EXHIBIT 10.16
FIFTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIFTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is entered into as of the 30th day of April, 2007 by and among the banks that
are or may from time to time become parties hereto (individually a "Bank" and
collectively, the "Banks"), LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (in its individual capacity, "LaSalle"), as agent ("Agent")
for the Banks, and SIGMATRON INTERNATIONAL, INC., a Delaware corporation (the
"Borrower").
WITNESSETH:
WHEREAS, Agent, the Banks and Borrower are parties to that certain Loan and
Security Agreement dated as of August 25, 1999 (the "Original Agreement"), as
amended by that certain Amendment to Loan and Security Agreement dated as of
August 31, 2000, that certain Forbearance Agreement and Second Amendment to Loan
and Security Agreement dated as of February 1, 2001, that certain Forbearance
Agreement and Third Amendment to Loan and Security Agreement dated as of May 31,
2001, that certain Forbearance Agreement and Fourth Amendment to Loan and
Security Agreement dated as of July 31, 2001, that certain Fifth Amendment to
Loan and Security Agreement dated as of November 30, 2001, that certain Sixth
Amendment to Loan and Security Agreement dated as of April 22, 2002, that
certain Seventh Amendment to Loan and Security Agreement dated as of October 16,
2002, that certain Eighth Amendment to Loan and Security Agreement dated as of
February 19, 2004, that certain Ninth Amendment to Loan and Security Agreement
dated as of March 11, 2005, that certain Tenth Amendment to Loan and Security
Agreement dated as of July 14, 2005, that certain Eleventh Amendment to Loan and
Security Agreement dated as of September 12, 2005, that certain Twelfth
Amendment to Loan and Security Agreement dated as of July 31, 2006, that certain
Thirteenth Amendment to Loan and Security Agreement dated as of October 20, 2006
and that certain Fourteenth Amendment to Loan and Security Agreement dated as of
January __, 2007 (the Original Agreement and all of the foregoing amendments are
collectively referred to as the "Agreement"); and
WHEREAS, the Borrower and the Banks have agreed to further amend the
Agreement to modify certain provisions of the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:
1. Incorporation of the Agreement. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the Agreement,
and the Agreement, to the extent not inconsistent with this Amendment, is
incorporated herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the amendments set forth in Paragraph 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and its provisions
shall be binding on the parties hereto.
2. Amendment of the Agreement.
(a) The definition of the terms "Leverage Ratio" "Maturity Date",
"Revolving Loan Borrowing Base" and "Revolving Note" appearing in Paragraph 1.1
of the Agreement are hereby amended and restated to read as follows:
"Leverage Ratio" means, as of any date, the ratio of (i) total
Liabilities to (ii) Tangible Net Worth, as determined in accordance with GAAP.
Maturity Date" means (i) September 30, 2009 with respect to all
Revolving Loans and (ii) June 30, 2011 with respect to the Term Loan.
"Revolving Loan Borrowing Base" means, as at any date of determination
thereof, an amount equal to the lesser of (i) the amount then available
under the Revolving Credit Commitment and (ii) an amount equal to the sum
of (A) eighty-five percent (85%) of the net amount of Eligible Accounts
Receivable outstanding at such date and (B) fifty percent (50%) (the
"Inventory Advance Rate") of Eligible Inventory at such date; provided,
however, that the aggregate amount of advances for Eligible Inventory under
the Revolving Credit Commitment shall not exceed $16,000,000 at any time.
"Revolving Note" means that certain Substitute Revolving Note dated as
of April 30, 2007 payable by Borrower to LaSalle Bank National Association
in the maximum principal amount of $32,000,000, as may be amended,
modified, substituted or restated from time to time, together with all
renewals and exchanges therefore.
