ex10_1.htm


    
      

    

    Exhibit
      10.1

     

    ELEVENTH
      AMENDMENT TO AMENDED AND RESTATED

    LOAN
      AND SECURITY AGREEMENT

     

    ELEVENTH
      AMENDMENT, dated as of July 31, 2007 to the Amended and Restated Loan and
      Security Agreement, dated as of May 22, 2000, among HWC Wire & Cable Company
      (formerly known as Houston Wire & Cable Company) (“Borrower”), the lenders
      named therein (“Lenders”) and Bank of America, N.A. (“Bank of America”) as
      successor-in-interest to Fleet Capital Corporation, as agent for said Lenders
      (Bank of America, in such capacity, “Agent”).  Said Amended and
      Restated Loan and Security Agreement, as amended by a certain First Amendment
      to
      Amended and Restated Loan and Security Agreement by and among Borrower, Lenders
      and Agent dated as of July 13, 2000, by a certain Second Amendment to Amended
      and Restated Loan and Security Agreement by and among Borrower, Lenders and
      Agent dated May 30, 2001, by a certain Third Amendment to Amended and
      Restated Loan and Security Agreement by and among Borrower, Lenders and Agent
      dated October 22, 2001, by a certain Fourth Amendment to Amended and
      Restated Loan and Security Agreement by and among Borrower, Lenders and Agent
      dated December 31, 2002, by a certain Fifth Amendment to Amended and Restated
      Loan and Security Agreement by and among Borrower, Lenders and Agent dated
      November 19, 2003, by a certain Sixth Amended to Amended and Restated Loan
      and
      Security Agreement dated as of May 26, 2005 by and among Borrower, Lenders
      and
      Agent, by a certain Seventh Amendment to Amended and Restated Loan and Security
      Agreement dated December 14, 2005 by and among Borrower, Agent and Lenders,
      by a
      certain Eighth Amendment to Amended and Restated Loan and Security Agreement
      dated December 30, 2005 by and among Borrower, Agent and Lenders, by a certain
      Ninth Amendment to Amended and Restated Loan and Security Agreement dated May
      23, 2006 by and among Borrower, Agent and Lenders and by a certain Tenth
      Amendment to Amended and Restated Loan and Security Agreement dated as of
      November 3, 2006 by and among Borrower, Agent and Lenders and as it may be
      further amended, is hereinafter referred to as the “Loan
      Agreement.”  The terms used herein and not otherwise defined shall
      have the meanings attributed to them in the Loan
      Agreement.  References to Agent and/or any Lender shall include
      Agent’s or such Lender’s predecessor(s)-in-interest.

     

    WHEREAS,
      Lenders, Agent and Borrower desire to make certain amendments and modifications
      to the Loan Agreement.

     

    NOW
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      contained and contained in the Loan Agreement, the parties hereto hereby agree
      as follows:

     

    1.          
       Additional Definitions.  The following definitions of
“Eleventh Amendment” and “Eleventh Amendment Effective Date” are hereby inserted
      into Exhibit A to the Loan Agreement.  The definition of “Fixed
      Charges” contained in Exhibit Q to the Loan Agreement is hereby deleted
      and the following is inserted in its stead:

     

    *      *      *

     

    “Fixed
      Charges– for any period of determination, the sum of (a) scheduled principal
      payments on Indebtedness for Money Borrowed (including the principal portion
      of
      scheduled payments of Capital Lease Obligations), (b) Interest Expense included
      in the determination of Consolidated Net Income, but excluding any interest
      paid
      in kind, with respect to Indebtedness for Money Borrowed and (c) Distributions
      paid in cash within such period.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    *      *      *

     

    Eleventh
      Amendment– that certain Eleventh Amendment to Amended and Restated Loan and
      Security Agreement dated as of July 31, 2007 by and among Borrower, Agent and
      Lenders.

     

    *      *      *

     

    Eleventh
      Amendment Effective Date– the date on which the conditions precedent to the
      effectiveness of the Eleventh Amendment are satisfied.”

     

    2.            
      Distribution.  Subsection 8.2.7 of the Loan Agreement is hereby
      deleted and the following is inserted in its stead:

     

    “8.2.7  Distributions.  Declare
      or make, or permit any Subsidiary of Borrower to declare or make, any
      Distributions, except that:

     

    (a)           Subsidiaries
      of Borrower may make Distributions to Borrower with respect to their common
      Stock;

     

    (b)           Borrower
      may pay dividends to Guarantor in an amount sufficient to maintain the corporate
      existence of Guarantor, to pay income taxes and to pay the reasonable
      out-of-pocket expenses of Guarantor and audit fees and expenses, not to exceed
      $100,000 per annum in the aggregate;

     

    (c)           Borrower
      may pay dividends to Guarantor for further distribution to its stockholders
      in
      an amount not to exceed the lesser of (x) income taxes on phantom income
      incurred on the issuance of payment-in-kind notes with respect to the Guarantor
      Subordinated Debt or (y) $125,000 per year;

     

    (d)           Borrower
      may pay dividends to Guarantor of up to $100,000 in each Fiscal Year to
      repurchase the capital stock of employees who die or terminate their employment
      with Borrower; and

     

