Exhibit 10.1
AMENDMENT NO. 10 TO
LOAN AND SECURITY AGREEMENT
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November 14, 2001
All American Semiconductor, Inc.
16115 Northwest 52nd Avenue
Miami, Florida 33014
Attention: Chief Financial Officer
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement dated as of May 3,
1996 among Harris Trust and Savings Bank, as a Lender and as Administrative
Agent for the Lenders, American National Bank and Trust Company of Chicago, as a
Lender and as Collateral Agent for the Lenders, the other Lenders party thereto
and All American Semiconductor, Inc., as amended to date (the "Loan Agreement").
Unless defined herein, capitalized terms used herein shall have the meanings
provided for such terms in the Loan Agreement.
The Borrower has requested that the Requisite Lenders agree to amend
the Loan Agreement in certain respects. The Agents and the Requisite Lenders
have agreed to the foregoing on the terms and pursuant to the conditions
provided herein.
Therefore, the parties hereto hereby agree as follows:
1. Amendments to Loan Agreement. The Loan Agreement is hereby
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amended, as follows:
(a) The first "WHEREAS" clause in the Loan Agreement is hereby amended
by deleting therefrom the amount "One Hundred Twenty-Five Million Dollars
($125,000,000)" and inserting in its place the amount "One Hundred Million
Dollars ($100,000,000)".
(b) Clause (b)(i) of the definition of the term "Default" contained in
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Section 1.1 of the Loan Agreement is hereby amended and restated in its
entirety, as follows:
"(i) any of Section 3.2 through 3.16, 3.18, 5, 7.2, 7.7, 7.19, 7.20 or
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8 of this Agreement,"
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(c) The definition of the term "Maximum Facility" contained in Section
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1.1 of the Loan Agreement is hereby amended and restated in its entirety, as
follows:
" 'Maximum Facility' shall mean an amount equal to One Hundred Million
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Dollars ($100,000,000)."
(d) A new Section 7.20 is hereby inserted into the Loan Agreement, as
follows:
"7.20 Weekly Cash Projections.
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On each Friday commencing on November 16, 2001, the Borrower shall
deliver to the Agents an updated written cash flow forecast for the
following 13 week period, which forecast shall be in form and substance
satisfactory to the Agents."
(e) Section 8.17 of the Loan Agreement is hereby amended and restated
in its entirety, as follows:
"8.17 Minimum Tangible Net Worth.
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Tangible Net Worth of the Designated Companies, on a consolidated
basis, shall not at any time during any period set forth below be less than
the amount set forth below opposite such period:
Period Amount
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September 30, 2001 through and including
December 30, 2001 $25,000,000
December 31, 2001 through and including
December 30, 2002 $40,000,000
December 31, 2002 through and including $45,000,000
December 30, 2003
December 31, 2003 and thereafter $50,000,000"
(f) Section 8.18 of the Loan Agreement is hereby amended and restated
in its entirety, as follows:
"8.18 Minimum Debt Service Coverage Ratio.
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The Debt Service Coverage Ratio of the Designated Companies, on a
consolidated basis, shall not on the last day of any calendar quarter set
forth below, for the period ending on such date, be less than the ratio set
forth below opposite such date:
Date Ratio
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Twelve month period ending September 30, 2001 Not Applicable
Twelve month period ending December 31, 2001 1.25 : 1.00"
and each twelve month period ending on the last
day of a calendar quarter thereafter
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(g) Section 8.19 of the Loan Agreement is hereby amended and restated
in its entirety, as follows:
"8.19 Minimum Inventory Turnover.
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Inventory Turnover shall not on the last day of any calendar month
ending on or after September 30, 2001, for the three-month period ending on
such date, be less than the amount set forth below for such date:
Month Minimum Inventory Turnover
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September 30, 2001 2.2
October 31, 2001 2.2
November 30, 2001 2.3
December 31, 2001 and the last day of
each calendar month thereafter 3.0"
(h) The Maximum Loan Amount of each Lender is amended and restated as
set forth in Annex I attached hereto.
2. Scope. This Amendment No. 10 to Loan and Security Agreement (this
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"Amendment") shall have the effect of amending the Loan Agreement and the other
Financing Agreements as appropriate to express the agreements contained herein.
In all other respects, the Loan Agreement and the other Financing Agreements
shall remain in full force and effect in accordance with their respective terms.