(b) Paragraph 2.1 of the Agreement is hereby amended and restated to
read as follows:
2.1 Revolving Credit Commitment. On the terms and subject to the
conditions set forth in this Agreement, Bank agrees to make revolving
credit available and Letters of Credit available to Borrower from time to
time prior to the Termination Date with respect to Revolving Loans in such
aggregate amounts as Borrower may from time to time request but in no event
exceeding the maximum principal amount available of Thirty-Two Million
Dollars ($32,000,000) in the aggregate (the "Revolving Credit Commitment");
provided, however, that in no event shall the Revolving Credit Commitment
at any one time exceed the Revolving Loan Borrowing Base nor shall
outstanding Letters of Credit issued under the Revolving Credit Commitment
at any time exceed the Letter of Credit Limit. The Revolving Credit
Commitment shall be available to Borrower by means of Revolving Loans, it
being understood that Revolving Loans and Letters of Credit may be repaid
and used again during the period from the date hereof to and including the
Termination Date with respect to Revolving Loans, at which time the
Revolving Credit Commitment shall expire. The Revolving Credit may be
prepaid at any time without premium or penalty.
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(c) Paragraphs 11.2(f)(ii), (iv) and (v) of the Agreement are hereby
amended and restated to read as follows:
(ii) Maintain an Interest Coverage Ratio, tested quarterly at the end
of each fiscal quarter on a year to date basis, of at least 2.25:1.0.
(iv) Maintain a Leverage Ratio, tested quarterly at the end of each
fiscal quarter on a year to date basis, of not more than 2.15:1.00.
(v) Not permit the aggregate amount of Capital Expenditures to exceed
(i) $4,700,000 for the fiscal year ended April 30, 2007 and (ii) $3,250,000
for each fiscal year ended thereafter (in each case, excluding any Capital
Expenditures associated with Borrower's plant located in China).
(d) Exhibit A to the Agreement is hereby amended and restated with
Exhibit A attached hereto.
3. Representations and Warranties. The representations and warranties set
forth in the Agreement and all covenants set forth in the Agreement shall be
deemed remade and affirmed as of the date hereof by Borrower, except any and all
references to the Agreement in such representations, warranties and covenants
shall be deemed to include this Amendment. Borrower hereby expressly reaffirms,
reinstates and assumes (on the same basis as set forth in the Agreement) all of
the obligations and liabilities to the Agent as set forth in the Agreement and
this Amendment, and agrees to be bound by and abide by and operate and perform
under and pursuant to and comply fully with all of the terms, conditions,
provisions, agreements, representations, undertakings, warranties, guarantees,
indemnities, grants of security interest and covenants contained in the
Agreement. Borrower also acknowledges and reaffirms that the Agreement, as
amended by this Amendment, is in full force and effect and that no defenses
exist as of the date of this Amendment to Borrower's full compliance with the
Agreement, as amended by this Amendment. Borrower hereby acknowledges that the
security interests granted in the Agreement constitute a valid continuing first
Lien in and to the Collateral. Except as set forth herein, no Event of Default
has occurred and is continuing and no event has occurred and is continuing
which, with the lapse of time, the giving of notice, or both, would constitute
such an Event of Default under the Agreement.
4. Delivery of Documents/Information. Prior to entering into this
Amendment, Agent shall have received from the Borrower the following fully
executed documents, in form and substance satisfactory to Agent and each Bank,
and all of the transactions contemplated by each such document shall have been
consummated or each condition contemplated by each such document shall have been
satisfied:
(a) this Amendment;
(b) a Substitute Revolving Note in favor of LaSalle Bank; and
(c) such other document and certificates as Agent may request.
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5. Reference to the Effect on the Agreement.
(a) References. Upon the date of this Amendment and on and after the
date hereof, each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Agreement, as amended hereby.
(b) Ratification. As specifically modified above, the Agreement and
all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect, and are hereby
ratified and confirmed.
6. Representations and Warranties of the Borrower. Borrower hereby
represents and warrants to Agent and the Banks as of the date hereof as follows:
(a) The execution and delivery of this Amendment and the performance
by Borrower of its obligations hereunder are within Borrower's powers and
authority, have been duly authorized by all necessary corporate action and do
not and will not contravene or conflict with the Certificate of Incorporation or
By-laws of Borrower.