    (e)           Borrower
      may make Distributions to Guarantor to permit Guarantor to pay dividends on,
      or
      make repurchases of, Guarantor’s common Stock so long as after giving effect to
      any such Distribution, (i) no Event of Default shall have occurred and is
      continuing, (ii) the aggregate amount of all such Distributions made within
      the
      most recently ended twelve month period plus the amount of the proposed
      Distribution does not exceed fifty percent (50%) of Borrower’s Consolidated Net
      Income for the most recently ended twelve month period, and (iii) if at any
      time
      within the 90 days immediately prior to the date of such Distribution or after
      giving effect to such Distribution, Availability was or will be less than
      $10,000,000, Borrower’s Fixed Charge Coverage Ratio for the most recently ended
      twelve month period, computed on a pro forma basis on the assumption that the
      proposed Distribution was made within such twelve month period, equaled or
      exceeded 1.10 to 1.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    3.            
      Financial Covenant.  Exhibit O to the Loan Agreement is
      hereby deleted and Exhibit O attached to this Eleventh Amendment is
      hereby inserted in its stead.  The financial covenant contained in
Exhibit Q to the Loan Agreement is hereby deleted and the following is
      inserted in its stead:

     

    “EXHIBIT
      Q

     

    FINANCIAL
      COVENANTS

     

    *     *      *

     

    COVENANT

     

    Fixed
      Charge Coverage Ratio- If Availability at any time within the most recently
      ended 90 day period is less than Ten Million Dollars ($10,000,000), Borrower
      shall not permit the Fixed Charge Coverage Ratio for the most recently ended
      twelve month period ending on a March 31, June 30, September 30 or December
      31
      to be less than 1.10 to 1.”

     

    4.            
      Conditions Precedent.  This Eleventh Amendment shall become
      effective upon receipt by Agent of a copy of this Eleventh Amendment, duly
      executed by Borrower, Guarantor, Agent and each Lender.

     

    5.            
      Continuing Effect.  Except as otherwise specifically set out
      herein, the provisions of the Loan Agreement shall remain in full force and
      effect.

     

    6.            
      Governing Law.  This Eleventh Amendment and the obligations
      arising hereunder shall be governed by, and construed and enforced in accordance
      with, the laws of the State of Illinois applicable to contracts made and
      performed in such state, without regard to the principles thereof regarding
      conflict of laws.

     

    7.           
       Counterparts.  This Eleventh Amendment may be executed in
      any number of separate counterparts, each of which shall, collectively and
      separately, constitute one agreement.

     

    (Signature
      Page Follows)


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (Signature
      Page to Eleventh Amendment to Amended and Restated

    Loan
      and Security Agreement)

     

    IN
      WITNESS WHEREOF, this Eleventh Amendment has been duly executed as of the first
      day written above.

     

    


    
      	
              HWC
                WIRE & CABLE COMPANY, 

            	 	
              HOUSTON
                WIRE & CABLE COMPANY, 

            
	
              as
                Borrower 

            	 	
              as
                Guarantor 

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Nicol G. Graham

            	 	
              By:

            	
              /s/
                Charles Sorrentino

            
	
              Name: 
                

            	
              Nicol
                G. Graham

            	 	
              Name: 
                

            	
              Charles
                Sorrentino

            
	
              Title:

            	
              VP
                & CFO

            	 	
              Title:

            	
              President
                & CEO

            
	 	 	 	 	 
	
              THE
                CIT GROUP/BUSINESS CREDIT, INC., 

            	 	
              BANK
                OF AMERICA, N.A., 

            
	
              as
                a Lender 

            	 	
              as
                Agent and a Lender 

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Chad Ramsey

            	 	
              By:

            	
              /s/
                Brian J. Wright

            
	
              Name: 
                

            	
              Chad
                Ramsey

            	 	
              Name: 
                

            	
              Brian
                J. Wright

            
	
              Title:

            	
              Vice
                President

            	 	
              Title:

            	
              Senior
                Vice President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

     

    COMPLIANCE
      CERTIFICATE

     

    [Letterhead
      of Borrower]

    

      
        	 	
                __________,
                  200_

              


      



    
      	  
              	 
	  
              	 
	  
              	 
	  
              	 


    

     

    The
      undersigned, the chief financial officer of HWC Wire & Cable Company, a
      Delaware corporation (“Borrower”), gives this certificate to Bank of America,
      N.A. in accordance with the requirements of Section 8.1.2 of that certain
      Loan and Security Agreement dated May 22, 2000, among Borrower, the lender
      signatories thereto (“Lenders”) and Bank of America, N.A. (“Bank of America”), a
      national banking association, as successor-in-interest to Fleet Capital
      Corporation, as agent for such Lenders (Bank of America, in such capacity,
      “Agent”).  Capitalized terms used in this Certificate, unless
      otherwise defined herein, shall have the meanings ascribed to them in the Loan
      Agreement.

     

    1.            
      Based upon my review of the balance sheets and statements of income of Borrower
      for the [fiscal year] [monthly
      period] ending __________, 200_, copies of which are attached
      hereto, I hereby certify that:

     

    (a)           Availability
      for each day of the 30 day period ending __________ was [never]
      less than $10,000,000;

     

    (b)           Fixed
      Charge Coverage Ratio for the period between ___________ and _________ is______
      to 1 (if applicable);

     

    (c)           Capital
      Expenditures during the period and for the fiscal year to date total $__________
      and $__________, respectively.

     

    2.            
      No Default exists on the date hereof, other
      than:  __________________________________________________________
[if none, so state]; and

     

    3.           
       No Event of Default exists on the date hereof, other than
      ________________________________________________________ [if
      none, so state].

     

    
      	 	 	
              Very
                truly yours,

            
	 	 	 
	 	 	 
	 	 	
              Chief
                Financial Officer

            


    

     

     

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