EXHIBIT 10.18
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is entered into as of the 14th day of July, 2005 by and among the banks that are
or may from time to time become parties hereto (individually a "Bank" and
collectively, the "Banks"), LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (in its individual capacity, "LaSalle"), as agent ("Agent")
for the Banks, and each of SIGMATRON INTERNATIONAL, INC., a Delaware corporation
("Sigmatron") and ABLE ELECTRONICS CORPORATION, a California corporation ("Able
Electronics", and collectively with Sigmatron, the "Borrowers"), jointly and
severally.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Agent, the Banks and Sigmatron are parties to that certain
Loan and Security Agreement dated as of August 25, 1999, as amended by that
certain Amendment to Loan and Security Agreement dated as of August 31, 2000,
that certain Forbearance Agreement and Second Amendment to Loan and Security
Agreement dated as of February 1, 2001, that certain Forbearance Agreement and
Third Amendment to Loan and Security Agreement dated as of May 31, 2001, that
certain Forbearance Agreement and Fourth Amendment to Loan and Security
Agreement dated as of July 31, 2001, that certain Fifth Amendment to Loan and
Security Agreement dated as of November 30, 2001, that certain Sixth Amendment
to Loan and Security Agreement dated as of April 22, 2002, that certain Seventh
Amendment to Loan and Security Agreement dated as of October 16, 2002, that
certain Eighth Amendment to Loan and Security Agreement dated as of February 19,
2004 and that certain Ninth Amendment to Loan and Security Agreement dated as of
March 11, 2005 (the Original Agreement and all of the foregoing amendments are
collectively referred to as the "Agreement"); and
WHEREAS, Sigmatron and the Banks have agreed to further amend the
Agreement to, among other items, (i) extend the maturity date and increase the
principal amount of the Revolving Credit Commitment (as defined in the
Agreement), (ii) modify certain interest rate provisions and financial
covenants, (iii) add a new $3,000,000 term loan, all in accordance with the
terms and conditions of this Amendment and (iv) add Able Electronics as a
Borrower under the Agreement.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:
1. Incorporation of the Agreement. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the Agreement,
and the Agreement, to the extent not inconsistent with this Amendment, is
incorporated herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the amendments set forth in Paragraph 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and its provisions
shall be binding on the parties hereto.
2. Amendment of the Agreement.
(a) The definition of the terms "Loans", "Maturity Date", "Notes"
and "Revolving Note" appearing in Paragraph 1.1 of the Agreement are hereby
amended and restated to read as follows:
"Loans" shall mean, collectively, all Revolving Loans, the Term Loan
(whether Base Rate Loans or LIBOR Loans) and all Letter of Credit
Obligations, under and pursuant to this Agreement.
"Maturity Date" means (i) June 30, 2008 with respect to all
Revolving Loans and (ii) June 30, 2009 with respect to the Term Loan.
"Notes" means collectively, the Revolving Note and the Term Note.
"Revolving Note" means that certain Substitute Revolving Note dated
as of July __, 2005 payable jointly and severally by Borrowers to
LaSalle Bank National Association in the maximum principal amount of
$17,000,000, as may be amended, modified, substituted or restated from
time to time, together with all renewals and exchanges therefore.
(b) The definitions of the terms "Purchase", "Purchase Agreement",
"Term Loan", "Term Loan Commitment" and "Term Note" are hereby added to the
Agreement in Paragraph 1.1 to read as follows:
"Purchase" means the purchase of substantially all of the stock of
Able Electronics by Sigmatron in accordance with the terms of the
Purchase Agreement.
"Purchase Agreement" means that certain Stock Purchase Agreement
dated as of July 1, 2005 by and among Sigmatron, Able Electronics and
the shareholders of Able Electronics.
"Term Loan" shall have the meaning specified in Paragraph 2.2(a)
herein.
"Term Loan Commitment" means Three Million Dollars ($3,000,000).
"Term Note" means that certain Term Note dated as of July __, 2005
in the original principal amount of THREE MILLION DOLLARS ($3,000,000)
payable jointly and severally by Borrowers to LaSalle Bank National
Association, as the same may be amended, modified or supplemented from
time to time, and together with any renewals or exchanges or
substitutions therefor.
