EXHIBIT 10.1
AMENDMENT NO. 5
TO
LOAN AND SECURITY AGREEMENT
Amendment No. 5 dated as of February 15, 2002 ("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, 3 and 4 thereto dated as
of March 30, 2000, December 1, 2000, April 24, 2001 and December 21, 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 extending the term
of the Agreement through February 28, 2002 from the present expiration date of
February 15, 2002.
3. Subject to all of the terms and conditions set forth herein, the Agent
and the Lenders are willing to so extend the Agreement 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 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.
2. Debtor's agreement, evidenced by Debtor's signature on this
Agreement, that: (i) the Agent and the Lenders may hire a consultant
satisfactory to them and familiar with the industry in which Debtor conducts its
business to review Debtor's business and business plan and report thereon to
Agent and the Lenders; (ii) to cooperate with such consultant in such review and
permit the consultant to access Debtor's place of business and its books and
records in order to complete such review and report; and (iii) to reimburse the
Agent upon demand for the cost and expenses of such consultant.
B. 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 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 28, 2002
Renewal Term: NONE"
C. 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.
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D. 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:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxx
________________________________ _________________________________
Xxxxxxx X. Xxxxx, Vice President Xxxxxxx X. Xxxxxx
and Chief Financial Officer First Vice President
GENERAL ELECTRIC CAPITAL HSBC BANK USA, as a Lender
CORPORATION, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
________________________________ ________________________________
Name: Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Duly Authorized Signatory First Vice President
CONSENTED TO AND AGREED AS OF THIS 15th DAY OF FEBRUARY, 2002.
IEC ELECTRONICOS, S. de X.X. de C.V. IEC ELECTRONICS FOREIGN SALES
as Guarantor CORPORATION, as Guarantor
By: /s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxx
________________________________ ________________________________
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Vice President
Director (Title) and Chief Financial Officer
BFLO Doc. No. 1171796 v2.doc
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