EXHIBIT 10.5
FOURTH AMENDMENT TO REVOLVING
CREDIT AND SECURITY AGREEMENT
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This FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
"Amendment") is made and entered into this 20th day of July, 2000, by and among
REPTRON ELECTRONICS, INC., a corporation organized under the laws of the State
of Florida ("Reptron"); REPTRON ELECTRONICS OF PA, INC., a corporation organized
under the laws of the State of Pennsylvania ("Reptron Pennsylvania"); LAKE
SUPERIOR MERGER CORPORATION, a corporation organized under the laws of the State
of Florida ("Superior"); HIBBING ELECTRONICS CORPORATION, a corporation
organized under the laws of the State of Minnesota ("Hibbing"); REPTRON
ACQUISITION, INC., a corporation organized under the laws of the State of
Florida ("Acquisition"; Reptron, Reptron Pennsylvania, Superior, Hibbing and
Acquisition, each a "Borrower" and collectively "Borrowers"); the various
financial institutions listed on the signature pages hereof and their respective
successors and permitted assigns which become "Lenders"; and PNC BANK, NATIONAL
ASSOCIATION, a national association ("PNC"), as collateral and administrative
agent for Lenders (PNC, together with its successors in such capacity, the
"Agent").
Recitals:
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Agent, Lenders and Borrowers are parties to a certain Revolving Credit and
Security Agreement dated January 8, 1999, as amended by that certain First
Amendment to Revolving Credit and Security Agreement dated November 10, 1999, as
further amended by that certain Second Amendment to Revolving Credit and
Security Agreement dated February 28, 2000, and as further amended by that
certain Third Amendment to Revolving Credit and Security Agreement dated May
4, 2000 (as amended at any time, the "Credit Agreement") pursuant to which
Lenders have made certain revolving credit loans and other extensions of credit
to Borrowers.
The parties desire to amend the Credit Agreement as hereinafter set forth.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and
valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Definitions. All capitalized terms used in this Amendment, unless
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otherwise defined herein, shall have the meaning ascribed to such terms in the
Credit Agreement.
2. Amendments to Credit Agreement. Subject to the satisfaction of the
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condition precedent set forth in Section 5 hereof, the Credit Agreement is
hereby amended as follows:
a. By deleting the definitions of "Fee Letter," "Maximum Revolving
Advance Amount", "Required Lenders" and "Undrawn Availability" from
Section 1.2 of the Credit Agreement and inserting the following in lieu
thereof:
"Fee Letter" shall mean, collectively that certain letter agreement
dated December 29, 1998 among Borrowers and PNC and that certain letter
agreement dated July 14, 2000 among Borrowers and PNC.
"Maximum Revolving Advance Amount" shall mean $120,000,000.
"Required Lenders" shall mean Lenders holding at least sixty-six and
two-thirds percent (66 2/3%) of the Advances and, if no Advances are
outstanding, shall mean Lenders holding sixty-six and two-thirds percent
(66 2/3%) of the Commitment Percentages; provided, however, that if any
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Lender shall be in breach of its obligations hereunder to any Borrower or
Agent, including any breach resulting from its failure to honor its
commitment in accordance with the terms of this Agreement, then, for so
long as such breach continues, the term "Required Lenders" shall mean
Lenders (excluding each Lender that is in breach of its obligations
hereunder) holding at least sixty-six and two-thirds percent (66 2/3%) of
the Advances, and, if no Advances are outstanding, at least sixty-six and
two-thirds percent (66 2/3%) of the Commitment Percentages.
