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EXHIBIT 10.46
AMENDMENT NUMBER FOUR TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this "Amendment") dated as of October 19, 2000, is entered
into among QUESTRON TECHNOLOGY, INC., a Delaware corporation ("QTI"), certain of
the direct and indirect Subsidiaries of QTI identified herein (individually and
collectively, and jointly and severally, the "Obligors"), each of the Lenders
signatory hereto, CONGRESS FINANCIAL CORPORATION (Florida), a Florida
corporation, as administrative agent for the Lenders ("Administrative Agent"),
and ABLECO FINANCE LLC, a Delaware limited liability company, as collateral
agent for the Lender Group ("Collateral Agent"), in light of the following:
W I T N E S S E T H
WHEREAS, the Obligors, the Lenders, Administrative Agent, and
Collateral Agent are parties to that certain Amended and Restated Loan and
Security Agreement, dated as of June 29, 1999 (as amended, restated,
supplemented, or modified from time to time, the "Loan Agreement");
WHEREAS, the Obligors have requested that that the Lender
Group provide to the Obligors an additional term loan facility; and
WHEREAS, subject to the terms and conditions set forth herein,
certain of the Lenders are willing to provide to the Obligors an additional term
loan facility.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties agree to
amend the Loan Agreement as follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Loan Agreement, as
amended hereby.
2. AMENDMENT TO LOAN AGREEMENT.
(a) The introductory paragraph to Section 1 of the Loan Agreement
hereby is amended by deleting the text "$75,000,000" appearing therein and
inserting the text "$79,000,000" in lieu thereof.
(b) Section 1.2 of the Loan Agreement hereby is amended by inserting
the following new Subsection 1.2.3 immediately following Subsection 1.2.2
appearing in said Section:
"Section 1.2.3. Term Loan C. Lenders agree, ratably in
accordance with their respective Term Loan C Commitments, and subject
to the satisfaction of the
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applicable conditions precedent set forth in Section 4 of the Fourth
Amendment, to make term loans (collectively, "Term Loan C") to Borrower
on the Fourth Amendment Effective Date in an aggregate principal amount
of $4,000,000, which Term Loan C shall be repayable in accordance with
the terms of Term Note C, shall be secured by all of the Collateral,
and shall constitute Obligations. The proceeds of Term Loan C shall be
used solely for the purposes set forth in Section 1.1.2 above."
(c) Section 2.1.1(a) of the Loan Agreement hereby is amended and
restated in its entirety as follows:
"(a) Term Loans. Interest shall accrue on Term Loan A and be
payable in accordance with the terms of Term Note A. Interest shall
accrue on Term Loan B and be payable in accordance with the terms of
Term Note B. Interest shall accrue on Term Loan C and be payable in
accordance with the terms of Term Note C."
(d) Section 3.2.6(a)(i)(A) of the Loan Agreement hereby is amended and
restated as follows:
"(i)(A) all Non-Ordinary Course Proceeds consisting of cash proceeds of
sales or other issuances of the Securities or Subordinated Debt of
Borrower (to the extent permitted hereunder) shall be applied in the
following order:
first, to pay any fees, or expense reimbursements then due to
Administrative Agent or Collateral Agent from Borrower until paid in
full;
second, to pay any fees or expense reimbursements then due to
the Lenders from Borrower until paid in full;
third, to pay interest due in respect of all Loans until paid
in full (if such proceeds are insufficient to pay all such interest in
full, then such amount shall be applied pro rata to interest accrued
and unpaid with respect to each of the Loans);
fourth, to repay the principal of the Revolving Credit Loans
until paid in full, and then to be held by Administrative Agent as cash
collateral hereunder with respect to unreimbursed Obligations in
respect of Letter of Credit Accommodations;
fifth, to pay any other Obligations due to the Lender Group
(but exclusive of principal of the Term Loans);
sixth, if and to the extent Borrower elects in writing to do
so pursuant to a notice to Administrative Agent and Collateral Agent,
to pay or prepay principal of Term Loan A, in inverse order of maturity
of the installments thereof, until paid in full;
seventh, if and to the extent Borrower elects in writing to do
so pursuant to a notice to Administrative Agent and Collateral Agent,
to pay or prepay principal of
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Term Loan B, in inverse order of maturity of the installments thereof,
until paid in full;
eighth, if Term Loan A and Term Loan B have been repaid in
full and to the extent Borrower elects in writing to do so pursuant to
a notice to Administrative Agent and Collateral Agent, to pay or prepay
principal of Term Loan C, in inverse order of maturity of the
installments thereof, until paid in full; and
ninth, if and to the extent there is any surplus, to the
Borrower in accordance with applicable law."
