Exhibit 10.11
THIRD AMENDMENT TO REVOLVING
CREDIT AND SECURITY AGREEMENT
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This THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
"Amendment") is made and entered into this 4th day of May, 2000, by and among
RFPTRON 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 and
as further amended by that certain Second Amendment to Revolving Credit and
Security Agreement dated February 28, 2000 (as amended at any time, the "Loan
Agreement") pursuant to which Lender has made certain revolving credit loans to
Borrower.
The parties desire to amend the Loan 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 boundhereby,
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
Loan Agreement.
2. Amendment to Loan Agreement. The Loan Agreement is hereby amended by
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deleting the definitions of "Required Undrawn Availability" and "Undrawn
Availability" from Section 1.2 and inserting the following in lieu thereof:
"Required Undrawn Availability" shall mean $10,000,000.
"Undrawn Availability" shall mean, at any date, an amount equal to (a) the
Formula Amount minus (b) the sum of (i) the outstanding amount of Advances,
plus (ii) all amounts due and owing to Borrowers' trade creditors which are
60 days or more past due, plus (iii) fees and expenses for which Borrowers
are liable but which have not been paid or charged to Borrowers' Account.
3. 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.
4. Condition Precedent. The effectiveness of the amendment contained in
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Section 2 hereof is subject to Agent's receipt, for the benefit of Lenders, of
an amendment fee of $10,000 from Borrowers in immediately available funds.
5. Acknowledgments and Stipulations. Each Borrower acknowledges and
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stipulates that the Loan 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 Loan Agreement; and
the unpaid principal amount of the Revolving Advances on and as of the close of
business on April 5, 2000, totaled $51,765,616.84.
6. Representations and Warranties. Borrower represents and warrants 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 Loan Agreement are true and correct on and
as of the date hereof.
7. Breach of Amendment. This Amendment shall be part of the Loan Agreement
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and a breach of any of any representation, warranty or covenant herein shall
constitute an Event of Default.
8. Expenses of Agent and Lenders. Each Borrower agrees to pay, on demand,
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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 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.
9. Effectiveness; Governing Law. This Amendment shall be effective upon
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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.
10. Successors and Assigns. This Amendment shall be binding upon and inure
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to the benefit of the parties hereto and their respective successors and
assigns.
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 Loan 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 Loan
Agreement as herein modified shall continue in full force and effect.
12. 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.
13. 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 to the amendments set forth herein or any of the
transactions contemplated hereby.
14. 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.
15. 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.
16. Waiver of Jury Trial. To the fullest extent permitted by applicable
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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.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer
[CORPORATE SEAL]
REPTRON ELECTRONICS OF PA, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President and Chief
Financial Officer
LAKE SUPERIOR MERGER CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President and Chief
Financial Officer
HIBBING ELECTRONICS CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President and Chief
Financial Officer
REPTRON ACQUISITION, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President and Chief
Financial Officer
PNC BANK, NATIONAL ASSOCIATION, as
Lender and Agent
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇, Vice President
BANK OF AMERICA, N.A. f/k/a NationsBank,
N.A. , as Lendert
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President