"Undrawn Availability" at a particular date shall mean an amount equal
to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving
Advance Amount, minus (b) the sum of (i) the outstanding amount of
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Advances, plus (ii) all amounts due and owing to Borrowers' trade creditors
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which are 60 days or more past due, plus (iii) fees and expenses for which
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Borrowers are liable but which have not been paid or charged to Borrowers'
Account.
b. By deleting Section 2.1(a)(y)(ii) of the Credit Agreement and
inserting the following in lieu thereof:
(ii) up to the lesser of (A) fifty percent (50%), subject to the
provisions of Section 2.1(b) hereof ("Inventory Advance Rate"), of the
Value of the Eligible Inventory (the Receivables Advance Rate and the
Inventory Advance Rate shall be referred to collectively, as the "Advance
Rates") or (B) $50,000,000, minus
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c. By inserting the following as Section 6.10 of the Credit
Agreement immediately following Section 6.9:
6.10 Inventory Appraisal. At any time that (i) the remainder of (a)
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the aggregate amount of outstanding Advances minus (b) the product of (1)
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the Receivables Advance Rate multiplied by (2) the Net Amount of Eligible
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Receivables, is greater than (ii) the product of (a) the aggregate amount
of outstanding Advances, multiplied by (b) 0.3, Borrowers shall, at Agent's
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request, retain an independent third-party appraiser, acceptable to Agent,
to conduct appraisals of the Inventory of each Borrower and all books and
records in connection therewith, the scope and content of which shall be
satisfactory in form and substance to Agent. Such appraisals shall be at
the expense of the Lenders unless a Default or Event of Default shall exist
at the time of Agent's request for such appraisals, in which event such
appraisals shall be at Borrowers' expense.
d. By deleting Section 14.9 of the Loan Agreement and inserting the
following in lieu thereof:
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14.9 Delivery of Documents. To the extent Agent receives the
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financial statements required under Sections 9.7, 9.8, and 9.9 or a
Borrowing Base Certificate from any Borrower pursuant to the terms of this
Agreement, Agent will promptly furnish such documents and information to
Lenders.
e. By deleting Section 16.6 of the Loan Agreement and inserting the
following in thereof:
16.6 Notice. Any notice, request, demand, direction or other
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communication (for purposes of this Section 16.6 only, a "Notice") to be
given to or made upon any party hereto under any provision of this
Agreement shall be given or made by telephone or in writing (which includes
by means of electronic transmission (i.e., "e-mail") or facsimile
transmission or by setting forth such Notice on a site on the World Wide
Web (a "Website Posting") if Notice of such Website Posting (including the
information necessary to access such site) has previously been delivered to
the applicable parties hereto by another means set forth in this Section
16.6) in accordance with this Section 16.6. Any such Notice must be
delivered to the applicable parties hereto at the addresses and numbers set
forth under their respective names on Schedule 16.6 hereof or in accordance
with any subsequent unrevoked Notice from any such party that is given in
accordance with this Section 16.6. Any Notice shall be effective:
(a) In the case of hand-delivery, when delivered;
(b) For any Notice other than Notice of the occurrence of an
Event of Default, if given by mail, four days after such Notice is
deposited with the United States Postal Service, with first-class
postage prepaid, return receipt requested:
(c) In the case of a telephonic Notice, when a party is
contacted by telephone, if delivery of such telephonic Notice is
confirmed no later than the next Business Day by hand delivery, a
facsimile or electronic transmission, a Website Posting or an
overnight courier delivery of a confirmatory Notice (received at or
before noon on such next Business Day);
(d) In the case of a facsimile transmission, when sent to the
applicable party's facsimile machine's telephone number, if the party
sending such Notice receives confirmation of the delivery thereof
from its own facsimile machine;
(e) For any Notice other than Notice of the occurrence of an
Event of Default, in the case of electronic transmission, when
actually received;
(f) In the case of a Website Posting, upon delivery of a Notice
of such posting (including the information necessary to access such
site) by another means set forth in this Section 16.6; and
(g) If given by any other means (including by overnight
courier), when actually received.
Any Lender giving a Notice to any other party to this Agreement Party
shall concurrently send a copy thereof to the Agent, and the Agent shall
promptly notify the other Lenders of its receipt of such Notice.