3. Conditions to Effectiveness. This Amendment shall be effective
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retroactive to September 30, 2001 upon the execution hereof by the Requisite
Lenders, the acceptance hereof by Borrower and each Guarantor, and the delivery
hereof to the Administrative Agent, at 111 West Monroe Street, Chicago, Illinois
60603, Attention: Mr. William Kane, Vice President, before 2:00 p.m. (Chicago
time) on November 19, 2001, together with an amendment fee of $20,000, which
shall be payable on a pro rata basis to each Lender that executes and delivers
to Administrative Agent this Amendment before 2:00 p.m. (Chicago time) on
November 19, 2001.
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Very truly yours,
HARRIS TRUST AND SAVINGS BANK,
as Administrative Agent and a Lender
Pro Rata Share: 20%
By: /s/ William J. Kane
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Its: Vice President
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AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO,
as Collateral Agent and a Lender
Pro Rata Share: 20%
By: /s/ M. Martha Gaskin
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Its: First Vice President
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FLEET BUSINESS CREDIT CORPORATION,
formerly known as SANWA BUSINESS
CREDIT CORPORATION, as a Lender
Pro Rata Share: 15%
By:
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Its:
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US BANK BUSINESS CREDIT,
formerly known as FIRSTAR BANK N.A.,
formerly known as MERCANTILE BUSINESS
CREDIT, INC., as a Lender
Pro Rata Share: 15%
By: /s/ Robin L. Van Meter
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Its: AVP
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GMAC COMMERCIAL CREDIT, LLC,
formerly known as THE BANK OF NEW
YORK COMMERCIAL CORPORATION, as a
Lender
Pro Rata Share: 15%
By: /s/ Anthony Viola
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Its: Vice President
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BANK OF AMERICA, N.A.,
formerly known as NATIONSBANK, N.A.
successor by merger to
NATIONSBANK OF TEXAS, N.A.,
as a Lender
Pro Rata Share: 15%
By:
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Its:
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Acknowledged and agreed to as of
this 14th day of November, 2001.
ALL AMERICAN SEMICONDUCTOR, INC.
By: /s/ Howard L. Flanders
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Its: EVP & CFO
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Acknowledgment and Acceptance of Guarantors
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Each of the undersigned, in its capacity as a Guarantor of the
Liabilities of Borrowers to Agents and Lenders under the Loan Agreement, hereby
acknowledges receipt of the foregoing Amendment No. 10 to Loan and Security
Agreement, accepts and agrees to be bound by the terms thereof, ratifies and
confirms all of its obligations under the Master Corporate Guaranty executed by
it and agrees that such Master Corporate Guaranty shall continue in full force
and effect as to it, notwithstanding such amendment.
Dated: November 14, 2001
Each of the Subsidiaries of All American
Semiconductor, Inc. listed on Exhibit A
attached hereto
By: /s/ Howard L. Flanders
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Its: EVP & CFO
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EXHIBIT A
Subsidiaries
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NAME
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Access Micro Products, Inc.
All American Added Value, Inc.
All American A.V.E.D., Inc.
All American Semiconductor-Northern California, Inc.
All American IDT, Inc.
All American Semiconductor of Atlanta, Inc.
All American Semiconductor of Canada, Inc.
All American Semiconductor of Chicago, Inc.
All American Semiconductor of Florida, Inc.
All American Semiconductor of Huntsville, Inc.
All American Semiconductor of Massachusetts, Inc.
All American Semiconductor of Michigan, Inc.
All American Semiconductor of Minnesota, Inc.
All American Semiconductor of New York, Inc.
All American Semiconductor of Ohio, Inc.
All American Semiconductor of Philadelphia, Inc.
All American Semiconductor of Phoenix, Inc.
All American Semiconductor of Portland, Inc.
All American Semiconductor of Rhode Island, Inc.
All American Semiconductor of Rockville, Inc.
All American Semiconductor of Salt Lake, Inc.
All American Semiconductor of Texas, Inc.
All American Semiconductor of Washington, Inc.
All American Semiconductor of Wisconsin, Inc.
All American Technologies, Inc.
All American Transistor of California, Inc.
AmeriCapital, LLC
Aved Industries, Inc.
Palm Electronics Manufacturing Corp.
ANNEX I
Maximum Loan Amounts
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Lender Maximum Loan Amount
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Harris Trust and Savings Bank $20,000,000
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American National Bank and $20,000,000
Trust Company of Chicago
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Fleet Business Credit Corporation $15,000,000
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US Bank Business Credit $15,000,000
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GMAC Commercial Credit, LLC $15,000,000
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Bank of America, N.A. $15,000,000
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