(e) Section 3.2.6(a)(i)(B) of the Loan Agreement hereby is amended and
restated in its entirety as follows:
"(i)(B) all Non-Ordinary Course Proceeds consisting of cash proceeds of
sales or other dispositions of the AFCOM Acquisition Real Property (to
the extent permitted hereunder) shall be applied in the following
order:
first, to pay any fees, or expense reimbursements then due to
Administrative Agent or Collateral Agent from Borrower until paid in
full;
second, to pay any fees or expense reimbursements then due to
the Lenders from Borrower until paid in full;
third, to pay interest due in respect of all Loans until paid
in full (if such proceeds are insufficient to pay all such interest in
full, then such amount shall be applied pro rata to interest accrued
and unpaid with respect to each of the Loans);
fourth, to pay or prepay principal of Term Loan A, in inverse
order of maturity of the installments thereof, until paid in full;
fifth, to pay or prepay principal of Term Loan B, in inverse
order of maturity of the installments thereof, until paid in full;
sixth, to repay the principal of the Revolving Credit Loans
until paid in full, and then to be held by Administrative Agent as cash
collateral hereunder with respect to unreimbursed Obligations in
respect of Letter of Credit Accommodations;
seventh, to pay or prepay principal of Term Loan C, in inverse
order of maturity of the installments thereof, until paid in full;
eighth, to pay any other Obligations due to the Lender Group;
and
ninth, if and to the extent there is any surplus, to the
Borrower in accordance with applicable law."
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(f) Section 3.2.6(a)(ii) of the Loan Agreement hereby is amended and
restated in its entirety as follows:
"(ii) all other Non-Ordinary Course Proceeds shall be applied in the
following order:
first, to pay any fees, or expense reimbursements then due to
Administrative Agent or Collateral Agent from Borrower until paid in
full;
second, to pay any fees or expense reimbursements then due to
the Lenders from Borrower until paid in full;
third, to pay interest due in respect of all Loans until paid
in full (if such proceeds are insufficient to pay all such interest in
full, then such amount shall be applied pro rata to interest accrued
and unpaid with respect to each of the Loans);
fourth, to pay or prepay principal of Term Loan A, in inverse
order of maturity of the installments thereof, until paid in full;
fifth, to pay or prepay principal of Term Loan B, in inverse
order of maturity of the installments thereof, until paid in full;
sixth, to repay the principal of the Revolving Credit Loans
until paid in full, and then to be held by Administrative Agent as cash
collateral hereunder with respect to unreimbursed Obligations in
respect of Letter of Credit Accommodations;
seventh, to pay or prepay principal of Term Loan C, in inverse
order of maturity of the installments thereof, until paid in full;
eighth, to pay any other Obligations due to the Lender Group;
and
ninth, if and to the extent there is any surplus, to the
Borrower in accordance with applicable law."
(g) Section 3.2.6(b) of the Loan Agreement hereby is amended and
restated in its entirety as follows:
"(b) from and after the date that all Obligations have become, or been
declared by the Lender Group, due and payable or that all Obligations
and Collateral have become, or been declared by the Lender Group, in
liquidation, all Collections and all other proceeds of Collateral
(irrespective of whether constituting Non-Ordinary Course Proceeds)
shall be applied in the following order:
first, to pay any fees, or expense reimbursements then due to
Administrative Agent or Collateral Agent from Borrower until paid in
full;
second, to pay any fees or expense reimbursements then due to
the Lenders from Borrower until paid in full;
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third, to pay interest due in respect of all Loans (other than
accrued but unpaid interest on the Term Loans previously deferred by
the Lender Group in writing or permitted by the Lender Group to be paid
by being added to the principal balance of the Term Loans in excess of
an amount equal to 5 months of such interest on the Term Loans at the
applicable rates under this Agreement or the Term Notes in effect on
the date hereof) until paid in full (if such proceeds are insufficient
to pay all such interest in full, then such amount shall be applied pro
rata to interest accrued and unpaid with respect to each of the Loans);
fourth, to repay the principal of the Revolving Credit Loans
until paid in full, and then to be held by Administrative Agent as cash
collateral hereunder with respect to unreimbursed Obligations in
respect of Letter of Credit Accommodations;
fifth, to pay all interest due in respect of all Loans to the
extent not paid under clause "third" of this Section 3.2.6(b) until
paid in full;
sixth, to pay or prepay principal of the Term Loan A, in
inverse order of maturity of the installments thereof, until paid in
full;
seventh, to pay or prepay principal of the Term Loan B, in
inverse order of maturity of the installments thereof, until paid in
full;
eighth, to pay or prepay principal of the Term Loan C, in
inverse order of maturity of the installments thereof, until paid in
full;
ninth, to pay any other Obligations due to the Lender Group;
and
tenth, if and to the extent there is any surplus, to the
Borrower in accordance with applicable law."