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f. By adding Schedule 16.6 hereto as Schedule 16.6 to the Loan
Agreement.
3. Lenders and Commitment Percentages. After giving effect to the
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amendments contained in Section 2 hereof, the parties hereto agree to amend the
Credit Agreement to add Firstar Bank, N.A. as an additional Lender and, after
giving effect to this Amendment that PNC's Commitment Percentage shall be 35%,
Bank of America, N.A.'s Commitment Percentage shall be 25%, Firstar Bank, N.A.'s
Commitment Percentage shall be 16 2/3%, IBM Credit Corporation's Commitment
Percentage shall be 16 2/3%, and Comerica Bank's Commitment Percentage shall be
16 2/3%.
4. Settlement Date. Each of the Lenders agrees that the effective date of
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this Amendment shall be a Settlement Date.
5. Ratification and Reaffirmation. Each Borrower hereby ratifies and
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reaffirms the Obligations, each of the Loan Documents and all of such Borrower's
covenants, duties, indebtedness and liabilities under the Loan Documents.
6. Conditions Precedent. The effectiveness of the amendments contained in
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Section 2 hereof is subject to satisfaction of each of the following conditions:
(i) Agent shall have received the favorable legal opinions of Borrowers' counsel
in form and substance satisfactory to Agent, which shall cover such matters
incident to the transactions contemplated by this Amendment; (ii) Borrower shall
have executed and delivered to Agent a fee letter, acceptable to Agent in form
and substance, and shall have paid all fees due and payable thereunder; and
(iii) Borrowers shall have delivered to Agent a Revolving Credit Note in
appropriate amounts for each Lender in the form attached hereto as Exhibit A.
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7. Acknowledgments and Stipulations. Each Borrower acknowledges and
--------------------------------
stipulates that the Credit Agreement and the other Loan Documents executed by
such Borrower are legal, valid and binding obligations of such Borrower that are
enforceable against such Borrower in accordance with the terms thereof; all of
the Obligations are owing and payable without defense, offset or counterclaim
(and to the extent there exists any such defense, offset or counterclaim on the
date hereof, the same is hereby waived by Borrower); the security interests and
liens granted by Borrowers in favor of Agent are duly perfected, first priority
security interests and liens, except as permitted under the Credit Agreement;
that Borrowers have used $18,000,000 (subject to downward adjustments based on
post-closing performance) of Advances to fund Permitted Acquisitions; and that
Borrowers have used $16,200,000 of Advances used to prepay Subordinated
Indebtedness.
8. Representations and Warranties. Borrowers represent and warrant to
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Agent and Lenders, to induce Agent and Lenders to enter into this Amendment,
that no Default or Event of Default exists on the date hereof; the execution,
delivery and performance of this Amendment have been duly authorized by all
requisite corporate action on the part of Borrowers and this Amendment has been
duly executed and delivered by Borrowers; and all of the representations and
warranties made by Borrowers in the Credit Agreement are true and correct on and
as of the date hereof.
9. Breach of Amendment. This Amendment shall be part of the Credit
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Agreement and a breach of any of any representation, warranty or covenant herein
shall constitute an Event of Default.
10. Expenses of Agent and Lenders. Each Borrower agrees to pay, on
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demand, all costs and expenses incurred by Agent and Lenders in connection with
the preparation, negotiation and execution of this Amendment and any other Loan
Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the costs and fees of
Agent's and
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Lenders' legal counsel and any taxes or expenses associated with or incurred in
connection with any instrument or agreement referred to herein or contemplated
hereby.
11. Effectiveness: Governing Law. This Amendment shall be effective upon
----------------------------
acceptance by Agent and Lenders (notice of which acceptance is hereby waived),
whereupon the same shall be governed by and construed in accordance with the
internal laws of the State of Georgia.
12. Successors and Assigns. This Amendment shall be binding upon and inure
----------------------
to the benefit of the parties hereto and their respective successors and
assigns.
