ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment") is dated as
of the Effective Date set forth below and is entered into by and between THE CIT
GROUP/BUSINESS CREDIT, INC. (the "Assignor") and BANK OF AMERICA, N.A. (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as it may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, letters of credit and
swingline loans) (the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and the Credit Agreement, without representation or warranty by the Assignor.
1. Assignor: THE CIT GROUP/BUSINESS
CREDIT, INC.
2. Assignee: BANK OF AMERICA, N.A.
3. Borrower(s): JACO ELECTRONICS, INC.
and INTERFACE ELECTRONICS CORP.
4. Administrative Agent: THE CIT
GROUP/BUSINESS CREDIT, INC., as the
administrative agent under the
Credit Agreement
5. Credit Agreement: The $55,000,000 Credit Agreement dated as of December
22,2006 by and among JACO ELECTRONICS, INC.and INTERFACE ELECTRONICS CORP.
(collectively, the "Borrowers"), each of the Lenders party thereto, and THE
CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent, Collateral Agent,
Documentation Agent and Syndication Agent.
6. Assigned Interest: $25,000,000
Aggregate Amount of Amount of
Commitment/ Loans for Commitment/Loans Percentage Assigned of
Facility Assigned all Lenders Assigned Commitment/ Loans
----------------- ----------- -------- -----------------------
Revolving Commitment $55,000,000 $25,000,000 45.4545454545%
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Effective Date: January 23, 2007
7. Notice and Wire Instructions:
THE CIT GROUP/BUSINESS CREDIT, INC. BANK OF AMERICA, N.A.
Notices: Notices:
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The CIT Group/Business Credit, Inc. Bank of America
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No: (▇▇▇)-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ E-mail:
▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
with copy to:
CIT Business Capital
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Wire Instructions:
-----------------
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Bank of America
Facsimile No: 212 771-1759 Hartford, Connecticut
E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ABA# ▇▇▇▇▇▇▇▇▇
Acct.# ▇▇▇-▇▇▇-▇▇▇▇
Wire Instructions: BABC NE Collections
Reference: Jaco Electronics
The terms set forth in this Assignment are hereby agreed to:
ASSIGNOR
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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ASSIGNEE
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
Title: Senior Vice President
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Consented to and Accepted:
THE CIT GROUP/BUSINESS CREDIT, INC., as
Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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Consented to:
JACO ELECTRONICS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: CFO, EVP
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ANNEX 1
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT
1. Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the
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Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance
or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i)
any statements, warranties or representations made in or in connection with any Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other instrument or document
delivered pursuant thereto, other than this Assignment (herein collectively the "Credit
Documents"), or any collateral thereunder, (iii) the financial condition of the Company,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document.
1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has
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taken all action necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii)
it is a Person eligible to be assigned a Loan pursuant to Section 9.05 of the Credit
Agreement (an "Eligible Assignee"), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy
of the Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment
and to purchase the Assigned Interest on the basis of which it has made such analysis and
decision, and (v) if it is a Non-US Lender, attached to the Assignment is any
documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at that
time, continue to make its own credit decisions in taking or not taking action under the
Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it
as a Lender.
2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after
the Effective Date.
3. General Provisions. This Assignment shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts,
which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment by telecopy shall be
effective as delivery of a manually executed counterpart of this
Assignment. This Assignment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without
regard to conflict of laws principles thereof.