(h) Appendix A of the Loan Agreement hereby is amended by adding or
amending and restating, as applicable, the following defined terms in the proper
alphanumerical order:
Commitment - Revolving Credit Commitment, Letter of Credit
Sub-Commitment, Term Loan A Commitment, Term Loan B Commitment, Term Loan C
Commitment, or Total Commitment, as the context requires.
Fourth Amendment - that certain Amendment Number Four to
Amended and Restated Loan Agreement, dated as of October 19, 2000, among the
Obligors, the Lenders, Administrative Agent, and Collateral Agent.
Fourth Amendment Effective Date - the date on which the
conditions precedent set forth in Section 4 of the Fourth Amendment are
satisfied.
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Pro Rata Share - (a) with respect to a Lender's obligation to
make Revolving Credit Loans and receive payments relative thereto, the
percentage obtained by dividing (i) such Lender's Revolving Credit Commitment,
as set forth on Schedule C-1, by (ii) the aggregate Revolving Credit Commitments
of all Lenders, as set forth on Schedule C-1;
(b) with respect to a Lender's obligation to participate in
Letter of Credit Accommodations, and receive payments relative thereto, the
percentage obtained by dividing (i) such Lender's Letter of Credit
Sub-Commitment, as set forth on Schedule C-1, by (ii) the aggregate Letter of
Credit Sub-Commitments of all Lenders, as set forth on Schedule C-1;
(c) with respect to a Lender's obligation to make Term Loan A
and receive payments relative thereto, (x) prior to the Term Loan A Commitment
of such Lender being terminated or reduced to zero, the percentage obtained by
dividing (i) such Lender's Term Loan A Commitment, as set forth on Schedule C-1,
by (ii) the aggregate Term Loan A Commitments of all Lenders, as set forth on
Schedule C-1, and (y) from and after the date such Lender's Term Loan A
Commitment has been terminated or reduced to zero, the percentage obtained by
dividing (i) the aggregate unpaid principal amount of that portion of Term Loan
A made by such Lender to Borrower, by (ii) the aggregate unpaid principal amount
of Term Loan A;
(d) with respect to a Lender's obligation to make Term Loan B
and receive payments relative thereto, (x) prior to the Term Loan B Commitment
of such Lender being terminated or reduced to zero, the percentage obtained by
dividing (i) such Lender's Term Loan B Commitment, as set forth on Schedule C-1,
by (ii) the aggregate Term Loan B Commitments of all Lenders, as set forth on
Schedule C-1; and (y) from and after the date such Lender's Term Loan B
Commitment has been terminated or reduced to zero, the percentage obtained by
dividing (i) the aggregate unpaid principal amount of that portion of Term Loan
B made by such Lender to Borrower, by (ii) the aggregate unpaid principal amount
of Term Loan B;
(e) with respect to a Lender's obligation to make Term Loan C
and receive payments relative thereto, (x) prior to the Term Loan B Commitment
of such Lender being terminated or reduced to zero, the percentage obtained by
dividing (i) such Lender's Term Loan C Commitment, as set forth on Schedule C-1,
by (ii) the aggregate Term Loan C Commitments of all Lenders, as set forth on
Schedule C-1; and (y) from and after the date such Lender's Term Loan C
Commitment has been terminated or reduced to zero, the percentage obtained by
dividing (i) the aggregate unpaid principal amount of that portion of Term Loan
C made by such Lender to Borrower, by (ii) the aggregate unpaid principal amount
of Term Loan C;
(f) with respect to all other matters (including the
indemnification obligations arising under Section 11.5), the percentage obtained
by dividing (i) such Lender's Total Commitments to make Loans, as set forth on
Schedule C-1, by (ii) the aggregate Total Commitments of all Lenders, as set
forth on Schedule C-1; provided, however, that, in each
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case, in the event that all Commitments have been terminated Pro Rata Share
shall be determined according to the principal amount of the Obligations then
outstanding.
Term Loan C - the Loan described in Section 1.2.3 of the
Agreement.