13. No Novation, etc. Except as otherwise expressly provided in this
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Amendment, nothing herein shall be deemed to amend or modify any provision of
the Credit Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Credit
Agreement as herein modified shall continue in full force and effect.
14. Counterparts; Telecopied Signatures. This Amendment may be executed in
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any number of counterparts and by different parties to this Amendment on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.
15. Further Assurances. Each Borrower agrees to take such further actions
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as Lender shall reasonably request from time to time in connection herewith to
evidence or give effect co the amendments set forth herein or any of the
transactions contemplated hereby.
16. Section Titles. Section titles and references used in this Amendment
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shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto.
17. Release of Claims. To induce Agent and Lenders to enter into this
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Amendment, each Borrower hereby releases, acquits and forever discharges Agent,
Lenders, and all officers, directors, agents, employees, successors and
assigns of Agent and Lenders, from any and all liabilities, claims, demands,
actions or causes of action of any kind or nature (if there be any), whether
absolute or contingent, disputed or undisputed, at law or in equity, or known or
unknown, that such Borrower now has or ever had against Agent or any Lender
arising under or in connection with any of the Loan Documents or otherwise. Each
Borrower represents and warrants to Agent and Lenders that such Borrower has not
transferred or assigned to any Person any claim that such Borrower ever had or
claimed to have against Agent or any Lender.
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18. Waiver of Jury Trial. To the fullest extent permitted by applicable
--------------------
law, the parties hereto each hereby waives the right to trial by jury in any
action, suit, counterclaim or proceeding arising out of or related to this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal in, and delivered by their respective duly authorized
officers on the date first written above.
REPTRON ELECTRONICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Financial Officer
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[CORPORATE SEAL]
REPTRON ELECTRONICS, OF PA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Financial Officer
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LAKE SUPERIOR MERGER CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Financial Officer
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[CORPORATE SEAL]
HIBBING ELECTRONICS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Financial Officer
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[CORPORATE SEAL]
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REPTRON ACQUISITION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Financial Officer
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[CORPORATE SEAL]
PNC BANK, NATIONAL ASSOCIATION, as
a Lender and as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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BANK OF AMERICA, N.A. f/k/a
NationsBank. N.A., as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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FIRSTAR BANK, N.A., as a Lender
By:____________________________________
Name:________________________________
Title:_______________________________
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone:_____________________________
Telecopier:____________________________
E-mail:________________________________
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REPTRON ACQUISITION, INC.
By:___________________________________
Name:_______________________________
Title:______________________________
[CORPORATE SEAL]
PNC BANK, NATIONAL ASSOCIATION, as a
Lender and as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: VICE PRESIDENT
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BANK OF AMERICA, N.A. f/k/a
NationsBank, N.A., as a Lender
By:___________________________________
Name:_______________________________
Title:______________________________
FIRSTAR BANK, N.A., as a Lender
By:___________________________________
Name:_______________________________
Title:______________________________
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone:____________________________
Telecopier:___________________________
E-mail:_______________________________
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REPTRON ACQUISITION, INC.
By:___________________________________
Name:_______________________________
Title:______________________________
[CORPORATE SEAL]
PNC BANK, NATIONAL ASSOCIATION, as a
Lender and as Agent
By:___________________________________
Name:_______________________________
Title:______________________________
BANK OF AMERICA, N.A. f/k/a
NationsBank, N.A., as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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FIRSTAR BANK, N.A., as a Lender
By:___________________________________
Name:_______________________________
Title:______________________________
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone:____________________________
Telecopier:___________________________
E-mail:_______________________________
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REPTRON ACQUISITION, INC.
