
certain waivers and amendments to the Agreement as set forth below on the
conditions set forth below.
NOW, THEREFORE, Debtor, the Agent and the Lenders for good and valuable
consideration, receipt of which is hereby acknowledged, and in contemplation of
the foregoing, hereby agree as follows:
A. Conditions. The amendments and waivers contained herein shall be granted
upon satisfaction of the following terms and conditions:
1. Debtor shall have paid to Agent for the benefit of the Lenders an
amendment fee of $10,000 in consideration of the agreements and waivers herein.
2. Debtor shall have executed, and shall have caused IEC-Mexico and
IEC-FSC to have executed, this Amendment to indicate their consent hereto, and
four executed duplicate originals of this Agreement shall have been delivered to
Agent.
3. By January 11, 2002, Debtor shall have executed, and shall have
delivered to Agent and Lenders, an original executed Collateral Mortgage in the
amount of $1,400,000.00 on the real property owned by Debtor in Arab, Alabama,
in form and content satisfactory to Agent and Lenders, along with a survey and
title insurance satisfactory to Agent and Lenders, and evidence of the recording
of the Collateral Mortgage, and payment of all applicable mortgage recording
fees and taxes.
B. Waivers. Upon fulfillment of the conditions set forth in Section A
above, the Debtor, the Agent and Lenders hereby waive the Financial Covenant
Defaults. The foregoing consent and waiver is only applicable and shall only be
effective in the specific instance and for the specific purpose for which made,
is expressly limited to the facts and circumstances referred to herein, and
shall not operate as (i) a waiver of, or consent to non-compliance with any
other provision of the Agreement or any other Loan Document, (ii) a waiver of
any right, power or remedy of either the Agent or any Lender under the Agreement
or any Loan Document, or (iii) a waiver of or consent to any Event of Default or
Default under the Agreement or any Loan Document.
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C. Amendments. Debtor, the Agent and the Lenders agree that upon
fulfillment of the conditions set forth in Section A above, the Agreement and
the Schedule are amended in the following respects:
1. Item 1 of the Schedule to the Agreement is hereby deleted in its
entirety as of the date hereof and replaced by the following:
"1. Borrowing Capacity 1.1(e) Borrowing Capacity at any time shall be
the net amount determined by taking the lesser of the following
amounts:
(A) The applicable Maximum Limit of $5,000,000;
or
(B) The amount equal to the sum of the IEC Borrowing Capacity (as
defined below)
and subtracting from the lesser of (A) and (B) above, the sum of (a)
banker's acceptances, plus (b) letters of guaranty, plus (c) Letters of
Credit.
'IEC Borrowing Capacity' at any time shall be the amount equal
to the sum of:
(i) up to 85% of the IEC Receivables Borrowing Base; and
(ii) the amount of the IEC Inventory Borrowing Base; provided
however, for calculation purposes, in no event shall the
amount of the IEC Inventory Borrowing Base be greater
than $2,000,000."
2. Item 18(g) of the Schedule to the Agreement is hereby deleted in its
entirety and replaced with the following new text:
"(g) Pricing Grid - Advances and Term Loan. The applicable rates of
interest to be charged during each time period listed below for each
Prime Rate Loan and Libor Loan made or outstanding hereunder as an
Advance or under the Term Note are listed below:
PRICING GRIDS
A. ADVANCES
Period Prime Rate Option Libor Rate Option
=======================================================================
12/21/01 - 1/31/02 Prime Rate plus 1/2% Libor Rate plus 325 BP
2/1/02 - 2/15/02 Prime Rate plus 3/4% Libor Rate plus 350 BP
B. TERM LOAN
Period Prime Rate Option Libor Rate Option
=======================================================================
12/21/01 - 1/31/02 Prime Rate plus 3/4% Libor Rate plus 350 BP
2/1/02 - 2/15/02 Prime Rate plus 1% Libor Rate plus 375 BP"
3. Item 27 of the Schedule to the Agreement is hereby deleted in its
entirety and replaced with the following new text:
"27. Permitted Capital Expenditures ( 10.11) Combined for IEC and
Consolidated Subsidiaries:
Time Periods Maximum Cumulative
============ Capital Expenditures (000's omitted)
====================================
10/31/01 - 12/31/01 $650
10/31/01 - 2/15/02 800
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4. Item 30 (b) of the Schedule to the Agreement is hereby deleted in its
entirety and replaced with the following new text:
"(b) Minimum Tangible Net Worth: Debtor shall maintain a consolidated
Minimum Tangible Net Worth in the amounts set forth below for
each fiscal month during the time periods set forth below:
Time Period(s) Amount (000's omitted)
============== ======================
10/31/01 $16,000
11/30/01 $15,550
12/31/01 $14,850
01/31/02 $14,650
5. Item 30(c) of the Schedule to the Agreement is hereby deleted in its
entirety as of the date hereof and replaced with the following new
text:
"(c) Maximum Debt to Tangible Net Worth: Debtor shall maintain a
ratio ('Debt-to-Worth Ratio') of total consolidated liabilities
(excluding the principal balance of any debt that is
subordinated to the Indebtedness in a manner satisfactory to
Agent) to consolidated Tangible Net Worth (as defined above) of
no greater than the ratio set forth below for each fiscal month
during the time periods set forth below:
Time Period(s) Ratio
============== =====
10/31/01 - 11/30/01 1.75 to 1.0
12/1/01 - 12/31/01 1.80 to 1.0
01/01/02 - 02/15/02 2.00 to 1.0
6. Item 30(e) of the Schedule to the Agreement regarding Minimum Cash
Flow Coverage Ratio is hereby deleted in its entirety.