Term Loan C Commitment - for each Lender, the obligation of
such Lender to fund Term Loan C, in an aggregate amount with respect to each
such Lender equal to the amount set forth opposite the name of such Lender under
Term Loan C Commitment on Schedule C-1.
Term Loan Lenders - individually and collectively, the Lenders
with a Term Loan A Commitment greater than zero (or, if the aggregate Term Loan
A Commitments of all Lenders have been terminated or reduced to zero, the
Lenders that hold a portion of Term Loan A), a Term Loan B Commitment greater
than zero (or, if the aggregate Term Loan B Commitments of all Lenders have been
terminated or reduced to zero, the Lenders that hold a portion of Term Loan B),
or a Term Loan C Commitment greater than zero (or, if the aggregate Term Loan C
Commitments of all Lenders have been terminated or reduced to zero, the Lenders
that hold a portion of Term Loan C).
Term Loans - individually and collectively, Term Loan A, Term
Loan B, and Term Loan C.
Term Note C - individually and collectively, the Secured
Promissory Notes executed and delivered by Borrower on or before the Fourth
Amendment Effective Date in favor of each Lender with a Term Loan C Commitment
to evidence Term Loan C, each in the form of Exhibit T-3 attached to the Fourth
Amendment.
Term Notes - individually and collectively, Term Note A, Term
Note B, and Term Note C.
Total Credit Facility - subject to Section 1.3, $79,000,000.
(i) Section 3.9 of the Loan Agreement hereby is amended and restated in
its entirety as follows:
"3.9 Pro Rata Treatment. Except to the extent otherwise
provided in this Agreement: (a) (I) the making and conversion of
Revolving Credit Loans shall be made pro rata among the Revolving
Credit Lenders according to the amounts of their respective Revolving
Credit Commitments or their respective Revolving Credit Loans, and (ii)
the making and conversion of Term Loans shall be made pro rata among
the Term Loan Lenders according to the amounts of their respective Term
Loan A Commitments, Term Loan B Commitments, and Term Loan C
Commitments or their respective Term Loans; and (b) each payment on
account of any Obligations to or for the account of one or more members
of the Lender Group in respect of any Obligations due on a particular
day shall be allocated among the members of the Lender Group entitled
to such payments pro rata in accordance with the respective
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amounts due and payable to such members of the Lender Group on such day
and shall be distributed accordingly."
(j) Schedule C-1 hereby is amended and restated in its entirety in the
form of Schedule C-1 attached hereto.
3. REPRESENTATIONS AND WARRANTIES. The Obligors hereby represent and
warrant to the Lender Group that:
(a) The execution, delivery, and performance of this Amendment are
within its corporate powers, have been duly authorized by all necessary
corporate action, and are not in contravention of any law, rule, regulation, or
any order, judgment, decree, writ, injunction, or award of any arbitrator,
court, or governmental authority, or of the terms of its governing documents, or
of any contract or undertaking to which it is a party or by which any of its
properties may be bound or affected if the result thereof is reasonably likely
to result in a Material Adverse Change;
(b) This Amendment constitute the Obligors' legal, valid, and binding
obligations, enforceable against the Obligors in accordance with its terms;
(c) There is no litigation or proceeding pending or threatened against
or affecting the Obligors, their business, operations, or properties that
reasonably could be expected to have a Material Adverse Change;
(d) No written information, certification, or report submitted to the
Lender Group by the Obligors pursuant to this Amendment contains any material
misstatement of fact or omits to state a material fact or any fact necessary to
make the information not false or misleading in any material respect;
(e) The reaffirmation and consent of QTI attached hereto as Exhibit A
constitutes QTI's legal, valid, and binding obligations, enforceable against QTI
in accordance with its terms;
(f) The reaffirmation and consent of QTI attached hereto as Exhibit A
has been duly executed and delivered by QTI;
(g) The reaffirmation and consent of QFC attached hereto as Exhibit B
constitutes QFC's legal, valid, and binding obligations, enforceable against QFC
in accordance with its terms; and
(h) The reaffirmation and consent of QFC attached hereto as Exhibit B
has been duly executed and delivered by QFC.
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4. CONDITIONS PRECEDENT TO AMENDMENT. The satisfaction of each of the
following unless waived or deferred by Administrative Agent, Collateral Agent,
and the Lenders in their sole discretion, shall constitute conditions precedent
to the effectiveness of this Amendment and each and every provision hereof:
(a) Collateral Agent shall have received each of the following
documents duly executed, and each such document shall be in full force and
effect:
(i) this Amendment;
(ii) Term Note C;
(iii) all other documents as may be required by Collateral
Agent in connection with the transactions
contemplated by this Amendment.