(c) Paragraph 2.1 of the Agreement is hereby amended by deleting the
words "Thirteen Million Dollars ($13,000,000)" appearing in the fifth and sixth
lines of such paragraph and replacing them with the words "Seventeen Million
Dollars ($17,000,000)" in their place and stead.
2
(d) Paragraph 2.2 of the Agreement is hereby amended and restated to
read in its entirety as follows:
2.2 Term Loan Commitment.
(a) Term Loan. Subject to the terms and conditions of this Agreement
and the Other Agreements, and in reliance upon the representations and
warranties of the Borrowers set forth herein and in the Other
Agreements, the Banks agree to make a term loan to Borrowers, jointly
and severally, in an amount equal to the Term Loan Commitment (the
"Term Loan"). The Term Loan shall be available to Borrowers in a single
principal advance and may not be reborrowed. The Term Loan shall be
used by Borrowers for consummation of the Purchase and for working
capital. The Term Loan may be prepaid in whole or in part at any time
without penalty, subject to Paragraph 4.7, but shall be due in full on
the Maturity Date, unless the credit extended under the Term Loan is
otherwise terminated or extended as provided in this Agreement.
(b) Term Loan Interest and Payments. Accrued and unpaid interest on
that portion of the principal balance of the Term Loan outstanding from
time to time which is a Base Rate Loan, shall be due and payable
monthly, in arrears, commencing on July 31, 2005 and continuing on the
last day of each calendar month thereafter, and on the Maturity Date.
Accrued and unpaid interest on those portions of the principal balance
of the Term Loan outstanding from time to time which are LIBOR Loans
shall be payable on the last Business Day of each Interest Period,
commencing on the first such date to occur after the date hereof, on
the date of any principal repayment of a LIBOR Loan and on the Maturity
Date. Any amount of principal or interest on the Term Loan which is not
paid when due, whether at stated maturity, by acceleration or
otherwise, shall bear interest payable on demand at the Default Rate.
(c) Term Loan Interest and Principal Payments. The outstanding
principal balance of the Term Loan shall be repaid in equal quarterly
principal installments each in the amount of Two Hundred Fifty Thousand
and 00/100 Dollars ($250,000), together with an additional amount
representing accrued and unpaid interest on the principal amount of the
Term Loan outstanding as set forth above, beginning on June 30, 2006,
and continuing on the last day of each quarter thereafter, with a final
payment of all outstanding principal and accrued interest due on the
Maturity Date. Principal amounts repaid on the Term Note may not be
borrowed again. If upon the expiration of any Interest Period
applicable to LIBOR Loans, the Borrowers have failed to timely select a
new Interest Period to be applicable to such LIBOR Loans, the Borrowers
shall be deemed to have elected to convert such LIBOR Loans into Base
Rate Loans effective on the last day of such Interest Period.
(d) Term Loan Principal Prepayments. Provided that no Event of
Default then exists under this Agreement or the Loans, the Borrowers
may
3
voluntarily prepay the principal balance of the Term Loan, in whole or
in part at any time on or after the date hereof.
(e) Paragraph 3.2 is hereby amended and restated to read as follows:
3.2 Term Note. The Term Loan made by the Banks under the Term Loan
Commitment shall be evidenced by a Term Note substantially in the form
set forth in Exhibit C, with appropriate insertions, dated the date
hereof (or on or before the date of disbursement), payable to the order
of the applicable Bank. The unpaid principal amount of the Term Note
shall bear interest and be due and payable as provided in this
Agreement and the Term Note. Payments to be made by the Borrowers under
the Term Note shall be made at the time, in the amounts and upon the
terms set forth herein and therein.
(f) Paragraph 4.1(a) of the Agreement is hereby amended and restated
to read as follows:
(a) The unpaid principal amount of each Revolving Loan and each
portion of the Term Loan that is a Base Rate Loan shall bear interest
from the date of such Loan until maturity (whether by acceleration or
otherwise) at a rate per annum which shall at all times be the Base
Rate in effect from time to time, plus the Base Rate Margin, in each
case with such interest payable in accordance with Paragraph 4.1(d)
below.