By:___________________________________
Name:_______________________________
Title:______________________________
[CORPORATE SEAL]
PNC BANK, NATIONAL ASSOCIATION, as a
Lender and as Agent
By:___________________________________
Name:_______________________________
Title:______________________________
BANK OF AMERICA, N.A. f/k/a
NationsBank, N.A., as a Lender
By:___________________________________
Name:_______________________________
Title:______________________________
FIRSTAR BANK, N.A., as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: VP
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
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E-mail: ▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
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IBM CREDIT CORPORATION, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: MGR. Car & Specialty financing
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Address:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Commercial Financing
Credit
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇@▇▇.▇▇▇.▇▇▇
COMERICA BANK, as a Lender
By:_____________________________________
Name:_________________________________
Title:________________________________
Address:
________________________________________
________________________________________
________________________________________
Telephone:______________________________
Telecopier:_____________________________
E-mail:_________________________________
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IBM CREDIT CORPORATION, as a Lender
By:_____________________________________
Name:_________________________________
Title:________________________________
Address:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Commercial Financing
Credit
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇@▇▇.▇▇▇.▇▇▇
COMERICA BANK, as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Title: Vice President
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Address:
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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4th Floor
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------------
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
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E-mail:_________________________________
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Exhibit A
Form of Revolving Credit Note
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REVOLVING CREDIT NOTE
$ ______________ _______ ___, 2000
This Revolving Credit Note is executed and delivered under and
pursuant to the terms of that certain Revolving Credit and Security Agreement
dated January 8, 1999 (as amended, restated, supplemented or modified from time
to time, the "Loan Agreement") by and among REPTRON ELECTRONICS, INC., a Florida
corporation ("Reptron"), REPTRON ELECTRONICS OF PA, INC., a Pennsylvania
corporation ("Reptron Pennsylvania"), LAKE SUPERIOR MERGER CORPORATION, a
Florida corporation ("Superior"), HIBBING ELECTRONICS CORPORATION, a Minnesota
corporation, REPTRON ACQUISITION, INC., a Florida corporation ("Acquisition;
Acquisition, Reptron, Reptron Pennsylvania, Superior, Hibbing and Acquisition
are hereinafter collectively referred to as "Borrowers" and individually as a
"Borrower"), PNC BANK, NATIONAL ASSOCIATION ("PNC") and the various other
financial institutions named therein or which hereafter become a party thereto,
(together with PNC collectively, "Lenders") and PNC as agent for Lenders
(together with its successors in such capacity, "Agent"). Capitalized terms not
otherwise defined herein shall have the meanings provided in the Loan Agreement.
FOR VALUE RECEIVED, Borrowers hereby jointly and severally promise to
pay to the order of ______________________ ("_______"), at the office of Agent
located at Two ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such
other place as Agent may from time to time designate to Borrowers in writing:
(i) the principal sum of ________________________ AND ____/100
DOLLARS ($______________) or, if different, from such amount, the unpaid
principal balance of _____'s Commitment Percentage of the Revolving Advances as
may be due and owing under the Loan Agreement, payable in accordance with the
provisions of the Loan Agreement, subject to acceleration upon the occurrence of
an Event of Default under the Loan Agreement or earlier termination of the Loan
Agreement pursuant to the terms thereof; and
(ii) interest on the principal amount of this Note from time to time
outstanding until such principal amount is paid in full at the applicable
Revolving Interest Rate in accordance with the provisions of the Loan Agreement.
Upon and after the occurrence of an Event of Default, and during the
continuation thereof, interest shall be payable at the Default Rate. In no
event, however, shall interest exceed the maximum interest rate permitted by
law.
This Note is one of the Revolving Credit Notes referred to in the Loan
Agreement and is secured by the liens granted pursuant to the Loan Agreement and
the Other Documents, is entitled
to the benefits of the Loan Agreement and the Other Documents and is subject to
all of the agreements, terms and conditions therein contained.
This Note is subject to mandatory prepayment and may be voluntarily
prepaid, in whole or in part, on the terms and conditions set forth in the Loan
Agreement.