7. Item 30 of the Schedule to the Agreement is hereby amended to add the
following new section 30(f) as follows:
"(f) Minimum EBIT: Debtor shall maintain EBIT (as defined below) at
no less than the level set forth below, tested monthly, during
the period set forth below:
Time Period Amount (000's omitted)
=========== ======================
October 2001 <900>
November 2001 <1575>
December 2001 <1950>
January 2002 <2325>
"EBIT" means, with respect to the Debtor and its Consolidated
Subsidiaries on a consolidated basis, for any period, earnings
before interest and taxes and excluding extraordinary events
such as restructuring charges or sale of assets not in the
ordinary course of business."
8. Item 32 of the Schedule to the Agreement is hereby deleted in its
entirety and replaced with the following new text:
"Initial Term: To expire on February 15, 2002
Renewal Term: NONE"
9. Debtor acknowledges that Debtor intends to refinance the Advances and
the Term Loans under the Agreement with one or more different lenders
on or before the expiration of the Initial Term as amended herein,
and agrees that, upon such payment of the Advances under the
Agreement, the Term Notes of the Debtor dated December 28, 1999 in
favor of the Lenders become due and payable by the terms thereof
since such financing would not come from internally generated funds
in the ordinary course of business.
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D. Reaffirmations.
1. The Agreement, except as specifically modified hereby, shall remain
in full force and effect and Debtor hereby reaffirms the Agreement,
as modified by this Amendment, and all collateral and other documents
executed and delivered to Agent and the Lenders in connection with
the Agreement.
2. IEC Electronicos, S. de X.X. de C.V. and IEC Electronics Foreign
Sales Corporation, by their execution hereof, consent hereto and
hereby reaffirm the execution and delivery of their respective
Guaranties dated December 28, 1999 and each agrees that its
respective guaranty shall continue in full force and effect and shall
be applicable to all indebtedness, obligations and liabilities of
Debtor to Agent and the Lenders, including without limitation, all
indebtedness evidenced by or arising under the Agreement, as modified
by this Amendment.
E. Other Provisions.
1. Debtor agrees to pay on demand by Agent all expenses of Agent,
including without limitation, fees and disbursements of counsel for
Agent, in connection with the transactions contemplated by this
Amendment, the negotiations for and preparation of this Amendment and
any other documents related hereto, and the enforcement of the rights
of Agent and the Lenders under the Agreement as amended by this
Amendment.
2. This Amendment shall be governed by and construed under the internal
laws of the State of New York, as the same may from time to time be
in effect, without regard to principles of conflicts of law.
Agreed to as of the date first set forth above.
IEC ELECTRONICS CORP. HSBC BANK USA, as Agent
as Debtor
By:________________________________ By:_________________________________
Xxxxxxx X. Xxxxx, Vice President Xxxxxxx X. Xxxxx
and Chief Financial Officer Vice President (6964)
GENERAL ELECTRIC CAPITAL HSBC BANK USA, as a Lender
CORPORATION, as a Lender
By:____________________________ By:________________________________
Name:____________________________ Xxxxxxx X. Xxxxx
Duly Authorized Signatory Vice President (6964)
CONSENTED TO AND AGREED AS OF THIS ____ DAY OF DECEMBER, 2001.
IEC ELECTRONICOS, S. de X.X. de C.V. IEC ELECTRONICS FOREIGN SALES
as Guarantor CORPORATION, as Guarantor
By:________________________________ By:________________________________
Xxxxxxxx X. Xxxx, Chairman Xxxxxxx X. Xxxxx, Vice President
and Chief Financial Officer
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