(g) Paragraph 11(a) of the Agreement is hereby amended by adding the
following sentence as the first sentence thereof:
(a) Able Electronics is a corporation, duly organized, validly
existing and in good standing the State of California its state
organizational identification number is C2179755 and Able Electronics
is duly qualified and in good standing in all states where the nature
and extent of the business transacted by it or the ownership of its
assets makes such qualification necessary.
(h) Paragraphs 11.2(f)(iv), (v) and (vi) of the Agreement are hereby
amended and restated to read as follows:
(iv) Maintain a Leverage Ratio, at all times, of not more than
1.75:1.00.
(v) Not permit the aggregate amount of Capital Expenditures to
exceed $7,250,000 in any fiscal year (excluding any Capital
Expenditures associated with Sigmatron's plant located in China).
(vi) Maintain EBITDA of not less than $6,000,000 measured quarterly
on a rolling twelve month basis.
4
(i) A new Paragraph 11.2(j) is hereby added to the Agreement to read
in its entirety as follows:
(j) Patriot Act, Bank Secrecy Act and Office of Foreign Assets
Control. As required by federal law and the Agent's and each Bank's
policies and practices, the Agent and each Bank may need to obtain,
verify and record certain customer identification information and
documentation in connection with opening or maintaining accounts, or
establishing or continuing to provide services and each Borrower agrees
to provide such information. In addition, and without limiting the
foregoing sentence, the Borrowers shall (a) ensure, and cause each
Subsidiary which is not a Borrower to ensure, that no Person who owns a
controlling interest in or otherwise controls any Borrower or any
Subsidiary which is not a Borrower is or shall be listed on the
Specially Designated Nationals and Blocked Person List or other similar
lists maintained by the Office of Foreign Assets Control ("OFAC"), the
Department of the Treasury or included in any Executive Orders, (b) not
use or permit the use of the proceeds of the Loans to violate any of
the foreign asset control regulations of OFAC or any enabling statute
or Executive Order relating thereto, and (c) comply, and cause each
Subsidiary which is not a Borrower to comply, with all applicable Bank
Secrecy Act ("BSA") laws and regulations, as amended.
(j) A new Paragraph 11.2(k) is hereby added to the Agreement to read
in its entirety as follows:
(k) Cause all bank accounts of Able Electronics Corporation with
Comerica Bank to be closed and the deposits therein moved to LaSalle
Bank within 180 days of the date hereof. Further, Borrowers shall limit
all deposits with Comerica Bank to no more than $2,000,000 during such
180 day period.
(k) New Paragraphs 13.24, 13.25 and 13.26 are hereby added to the
Agreement to read as follows:
13.24 Reimbursement Among Borrowers. To the extent that any Borrower
shall be required to pay any portion of Borrowers' Liabilities which
shall exceed the amount of loans, advances or other extensions of
credit received by any such Borrower and all interest, costs, fees and
expenses attributable to such loans, advances or other extensions of
credit, then such Borrower shall be reimbursed by the other Borrower
for the amount of such excess pro rata, based on their respective net
worths as of the date hereof. This Paragraph 13.24 is intended only to
define the relative rights of the Borrowers among the Borrowers and
nothing set forth in this Paragraph 13.24 is intended to or shall
impair the obligations of Borrowers, jointly and severally, to pay
Borrowers' Liabilities to Agent as and when the same shall become due
and payable in accordance with the terms hereof.
13.25 Guaranty. The effect of the joint and several obligations of
Borrowers hereunder is that each Borrower hereby unconditionally and
absolutely
5
guarantees to the Agent, irrespective of the validity, regularity or
enforceability of this Agreement or any Other Agreement, the full and
prompt payment in full to the Banks at maturity of all Borrowers'
Liabilities. The guaranty set forth in this Paragraph 13.25 shall in
all respects be continuing, absolute and unconditional, and shall
remain in full force and effect until the Borrowers' Liabilities have
been fully repaid. The guaranty set forth in this Paragraph 13.25 is an
absolute and unconditional guaranty of payment and not of
collectibility. THE GUARANTY OBLIGATION SET FORTH IN THIS PARAGRAPH
13.25 SHALL IN ALL RESPECTS BE IN FURTHERANCE, AND SHALL IN NO EVENT BE
DEEMED IN LIMITATION, OF THE OBLIGATIONS OF EACH BORROWER UNDER THIS
AGREEMENT.