(b) The representations and warranties in the Loan Agreement as amended
by this Amendment, and the other Loan Documents shall be true and correct in all
respects on and as of the date hereof, as though made on such date (except to
the extent that such representations and warranties relate solely to an earlier
date).
(c) No injunction, writ, restraining order, or other order of any
nature prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
governmental authority against the Obligors or the Lender Group.
(d) No Default or Event of Default shall have occurred and be
continuing on the date hereof, nor shall result from the consummation of the
transactions contemplated herein.
(e) Collateral Agent shall have received the reaffirmation and consent
of QTI attached hereto as Exhibit A, duly executed and delivered by an
authorized official of QTI.
(f) Collateral Agent shall have received the reaffirmation and consent
of QFC attached hereto as Exhibit B, duly executed and delivered by an
authorized official of QFC.
5. CONSTRUCTION. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to its
conflicts-of-laws principles (other than any provisions thereof validating the
choice of the laws of the State of New York as the governing law).
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6. ENTIRE AMENDMENT. This Amendment, and terms and provisions hereof,
constitute the entire agreement among the parties pertaining to the subject
matter hereof and supersedes any and all prior or contemporaneous amendments
relating to the subject matter hereof. Except as expressly amended hereby, the
Loan Agreement and other Loan Documents shall remain unchanged and in full force
and effect. To the extent any terms or provisions of this Amendment conflict
with those of the Loan Agreement or other Loan Documents, the terms and
provisions of this Amendment shall control. This Amendment is a Loan Document.
7. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this Amendment
by signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.
8. AMENDMENTS. This Amendment cannot be altered, amended, changed or
modified in any respect or particular unless each such alteration, amendment,
change or modification shall have been agreed to by each of the parties and
reduced to writing in its entirety and signed and delivered by each party.
9. MISCELLANEOUS.
(a) Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of
like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.
(b) Upon the effectiveness of this Amendment, each reference in the
Loan Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or
words of like import referring to the Loan Agreement shall mean and refer to the
Loan Agreement as amended by this Amendment.
(c) Upon the effectiveness of this Amendment, each reference in the
Loan Documents to Schedule C-1 shall mean and refer to Schedule C-1 attached
hereto.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered as of the date first written above.
QUESTRON TECHNOLOGY, INC., a Delaware
corporation
QUESTRON DISTRIBUTION LOGISTICS, INC., a
Delaware corporation
INTEGRATED MATERIAL SYSTEMS, INC., an
Arizona corporation
POWER COMPONENTS, INC., a Pennsylvania
corporation
CALIFORNIA FASTENERS, INC., a California
corporation
COMP XXXX, INC., a Delaware corporation
FAS-TRONICS, INC., a Texas corporation
FORTUNE INDUSTRIES, INC., a Texas
corporation
QUESTRON OPERATING COMPANY, INC., a Delaware
corporation
QUESTRON FINANCE CORP., a Delaware
corporation
ACTION THREADED PRODUCTS, INC., an Illinois
corporation
ACTION THREADED PRODUCTS OF GEORGIA, INC., a
Georgia corporation
ACTION THREADED PRODUCTS OF MINNESOTA, INC.,
a Minnesota corporation
CAPITAL FASTENERS, INC., a North Carolina
corporation
B&G SUPPLY COMPANY, INC., a Texas
corporation
R.S.D. SALES CO., INC., a New York
corporation
By
--------------------------------------
Name
------------------------------------
Title Responsible Officer for each
of the above-listed Obligors
[signature pages continue]
S-1
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ABLECO FINANCE LLC, a Delaware limited
liability company, as Collateral Agent and a
Lender
By:
--------------------------------------
Title:
-----------------------------------
A2 FUNDING LP, as a Lender
By: A2 FUND MANAGEMENT LLC,
its General Partner
By:
--------------------------------------
Title:
-----------------------------------
[signature pages continue]
S-2
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CONGRESS FINANCIAL CORPORATION (FLORIDA), a
Florida corporation, as Administrative Agent
and a Lender
By:
--------------------------------------
Title:
-----------------------------------
[signature pages continue]
X-0
00
XXX ING-2 LLC, a Delaware limited liability
company, as a Lender
By:
--------------------------------------
Title:
-----------------------------------
KZH ING-3 LLC, a Delaware limited liability
