EXHIBIT 10.1
AMENDMENT NO. 3 TO
LOAN AND SECURITY AGREEMENT
July 31, 1998
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 and 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.
Borrower has requested that Requisite Lenders agree to amend
the Loan Agreement in order to modify certain financial covenants contained
therein. 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) SECTION 8.12. Section 8.12 of the Loan Agreement is
hereby amended by deleting therefrom the phrase "Three Million Two Hundred
Thousand Dollars ($3,200,000) for any fiscal year" and inserting in its place
the following phrase:
"(i) Four Million Five Hundred Thousand Dollars ($4,500,000)
for the 1998 fiscal year or (ii) Four Million Five Hundred Thousand
Dollars ($4,500,000) for any fiscal year after the 1998 fiscal year."
(b) SECTION 8.17. The table contained in Section 8.17 of
the Loan Agreement is hereby amended and restated in its entirety, as follows:
"Period Amount
------- ------
Each three month period commencing on The actual Tangible Net
March 31 and ending on the next succeeding Worth of the Designated
June 29 (beginning with the period ending Companies as of the prior
June 29, 1998) September 30, plus
$1,500,000
Each three month period commencing on The actual Tangible Net
June 30 and ending on the next succeeding Worth of the Designated
September 29 (beginning with the period Companies as of the prior
ending September 29, 1998) December 31, plus $750,000
Each three month period commencing on The actual Tangible Net
September 30 and ending on the next Worth of the Designated
succeeding December 30 (beginning with Companies as of the prior
the period ending December 31, 1998) March 31, plus $750,000
Each three month period commencing on The actual Tangible Net
December 31 and ending on the next Worth of the Designated
succeeding March 30 (beginning with the Companies as of the prior
period ending March 30, 1999) June 30, plus $1,000,000"
(c) SCOPE. This Amendment No. 3 to Loan and Security
Agreement 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.
2. CONDITIONS TO EFFECTIVENESS. This Amendment No. 3 to
Loan and Security Agreement shall be effective immediately upon the execution
hereof by Requisite Lenders, the acceptance hereof by each Borrower and each
Guarantor, and the delivery hereof to the Administrative Agent, at 111 West
Monroe Street, Chicago, Illinois 60603, Attention: Mr. William Kane, on or
before July 31, 1998.
Very truly yours,
HARRIS TRUST AND SAVINGS BANK,
as Administrative Agent and a Lender
Pro Rata Share: 25%
By:_______________________________________
Its:______________________________________
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO,
as Collateral Agent and a Lender
Pro Rata Share: 25%
By:_______________________________________
Its:______________________________________
SANWA BUSINESS CREDIT
CORPORATION, as a Lender
Pro Rata Share: 12.5%
By:_______________________________________
Its:______________________________________
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MERCANTILE BUSINESS CREDIT,
INC., as a Lender
Pro Rata Share: 12.5%
By:_______________________________________
Its:______________________________________
THE BANK OF NEW YORK
COMMERCIAL CORPORATION,
as a Lender
Pro Rata Share: 12.5%
By:_______________________________________
Its:______________________________________
NATIONSBANK OF TEXAS, N.A.,
as a Lender
Pro Rata Share: 12.5%
By:_______________________________________
Its:______________________________________
Acknowledged and agreed to as of this 31st day of July, 1998.
ALL AMERICAN SEMICONDUCTOR, INC.
By:_______________________________________
Its:______________________________________
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ACKNOWLEDGMENT AND ACCEPTANCE OF GUARANTORS
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. 3 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: July 31, 1998
Each of the Subsidiaries of All American
Semiconductor, Inc.
By:_______________________________________
Its:______________________________________
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