13.26 Joint and Several Liability. Except as specifically set forth
herein, the liability of each Borrower under this Agreement and the
Other Agreements in general shall be joint and several, and each
reference herein to the Borrowers shall be deemed to refer to each such
Borrower. In furtherance and not in limitation of each Bank's rights
and remedies hereunder or at law, Agent may proceed under this
Agreement and the Other Agreements against any one or more of the
Borrowers in its absolute and sole discretion for any of Borrowers'
Liabilities or any other liability or obligation of the Borrowers
arising hereunder.
(l) Schedule 1 to the Agreement is hereby amended and restated with
Schedule 1 - Pricing Schedule attached hereto.
(m) Exhibit C to the Agreement is hereby replaced with Exhibit C
attached hereto.
(n) Exhibit E attached hereto is hereby added to the Agreement.
(o) Each of the following schedules to the Agreement shall be deemed
amended to add thereto and include the information relative to the Purchase as
set forth on the corresponding schedules attached hereto: _____________________
[BORROWERS TO CONFIRM]
(p) Any and all references to the terms "Equipment Loan", "Equipment
Note", "Equipment Loan Credit Commitment" and "Equipment Loan Base Margin" in
the Agreement are hereby deleted from the Agreement in their entirety.
(q) Any and all references to the "Borrower" shall be deemed to
refer to each of Sigmatron and Able Electronics.
3. Consent Regarding Purchase. Notwithstanding anything contained in
Paragraph 11.3(b) of the Agreement to the contrary, the Agent and each Bank
hereby consent to the purchase by Sigmatron of the stock of Able Electronics
Corporation and the assumption of approximately $3,900,000 of the liabilities of
Able Electronics Corporation in accordance with the terms and conditions of the
Purchase Agreement and waive compliance with the provisions of Paragraph 11.3(b)
of the Agreement as a result of the Purchase only, provided, (i) no Event of
Default exists or would be caused by the Purchase and (ii) the aggregate
purchase price for the Purchase is not in excess of Twelve Million Eight Hundred
Thousand Dollars ($12,800,000).
6
The Borrowers hereby acknowledge that the waiver contained in this Amendment is
granted by Agent and the Banks only for the limited purpose set forth herein and
each term and provision of the Agreement continues in full force and effect. The
waiver in no manner creates a course of dealing or otherwise impairs the future
ability of Agent or the Banks to declare an Event of Default under or otherwise
enforce the terms of the Agreement.
4. Purchase Agreement, etc.
(a) The Borrowers have heretofore furnished the Banks a true and
correct copy of the Purchase Agreement.
(b) Each Borrower and, to each Borrower's knowledge, each other
party to the Purchase Agreement, as required, has duly taken all necessary
corporate action to authorize the execution, delivery and performance of the
Purchase Agreement and the consummation of the transactions contemplated
thereby.
(c) The purchase of the assets of Able Electronics by Sigmatron as
contemplated by the Purchase will comply in all material respects with all
applicable legal requirements, and all necessary governmental, regulatory,
creditor, shareholder, member, partner and other material consents, approvals
and exemptions required to be obtained by the Borrowers and, to each Borrower's
knowledge, each other party to the Purchase Agreement in connection with the
Purchase will be, prior to consummation of the Purchase, duly obtained and will
be in full force and effect. As of the date of the Purchase Agreement, all
applicable waiting periods with respect to the Purchase will have expired
without any action being taken by any competent governmental authority which
restrains, prevents or imposes material adverse conditions upon the consummation
of the Purchase.
(d) The execution and delivery of the Purchase Agreement did not,
and the consummation of the Purchase will not, violate any statute or regulation
of the United States (including any securities law) or of any state or other
applicable jurisdiction, or any order, judgment or decree of any court or
governmental body binding on any Borrower or, to each Borrower's knowledge, any
other party to the Purchase Agreement, or result in a breach of, or constitute a
default under, any material agreement, indenture, instrument or other document,
or any judgment, order or decree, to which any Borrower is a party or by which
any Borrower is bound or, to each Borrower's knowledge, to which any other party
to the Purchase Agreement is a party or by which any such party is bound.
(e) No statement or representation made in the Purchase Agreement by
any Borrower or, to any Borrower's knowledge, any other party, contains any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary in order to make the statements made therein,
in light of the circumstances under which they are made, not misleading.