company, as a Lender
By:
--------------------------------------
Title:
-----------------------------------
THE ING CAPITAL SENIOR SECURED HIGH INCOME
FUND, L.P., as a Lender
By: ING Capital Advisors, Inc., as
Investment Advisor
By__________________________
Its Authorized Signatory
[signature pages continue]
S-4
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
as a Lender
By: Xxxxx X. Xxxxxx & Company, Incorporated,
as Investment Adviser
By:
--------------------------------------
Its:
SIMSBURY CLO LIMITED, as a Lender
By: Xxxxx X. Xxxxxx & Company, Incorporated
under delegated authority from
Massachusetts Mutual Life Insurance
Company, as Collateral Manager
By:
--------------------------------------
Title:
S-5
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EXHIBIT A
REAFFIRMATION AND CONSENT
All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in that certain Amendment Number Four
to Amended and Restated Loan and Security Agreement, dated as of October 19,
2000 (the "Amendment"). The undersigned hereby (a) represents and warrants to
the Lender Group that the execution, delivery, and performance of this
Reaffirmation and Consent are within its corporate powers, have been duly
authorized by all necessary corporate action, and are not in contravention of
any law, rule, or regulation, or any order, judgment, decree, writ, injunction,
or award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any material contract or undertaking to which it is
a party or by which any of its properties may be bound or affected; (b) consents
to the amendment of the Loan Agreement by the Amendment; (c) acknowledges and
reaffirms its obligations owing to the Lender Group under the QTI Guaranty and
any other Loan Documents to which it is a party; and (d) agrees that each of the
QTI Guaranty and any other Loan Documents to which it is a party is and shall
remain in full force and effect in accordance with the terms thereof. Although
the undersigned has been informed of the matters set forth herein and has
acknowledged and agreed to same, it understands that the Lender Group has no
obligations to inform it of such matters in the future or to seek its
acknowledgement or agreement to future amendments, and nothing herein shall
create such a duty. Delivery of an executed counterpart of this Reaffirmation
and Consent by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Reaffirmation and Consent. Any party
delivering an executed counterpart of this Reaffirmation and Consent by
telefacsimile also shall deliver an original executed counterpart of this
Reaffirmation and Consent but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed
by the laws of the State of New York, as more fully set forth in Section 20 of
the QTI Guaranty.
QUESTRON TECHNOLOGY, INC.,
a Delaware corporation
By:________________________
Title:
A-1
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EXHIBIT B
REAFFIRMATION AND CONSENT
All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in that certain Amendment Number Four
to Amended and Restated Loan and Security Agreement, dated as of October 19,
2000 (the "Amendment"). The undersigned hereby (a) represents and warrants to
the Lender Group that the execution, delivery, and performance of this
Reaffirmation and Consent are within its corporate powers, have been duly
authorized by all necessary corporate action, and are not in contravention of
any law, rule, or regulation, or any order, judgment, decree, writ, injunction,
or award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any material contract or undertaking to which it is
a party or by which any of its properties may be bound or affected; (b) consents
to the amendment of the Loan Agreement by the Amendment; (c) acknowledges and
reaffirms its obligations owing to the Lender Group under the QFC Guaranty and
any other Loan Documents to which it is a party; and (d) agrees that each of the
QFC Guaranty and any other Loan Documents to which it is a party is and shall
remain in full force and effect in accordance with the terms thereof. Although
the undersigned has been informed of the matters set forth herein and has
acknowledged and agreed to same, it understands that the Lender Group has no
obligations to inform it of such matters in the future or to seek its
acknowledgement or agreement to future amendments, and nothing herein shall
create such a duty. Delivery of an executed counterpart of this Reaffirmation
and Consent by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Reaffirmation and Consent. Any party
delivering an executed counterpart of this Reaffirmation and Consent by
telefacsimile also shall deliver an original executed counterpart of this
Reaffirmation and Consent but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed
by the laws of the State of New York, as more fully set forth in Section 20 of
the QFC Guaranty.