If an Event of Default under Section 10.7 of the Loan Agreement shall
occur, then this Note shall immediately become due and payable, without notice,
together with reasonable attorneys' fees if the collection hereof is collected
by or through an attorney at law. If any other Event of Default shall occur
under the Loan Agreement or any of the Loan Documents, which is nor cured within
any applicable grace period, then this Note may, as provided in the Loan
Agreement, be declared to be immediately due and payable, without notice,
together with reasonable attorneys' fees, if the collection hereof is placed in
the hands of an attorney to obtain or enforce payment hereof.
This Note shall be construed and enforced in accordance with the
internal laws of the State of Georgia and is intended to take effect as a sealed
instrument under Georgia law.
Borrowers expressly waives any presentment, demand, protest, notice of
protest, or notice of any kind except as expressly provided in the Loan
Agreement.
SIGNED, SEALED AND DELIVERED in _________________, _____________.
REPTRON ELECTRONICS, INC.
By:_______________________________
Name:____________________________
Title:___________________________
[CORPORATE SEAL]
REPTRON ELECTRONICS OF PA, INC.
By:_______________________________
Name:____________________________
Title:___________________________
[CORPORATE SEAL]
A-2
LAKE SUPERIOR MERGER CORPORATION
By:_______________________________
Name:____________________________
Title:___________________________
[CORPORATE SEAL]
HIBBING ELECTRONICS CORPORATION
By:_______________________________
Name:____________________________
Title:___________________________
[CORPORATE SEAL]
REPTRON ACQUISITION, INC.
By:_______________________________
Name:____________________________
Title:___________________________
[CORPORATE SEAL]
A-3
STATE OF _________ )
) SS.:
COUNTY OF ________ )
On the ___ day of ________, 2000, before me personally came _________,
to me known, who being by me duly sworn, did depose and say that he is the
_____________ of Reptron Electronics, Inc., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto as
the act and deed of such corporation by order of the board of directors of said
corporation.
___________________________
Notary Public
STATE OF _________ )
) SS.:
COUNTY OF ________ )
On the ___ day of _________, 2000, before me personally came ________,
to me known, who being by me duly sworn, did depose and say that he is the
____________ of Reptron Electronics of PA, Inc., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
as the act and deed of such corporation by order of the board of directors of
said corporation.
___________________________
Notary Public
STATE OF _________ )
) SS.:
COUNTY OF ________ )
On the _______ day of _______, 2000, before me personally came ______,
to me known, who being by me duly sworn, did depose and say that he is the
__________ of Lake Superior Merger Corporation, the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
as the act and deed of such corporation by order of the board of directors of
said corporation.
___________________________
Notary Public
A-4
STATE OF _________ )
) SS.:
COUNTY OF ________ )
On the ____ day of ______, 2000, before me personally came _______, to
me known, who being by me duly sworn, did depose and say that he is the ______
of Hibbing Electronics Corporation, the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto as the
act and deed of such corporation by order of the board of directors of said
corporation.
_________________________
Notary Public
STATE OF _________ )
) SS.:
COUNTY OF ________ )
On the _______ day of _________, 2000, before me personally came _____,
to me known, who being by me duly sworn, did depose and say that he is the
________ of Reptron Acquisition, Inc., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto as the
act and deed of such corporation by order of the board of directors of said
corporation.
_________________________
Notary Public
A-5
Schedule 16.6
Notices
-------
If to Agent or PNC at: PNC Bank, National Association
Two PNC Plaza
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
with a copy to: PNC Bank, National Association
▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
with a copy to: Parker, Hudson, Rainer & ▇▇▇▇▇ LLP
1500 Marquis Two Tower
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: C. ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇
If to a Lender other than PNC, as specified on the signature pages to the
Agreement or on any applicable Commitment Transfer Supplement.
If to Borrowing Agent or
any Borrower, at: Reptron Electronics, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Suite 2960
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇@▇▇▇.▇▇▇
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