5. Assent to Agreement. Able Electronics is hereby made a Borrower
under the Agreement and agrees to be bound by and comply with all of the terms
and conditions of the Agreement as of the date hereof and hereby assumes all
obligations and is entitled to the rights and benefits of a Borrower under the
Agreement. From and after the date hereof, any and all
7
references to a "Borrower" or the "Borrowers" shall be deemed to include Able
Electronics, except for references to a Borrower relating to its status prior to
this Amendment. Able Electronics hereby makes and agrees to each representation,
covenant and warranty contained in the Agreement, except for representations and
warranties made as of or with respect to a specific prior date(s). Able
Electronics hereby acknowledges and confirms the grant of a first priority
security interest in all of its assets in accordance with the provisions of
Paragraph 7.1 of the Agreement. Able Electronics hereby agrees that all notices
delivered to Sigmatron in accordance with the Agreement shall be effective for
notice to Able Electronics.
6. Representations and Warranties. The representations and warranties
set forth in the Agreement and all covenants set forth in the Agreement shall be
deemed remade and affirmed (or made, as applicable, in the case of Able
Electronics) as of the date hereof by each Borrower (after giving effect to the
Purchase), except any and all references to the Agreement in such
representations, warranties and covenants shall be deemed to include this
Amendment. Each Borrower hereby expressly reaffirms, reinstates and assumes (on
the same basis as set forth in the Agreement) all of the obligations and
liabilities to the Agent as set forth in the Agreement and this Amendment, and
agrees to be bound by and abide by and operate and perform under and pursuant to
and comply fully with all of the terms, conditions, provisions, agreements,
representations, undertakings, warranties, guarantees, indemnities, grants of
security interest and covenants contained in the Agreement. Each Borrower also
acknowledges and reaffirms that the Agreement, as amended by this Amendment, is
in full force and effect and that no defenses exist as of the date of this
Amendment to each Borrower's full compliance with the Agreement, as amended by
this Amendment. Each Borrower hereby acknowledges that the security interests
granted in the Agreement constitute a valid continuing first Lien in and to the
Collateral including, but not limited to, all assets of Able Electronics. No
Event of Default has occurred and is continuing and no event has occurred and is
continuing which, with the lapse of time, the giving of notice, or both, would
constitute such an Event of Default under the Agreement.
7. Delivery of Documents/Information. Prior to entering into this
Amendment, Agent shall have received from the Borrowers the following fully
executed documents, in form and substance satisfactory to Agent and each Bank,
and all of the transactions contemplated by each such document shall have been
consummated or each condition contemplated by each such document shall have been
satisfied:
(a) this Amendment;
(b) Substitute Revolving Note of LaSalle Bank;
(c) Term Note of LaSalle Bank;
(d) Purchase Agreement Assignment;
(e) Assignment Agreement between LaSalle Bank and Charter One Bank;
(f) Opinion of Borrowers' Counsel;
(g) Secretary's Certificate of each Borrower with resolutions and
incumbency;
8
(h) Officer's Certificate (Closing Bring-Down) of each Borrower; and
(i) such other documents, certificates and opinions as Agent may
request.
8. Reference to the Effect on the Agreement.
(a) References. Upon the date of this Amendment and on and after the
date hereof, each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Agreement, as amended hereby.
(b) Ratification. As specifically modified above, the Agreement and
all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect, and are hereby
ratified and confirmed.
9. Representations and Warranties of the Borrowers. Each Borrower
hereby represents and warrants to Agent and the Banks as of the date hereof as
follows:
(a) The execution and delivery of this Amendment and the performance
by each Borrower of its obligations hereunder are within each Borrower's powers
and authority, have been duly authorized by all necessary corporate action and
do not and will not contravene or conflict with the Articles of Incorporation or
By-laws of any Borrower.