QUESTRON FINANCE CORP.,
a Delaware corporation
By:________________________
Title:
A-1
18
SCHEDULE C-1 [(COMMITMENTS)]
===============================================================================================================================
Pro Rata Share Pro Rata Share
Revolving (Revolving Letter of (Letter of Pro Rata Share
Credit Credit Credit Sub- Credit Sub- Term Loan A (Term Loan A Term Loan B
Lender Commitments Commitments) Commitments Commitments) Commitments Commitments) Commitments
===============================================================================================================================
Congress $22,500,000 100.00% ($2,500,000) 100.00% - 0 - - 0 - % - 0 -
Financial
Corporation
(Florida)
-------------------------------------------------------------------------------------------------------------------------------
Ableco Finance - 0 - - 0 -% (- 0 -) - 0 - % $8,000,000 32.00% $11,250,000
LLC
-------------------------------------------------------------------------------------------------------------------------------
A2 Funding LP -0- -0-% (-0-) -0-% $-0- -0-% $11,250,000
-------------------------------------------------------------------------------------------------------------------------------
Massachusetts -0- -0-% (-0-) -0-% $2,500,000 10.00% $2,500,000
Mutual Life
Insurance
Company
-------------------------------------------------------------------------------------------------------------------------------
Simsbury CLO -0- -0-% (-0-) -0-% $2,500,000 10.00% $2,500,000
-------------------------------------------------------------------------------------------------------------------------------
KZH ING-2 LLC -0- -0-% (-0-) -0-% $7,000,000 28.00% -0-
-------------------------------------------------------------------------------------------------------------------------------
KZH ING-3 LLC -0- -0-% (-0-) -0-% $2,500,000 10.00% -0-
-------------------------------------------------------------------------------------------------------------------------------
The ING Capital -0- -0-% (-0-) -0-% $2,500,000 10.00% -0-
Senior Secured
High Income
Fund, L.P.
-------------------------------------------------------------------------------------------------------------------------------
All Lenders $22,500,000 100.00% ($2,500,000) 100.00% $25,000,000 100.00% $27,500,000
-------------------------------------------------------------------------------------------------------------------------------
====================================================================================================
Pro Rata Share Pro Rata Share Pro Rata Share
(Term Loan B Term Loan C (Term Loan C Total (Total
Lender Commitments) Commitments Commitments) Commitments Commitments)
====================================================================================================
Congress - 0 - % -0- - 0 - % $22,500,000 28.48%
Financial
Corporation
(Florida)
----------------------------------------------------------------------------------------------------
Ableco Finance 40.91% $4,000,000 100% $23,250,000 29.43%
LLC
----------------------------------------------------------------------------------------------------
A2 Funding LP 40.91% -0- - 0 - % $11,250,000 14.24%
----------------------------------------------------------------------------------------------------
Massachusetts 9.09% -0- - 0 - % $5,000,000 6.33%
Mutual Life
Insurance
Company
----------------------------------------------------------------------------------------------------
Simsbury CLO 9.09% -0- - 0 - % $5,000,000 6.33%
----------------------------------------------------------------------------------------------------
KZH ING-2 LLC -0-% -0- - 0 - % $7,000,000 8.86%
----------------------------------------------------------------------------------------------------
KZH ING-3 LLC -0-% -0- - 0 - % $2,500,000 3.16%
----------------------------------------------------------------------------------------------------
The ING Capital -0-% -0- - 0 - % $2,500,000 3.16%
Senior Secured
High Income
Fund, L.P.
----------------------------------------------------------------------------------------------------
All Lenders 100.00% $4,000,000 - 0 - % $79,000,000 100.00%
----------------------------------------------------------------------------------------------------
19
EXHIBIT T-3
SECURED PROMISSORY NOTE
$4,000,000 October 19, 2000
Term Note C
FOR VALUE RECEIVED, the undersigned (hereinafter "Borrower"), jointly
and severally, hereby promises to pay to the order of Ableco Finance LLC, a
Delaware limited liability company (hereinafter "Lender"), such payment to be
made to Administrative Agent for the account of Lender, in such coin or currency
of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, the principal sum of
$4,000,000, together with interest from and after the date hereof:
Interest shall accrue on the unpaid principal balance outstanding of
the Term Loan C evidenced by this Note at the greater of (y) 12.00% per annum,
and (z) a fluctuating rate per annum equal to the Base Rate plus 2.50%. The rate
of interest set forth in the foregoing clause (z) shall increase or decrease by
an amount equal to any increase or decrease in the Base Rate, effective as of
the opening of business on the day that any such change in the Base Rate occurs.
This Secured Promissory Note (the "Note") is one of a series of the
Term Notes C referred to in, and is issued pursuant to, that certain Amended and
Restated Loan and Security Agreement among Borrower, Lender, certain other
financial institutions party thereto, Congress Financial Corporation (Florida),
as Administrative Agent thereunder, and Ableco Finance LLC, a Delaware limited
liability company, as Collateral Agent thereunder, dated as of June 29, 1999
(hereinafter, as amended from time to time, the "Loan Agreement"), and is
entitled to all of the benefits and security of the Loan Agreement. All of the
terms, covenants and conditions of the Loan Agreement and the other Loan
Documents are hereby made a part of this Note and are deemed incorporated herein
in full. All capitalized terms used herein, unless otherwise specifically
defined in this Note, shall have the meanings ascribed to them in the Loan
Agreement.