(b) The Agreement (as amended by this Amendment) and the Other
Agreements constitute legal, valid and binding obligations enforceable in
accordance with their terms by Agent and the Banks against Borrower, and
Borrower expressly reaffirms each of its obligations under the Agreement (as
amended by this Amendment) and each of the Other Agreements, including, without
limitation, Borrower's Liabilities. Borrower further expressly acknowledges and
agrees that Agent has a valid, duly perfected, first priority and fully
enforceable security interest in and lien against each item of Collateral except
as otherwise set forth in the Agreement. Borrower agrees that it shall not
dispute the validity or enforceability of the Agreement (as it was stated before
and after this Amendment) or any of the Other Agreements or any of its
respective obligations thereunder, or the validity, priority, enforceability or
extent of Agent's security interest in or lien against any item of Collateral,
in any judicial, administrative or other proceeding;
(c) No consent, order, qualification, validation, license, approval or
authorization of, or filing, recording, registration or declaration with, or
other action in respect of, any governmental body, authority, bureau or agency
or other Person is required in connection with the execution, delivery or
performance of, or the legality, validity, binding effect or enforceability of,
this Amendment; and
(d) The execution, delivery and performance of this Amendment by
Borrower does not and will not violate any law, governmental regulation,
judgment, order or decree applicable to Borrower and does not and will not
violate the provisions of, or constitute a default or any event of default
under, or result in the creation of any security interest or lien upon any
property of Borrower pursuant to, any indenture, mortgage, instrument, contract,
agreement or other undertaking to which Borrower is a party or is subject or by
which Borrower or any of its real or personal property may be bound.
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7. Releases; Indemnities.
(a) In further consideration of the Banks' execution of this
Amendment, Borrower, and on behalf of its successors, assigns, subsidiaries and
Affiliates, hereby forever releases Agent and each Bank and their respective
successors, assigns, parents, subsidiaries, Affiliates, officers, employees
directors, agents and attorneys (collectively, the "Releasees") from any and all
debts, claims, demands, liabilities, responsibilities, disputes, causes,
damages, actions and causes of action (whether at law or in equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated,
known or unknown, matured or unmatured, fixed or contingent (collectively,
"Claims"), that Borrower may have against the Releasees which arise from or
relate to any actions which the Releasees may have taken or omitted to take
prior to the date this Amendment was executed, including without limitation with
respect to Borrower's Liabilities, any Collateral, the Agreement, any Other
Agreement and any third parties liable in whole or in part for Borrower's
Liabilities. This provision shall survive and continue in full force and effect
whether or not Borrower shall satisfy all other provisions of this Amendment,
the Other Agreements or the Agreement, including payment in full of Borrower's
Liabilities.
(b) Borrower hereby agrees that its obligation to indemnify and hold
the Releasees harmless as set forth in Paragraph 7(a) of this Amendment shall
include an obligation to indemnify and hold the Releasees harmless with respect
to any and all liabilities, obligations, losses, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
incurred by the Releasees, or any of them, whether direct, indirect or
consequential, as a result of or arising from or relating to any proceeding by,
or on behalf of, any Person, including, without limitation, officers, directors,
agents, trustees, creditors, partners or shareholders of Borrower, whether
threatened or initiated, asserting any claim for legal or equitable remedy under
any statute, regulation or common law principle arising from or in connection
with the negotiation, preparation, execution, delivery, performance,
administration and enforcement of this Amendment or any other document executed
in connection herewith. The foregoing indemnity shall survive the payment in
full of the Borrower's Liabilities and the termination of this Amendment, the
Agreement and the Other Agreements.
8. Fees and Expenses. Borrower agrees to pay on demand all costs, fees and
expenses of or incurred by the Agent in connection with the evaluation,
negotiation, preparation, execution and delivery of this Amendment and the other
instruments and documents executed and delivered in connection with the
transactions described herein (including the filing or recording thereof),
including, but not limited to, the reasonable fees and expenses of counsel for
the Agent, search fees and taxes payable in connection with this Amendment and
any future amendments to the Agreement.
9. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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(FIFTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT SIGNATURE PAGE)
IN WITNESS WHEREOF, the parties hereto have duly executed this Fifteenth
Amendment to Loan and Security Agreement as of the date first above written.
SIGMATRON INTERNATIONAL, INC.
By: /s/ Linda K. Blake
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Its: Chief Financial Officer
LASALLE BANK NATIONAL ASSOCIATION,
for itself and as Agent
By: /s/ Christopher C. O'Hara
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Its: Senior Vice President