Exhibit 10.25
AMENDMENT NO. 11 TO
LOAN AND SECURITY AGREEMENT
---------------------------
March 29, 2002
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
amended, as follows:
(a) The first "WHEREAS" clause in the Loan Agreement is hereby
amended by deleting therefrom the amount "One Hundred Million Dollars
($100,000,000)" and inserting in its place the amount "Eighty-Five Million
Dollars ($85,000,000)".
(b) The definition of the term "Applicable Margin" contained
in Section 1.1 of the Loan Agreement is hereby amended and restated in its
entirety, as follows:
" 'Applicable Margin' shall mean (a) from December 31, 2001 to,
but not including March 31, 2002, 1.00% for Domestic Rate Portions and
3.25% for LIBOR Portions; and (b) at all times on and after March 31,
2002, 1.00% for Domestic Rate Portions and 4.25% for LIBOR Portions."
(c) The definition of the term "Maximum Facility" contained in
Section 1.1 of the Loan Agreement is hereby amended and restated in its
entirety, as follows:
" 'Maximum Facility' shall mean an amount equal to Eighty-Five
Million Dollars ($85,000,000)."
(d) Section 7.20 of the Loan Agreement is hereby amended and
restated in its entirety, as follows:
"7.20 Weekly Cash Projections.
-----------------------
On each Monday, 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 by
(i) deleting therefrom the phrase "September 30, 2001 through and including
December 30, 2001" and inserting in its place the phrase "September 30, 2001
through and including December 31, 2001", (ii) deleting therefrom the phrase
"December 31, 2001 through and including December 30, 2002" and inserting in its
place the phrase "January 1, 2002 through and including December 31, 2002",
(iii) deleting therefrom the phrase "December 31, 2002 through and including
December 30, 2003" and inserting in its place the phrase "January 1, 2003
through and including December 30, 2003", and (iv) deleting therefrom the
figures "$25,000,000" and "$40,000,000" and inserting in their place the figures
"$17,200,000" and "$16,250,000", respectively.
(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.
-----------------------------------
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
---- -----
Three month period ending March 31, 2002 0.45 : 1.00
Six month period ending June 30, 2002 0.60 : 1.00
Nine month period ending September 30, 2002 0.80 : 1.00
Twelve month period ending December 31, 2002 1.00 : 1.00
Twelve month period ending March 31, 2003 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.
--------------------------
Inventory Turnover shall not on the last day of any calendar
month ending on or after December 31, 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
----- --------------------------
December 31, 2001 2.0
January 31, 2002 2.0
February 28, 2002 2.0
March 31, 2002 2.0
April 30, 2002 2.5
May 31, 2002 2.5
June 30, 2002 2.5
July 31, 2002 and the last day of 3.0"
each calendar month thereafter
(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. 11 to Loan and Security
Agreement (this "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 retroactive to December 31, 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, on or before March
29, 2002, together with an amendment fee of $75,000, which shall be payable on a
pro rata basis to each Lender.
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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
-------------------------------------
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/ JOE PATEK
-------------------------------------
Its: 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:______________________________________
Its:_____________________________________
FIRSTAR BANK N.A.,
formerly known as MERCANTILE BUSINESS
CREDIT, INC.,
as a Lender
Pro Rata Share: 15%
By:______________________________________
Its:_____________________________________
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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
-------------------------------------
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: /s/ JOHN ANDERSON
-------------------------------------
Its: Vice President
-------------------------------------
Acknowledged and agreed to as
of this 29th day of March, 2002.
ALL AMERICAN
SEMICONDUCTOR, INC.
By: /s/ Howard L. Flanders
-----------------------------------
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. 11 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: March 29, 2002
Each of the Subsidiaries of All American
Semiconductor, Inc. listed on Exhibit A
attached hereto
By: /s/ HOWARD L. FLANDERS
--------------------------------------
Its: EVP & CFO
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EXHIBIT A
Subsidiaries
------------
NAME
- ----
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
--------------------
- -------------------------------------------- -----------------------------------
Lender Maximum Loan Amount
------ -------------------
- -------------------------------------------- -----------------------------------
Harris Trust and Savings Bank $17,000,000
- -------------------------------------------- -----------------------------------
American National Bank and $17,000,000
Trust Company of Chicago
- -------------------------------------------- -----------------------------------
Fleet Business Credit Corporation $12,750,000
- -------------------------------------------- -----------------------------------
Firstar Bank N.A. $12,750,000
- -------------------------------------------- -----------------------------------
GMAC Commercial Credit LLC $12,750,000
- -------------------------------------------- -----------------------------------
Bank of America, N.A. $12,750,000
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