(b) The Agreement (as amended by this Amendment) and the Other
Agreements constitute legal, valid and binding obligations enforceable in
accordance with their terms by Agent and the Banks against Borrowers, and
Borrowers expressly reaffirm each of their obligations under the Agreement (as
amended by this Amendment) and each of the Other Agreements, including, without
limitation, each Borrower's Liabilities. Borrowers further expressly acknowledge
and agree that Agent has a valid, duly perfected, first priority and fully
enforceable security interest in and lien against each item of Collateral except
as otherwise set forth in the Agreement. Each Borrower agrees that it shall not
dispute the validity or enforceability of the Agreement (as it was stated before
and after this Amendment) or any of the Other Agreements or any of its
respective obligations thereunder, or the validity, priority, enforceability or
extent of Agent's security interest in or lien against any item of Collateral,
in any judicial, administrative or other proceeding;
(c) No consent, order, qualification, validation, license, approval
or authorization of, or filing, recording, registration or declaration with, or
other action in respect of, any governmental body, authority, bureau or agency
or other Person is required in connection with the execution, delivery or
performance of, or the legality, validity, binding effect or enforceability of,
this Amendment; and
(d) The execution, delivery and performance of this Amendment by
Borrowers does not and will not violate any law, governmental regulation,
judgment, order or decree applicable to any Borrower and does not and will not
violate the provisions of, or constitute a default or any event of default
under, or result in the creation of any security interest or lien upon any
property of any Borrower pursuant to, any indenture, mortgage, instrument,
contract, agreement or other undertaking to which any Borrower is a party or is
subject or by which each Borrower or any of its real or personal property may be
bound.
9
10. Releases; Indemnities.
(a) In further consideration of the Banks' execution of this
Amendment, each Borrower, and on behalf of its successors, assigns, subsidiaries
and Affiliates, hereby forever release Agent and each Bank and their respective
successors, assigns, parents, subsidiaries, Affiliates, officers, employees
directors, agents and attorneys (collectively, the "Releasees") from any and all
debts, claims, demands, liabilities, responsibilities, disputes, causes,
damages, actions and causes of action (whether at law or in equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated,
known or unknown, matured or unmatured, fixed or contingent (collectively,
"Claims"), that any Borrower may have against the Releasees which arise from or
relate to any actions which the Releasees may have taken or omitted to take
prior to the date this Amendment was executed, including without limitation with
respect to each Borrower's Liabilities, any Collateral, the Agreement, any Other
Agreement and any third parties liable in whole or in part for each Borrower's
Liabilities. This provision shall survive and continue in full force and effect
whether or not Borrowers shall satisfy all other provisions of this Amendment,
the Other Agreements or the Agreement, including payment in full of each
Borrower's Liabilities.
(b) Each Borrower hereby agrees that its obligation to indemnify
and hold the Releasees harmless as set forth in Paragraph 10(a) of this
Amendment shall include an obligation to indemnify and hold the Releasees
harmless with respect to any and all liabilities, obligations, losses,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever incurred by the Releasees, or any of them, whether
direct, indirect or consequential, as a result of or arising from or relating to
any proceeding by, or on behalf of, any Person, including, without limitation,
officers, directors, agents, trustees, creditors, partners or shareholders of
any Borrower, whether threatened or initiated, asserting any claim for legal or
equitable remedy under any statute, regulation or common law principle arising
from or in connection with the negotiation, preparation, execution, delivery,
performance, administration and enforcement of this Amendment or any other
document executed in connection herewith. The foregoing indemnity shall survive
the payment in full of the each Borrower's Liabilities and the termination of
this Amendment, the Agreement and the Other Agreements.
11. Fees and Expenses. Each Borrower agrees to pay on demand all costs,
fees and expenses of or incurred by the Agent in connection with the evaluation,
negotiation, preparation, execution and delivery of this Amendment and the other
instruments and documents executed and delivered in connection with the
transactions described herein (including the filing or recording thereof),
including, but not limited to, the reasonable fees and expenses of counsel for
the Agent, search fees and taxes payable in connection with this Amendment and
any future amendments to the Agreement.
12. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
10
(TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have duly executed this Tenth
Amendment to Loan and Security Agreement as of the date first above written.
SIGMATRON INTERNATIONAL, INC.
By: Linda K. Blake
----------------------------------
Its: Vice President - Finance
----------------------------------
ABLE ELECTRONICS CORPORATION
By: Gary R. Fairhead
----------------------------------
Its: President & CEO
----------------------------------
LASALLE BANK NATIONAL ASSOCIATION,
for itself and as Agent
By: Sara H. DeKuiper
----------------------------------
Its: Vice President
----------------------------------
11