EXHIBIT 10.16
AMENDMENT NO. 3
TO
LOAN AND SECURITY AGREEMENT
Amendment No. 3 dated as of April 24, 2001 to Loan and Security
Agreement originally dated as of December 28, 1999 among IEC ELECTRONICS CORP.
("IEC") 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 and 2 thereto dated as of
March 30, 2000 and December 1, 2000, 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 advised the Agent and the Lenders of its intention to
close IEC's Texas operation, sell all of IEC's Texas facilities and repay the
Term Loan to the extent of the net proceeds of such sale, and has requested that
Agent and the Lenders amend certain financial covenants in the Agreement. In
response to Debtor's request and subject to all of the terms and conditions set
forth herein, the Agent and the Lenders are willing to make amendments to the
Agreement as 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 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 $31,250 in consideration of the agreements herein.
2. Debtor shall have executed, and shall have caused IEC-Mexico and
IEC-FSC to have executed, this Agreement, and four executed duplicate originals
thereof shall have been delivered to Agent.
3. There shall have occurred no material adverse change in Debtor's
audited financial statements from the last statements delivered to Lenders.
4. Receipt by Agent and the Lenders of satisfactory evidence of the
approval by IEC's Board of Directors of a plan to terminate IEC's Texas
operations by June 30, 2001; (ii) promptly thereafter close, and dispose of,
IEC's Texas facilities and (iii) apply the net proceeds thereof to prepay
installments of the Term Notes in inverse order of their maturity.
-1-
Page 45 of 60
B. Amendments. Debtor and Secured Party 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 27 of the Schedule to the Agreement is hereby deleted in
its entirety and replaced with the following new text:
'27. Permitted Capital Expenditures (ss. 10.11)
Combined for IEC and Consolidated Subsidiaries:
Fiscal year ended September 2001: $6,000,000
Fiscal year ended September 2002: $6,500,000.'
2. 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)
6/30/01 - 8/31/01 $23,700
9/30/01 - 11/30/01 $26,100
12/31/01 - 2/28/02 $26,100
3/31/02 - 5/31/02 x + $ 300,
6/30/02 - 8/30/02 x + $ 500,
9/30/02 x + $ 700.'
'x' means an amount equal to
Debtor's actual consolidated
Tangible Net Worth as of the end of
the Debtor's then most recently
completed fiscal year.'
3. 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
-2-
Page 46 of 60
no greater than the ratio set forth below for each
fiscal month during the time periods set forth below:
Time Period(s) Ratio
6/30/01 - 8/31/01 2.35 to 1.0
9/30/01 - 11/30/01 2.25 to 1.0
12/31/01 through 9/30/02
and monthly thereafter 2.00 to 1.0.'
4. Item 30(e) of the Schedule to the Agreement is hereby deleted in
its entirety and replaced with the following new text:
'(e) Minimum Cash Flow Coverage Ratio: Debtor shall maintain a
ratio of consolidated Net Income Before Taxes less cash
income taxes paid plus consolidated depreciation and
amortization expenses for the fiscal year then ended to
the amount of Debtor's non- financed consolidated capital
expenditures for such fiscal year plus principal payments
made on long-term debt for such fiscal year excluding the
amount of any prepayments during such fiscal year
resulting from the sale of assets, plus capitalized lease
payments during such fiscal year as set forth below:
Ratio Date
1.50 to 1.0 9/30/02'
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 R.L. de C.V. and IEC Electronics Foreign
Sales Corporation, by their execution hereof, 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.
-3-
Page 47 of 60
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 and Guarantor
By:________________________________ By:__________________________
Richard L. Weiss, Vice President Douglas D. Smith
and Chief Financial Officer Vice President (6964)
GENERAL ELECTRIC CAPITAL HSBC BANK USA, as a Lender
CORPORATION, as a Lender
By:______________________________ By:__________________________
Name:____________________________ Douglas D. Smith
Duly Authorized Signatory Vice President (6964)
CONSENTED TO AND AGREED AS OF THIS 24TH DAY OF APRIL, 2001.
IEC ELECTRONICOS, S. de R.L. de C.V. IEC ELECTRONICS FOREIGN SALES
as Guarantor CORPORATION, as Guarantor
By:________________________________ By:________________________________
Lawrence W. Swol, Chairman Richard L. Weiss, Vice President
and Chief Financial Officer
BFLO Doc # 1089117.3
-4-
Page 48 of 60