EXHIBIT
10.1
SECOND
AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This
Second Amendment To Amended and Restated Loan And Security
Agreement (this “ Amendment ”) dated as of
February 17, 2009, is entered into by and among Bell Microproducts
Inc., a California corporation (“ Administrative
Borrower ”), Bell Microproducts – Future Tech,
Inc., a California corporation (“ Future Tech
”), Rorke Data, Inc., a Minnesota corporation (“
Rorke ”), Bell Microproducts Canada – Tenex Data
ULC, a Nova Scotia unlimited liability company (“
Tenex ”), Total Tec Systems, Inc., a New Jersey
corporation (“ Total Tec ”), Forefront Graphics
US Inc., an Ontario corporation (“ Forefront ”
and together with Administrative Borrower, Future-Tech, Rorke,
Tenex and Total Tec, individually, a “ Borrower
” and collectively, “ Borrowers ”), Bell
Microproducts Canada Inc., a California corporation (“
Bell Micro Canada ”), Bell Microproducts Mexico
Shareholder, LLC, a Florida limited liability company (“
Mexico Shareholder ” and together with Bell Micro
Canada, collectively, “ Guarantors ”), Wachovia
Capital Finance Corporation (Western), in its capacity as
administrative agent for the financial institutions from time to
time parties to the Loan Agreement (as defined below) as lenders
(each individually, a “ Lender ” and
collectively, “ Lenders ”) (in such capacity,
“ Agent ”), and Required Lenders (as defined in
the Loan Agreement), with reference to the following
facts:
RECITALS
A. Lenders
are extending various secured financial accommodations to Borrowers
upon the terms of that certain Amended and Restated Loan and
Security Agreement dated as of September 29, 2008 among Borrowers,
Guarantors, Lenders, Wachovia Capital Markets, LLC in its capacity
as lead arranger and sole bookrunner, Agent and Bank of America,
N.A., in its capacity as co-agent, as amended by that certain First
Amendment to Amended and Restated Loan and Security Agreement dated
as of November 10, 2008 (the “ Loan Agreement
”).
B. Borrowers,
Guarantors, Required Lenders and Agent now desire to amend the Loan
Agreement upon the terms and conditions set forth
herein.
AMENDMENT
NOW
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged by each party hereto, Borrowers, Guarantors,
Required Lenders and Agent hereby agree as follows:
1.
Defined Terms . Unless otherwise specified
herein, any capitalized terms defined in the Loan Agreement shall
have the same respective meanings as used herein.
2.
Amendments to Loan Agreement .
(a)
Interest Rate . Clause (a) of the definition of
“Interest Rate” in Section 1.75 of the Loan Agreement
is hereby amended and restated to read in its entirety as
follows:
“(a) Subject
to clause (b) below, (i) as to Prime Rate Loans, a rate per annum
equal to the greater of (A) five percent (5.0%) or (B) the
applicable Prime Rate Margin plus the Prime Rate, and (ii) as
to Eurodollar Rate Loans, a rate per annum equal to the greater of
(A) five percent (5.0%) or (B) the applicable Eurodollar Rate
Margin plus the Adjusted Eurodollar Rate (based on the London
Interbank Offered Rate applicable for the Interest Period selected
by a Borrower (or on its behalf by Administrative Borrower) as in
effect three (3) Business Days after the date of receipt by Agent
of the request by or on behalf of such Borrower for such Eurodollar
Rate Loans in accordance with the terms hereof, whether such rate
is higher or lower than any rate previously quoted to such Borrower
or Administrative Borrower).”
(b)
Inventory Appraisals . The following is hereby
added at the end of Section 7.3(d) of the Loan
Agreement:
“In
addition to the foregoing appraisals, Borrowers shall, at their
expense, deliver or cause to be delivered to Agent desktop
appraisals as to Inventory in form, scope and methodology
acceptable to Agent in its sole discretion, on a monthly basis
through and including December 2009 and, if requested by Agent in
its sole discretion, on a monthly basis thereafter; provided
, however , that if Borrowers furnish Agent with a full
appraisal as to Inventory pursuant to the foregoing provisions for
any month, a desktop appraisal as to Inventory will not be required
for such month.”
(c)
Financial Statements . The proviso at the end of
the first sentence in Section 9.6(a) of the Loan Agreement is
hereby amended and restated to read in its entirety as
follows:
“
provided , that , notwithstanding anything contained
in this Section 9.6(a) to the contrary, Borrowers hereby
agree that they shall deliver the audited consolidated financial
statements and associated documentation that would otherwise be
required under Clause (iii) above for the 2007 and 2008
fiscal years, on or before June 30, 2009, and the Agent and Lenders
agree that the failure of Borrowers to deliver any such audited
consolidated financial statements and associated documentation
prior to June 30, 2009 sha