All interest shall be computed in the manner provided in Section 2 of
the Loan Agreement. Upon the occurrence and during the continuation of an Event
of Default, the interest rate provided herein shall be increased in accordance
with the provisions of Section 2.1.2 of the Loan Agreement.
For so long as no Event of Default shall have occurred and be
continuing the principal amount and accrued interest of this Note shall be due
and payable on the dates and in the manner hereinafter set forth:
20
(a) Interest shall be due and payable monthly, in arrears, on
the first day of each month, commencing on November 1, 2000, and
continuing until such time as the full principal balance hereof,
together with all other amounts owing hereunder, shall have been paid
in full; and
(b) The entire remaining principal amount hereof then
outstanding, together with any and all other amounts due hereunder,
shall be due and payable on September 30, 2003.
Notwithstanding the foregoing, the entire unpaid principal balance hereof and
accrued interest thereon shall be due and payable immediately upon any
termination of the Loan Agreement pursuant to Section 4 thereof.
This Note shall be subject to mandatory prepayment in accordance with
the provisions of Section 3.3 of the Loan Agreement. Borrower may also terminate
the Loan Agreement and, in connection with such termination, prepay this Note in
the manner provided in Section 4 of the Loan Agreement.
Upon the occurrence and during the continuance of an Event of Default,
Lender shall have all of the rights and remedies set forth in Section 10 of the
Loan Agreement.
Time is of the essence of this Note. To the fullest extent permitted by
applicable law, Borrower, for itself and its legal representatives, successors
and assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption or insolvency laws.
Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Lender in the exercise of any
right or remedy hereunder shall operate as a waiver thereof, nor as an
acquiescence in any default, nor shall any single or partial exercise by Lender
of any right or remedy preclude any other right or remedy. Lender, at its
option, may enforce its rights against any collateral securing this Note without
enforcing its rights against Borrower or any other property or indebtedness due
or to become due to Borrower. Borrower agrees that, without releasing or
impairing Borrower's liability hereunder, Lender (or its agent) may at any time
release, surrender, substitute or exchange any collateral securing this Note and
may at any time release any party primarily or secondarily liable for the
indebtedness evidenced by this Note.
Each Person composing Borrower hereby waives any defenses such Person
might have based upon suretyship or impairment of collateral, such waiver being
intended as a waiver contemplated by Section 3-605 of the Code.
[Signature page follows]
2.
21
This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, this Note has been duly executed and delivered on
the day and the year specified at the beginning of this Agreement.
QUESTRON DISTRIBUTION LOGISTICS, INC.,
a Delaware corporation
By________________________________
Title_____________________________
INTEGRATED MATERIAL SYSTEMS, INC.,
an Arizona corporation
By________________________________
Title_____________________________
POWER COMPONENTS, INC.,
a Pennsylvania corporation
By________________________________
Title_____________________________
CALIFORNIA FASTENERS, INC.,
a California corporation
By________________________________
Title_____________________________
[signature page continues]
22
COMP XXXX, INC., a Delaware corporation
doing business as Xxxx Distribution
By________________________________
Title_____________________________
FAS-TRONICS, INC.,
a Texas corporation
By________________________________
Title_____________________________
FORTUNE INDUSTRIES, INC.,
a Texas corporation
By________________________________
Title_____________________________
QUESTRON OPERATING COMPANY, INC.,
a Delaware corporation
By________________________________
Title_____________________________
ACTION THREADED PRODUCTS, INC.,
an Illinois corporation
By________________________________
Title_____________________________
[signature page continues]
2.
23
ACTION THREADED PRODUCTS OF GEORGIA, INC.,
a Georgia corporation
By________________________________
Title_____________________________
ACTION THREADED PRODUCTS OF MINNESOTA, INC.,
a Minnesota corporation
By________________________________
Title_____________________________
CAPITAL FASTENERS, INC.,
a North Carolina corporation
By________________________________
Title_____________________________
B&G SUPPLY COMPANY, INC.,
a Texas corporation
By________________________________
Title_____________________________
R.S.D. SALES CO., INC.,
a New York corporation
By________________________________
Title_____________________________
3.
