1
EXHIBIT 10.20.1
AMENDMENT NO. 1
to
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of November 6, 1997 among
EFTC Corporation (the "Borrower"), the banks listed on the signature pages
hereof (each a "Bank") and Bank One, Colorado, N.A., as Agent (the "Agent").
W I T N E S S E T H:
-------------------
WHEREAS, the Borrower, the Banks and the Agent are parties to the Credit
Agreement dated as of September 30, 1997 (the "Credit Agreement") (capitalized
terms used and not otherwise defined herein shall have the meanings ascribed
thereto in the Credit Agreement); and
WHEREAS, the Borrower has requested, and the Banks and the Agent have
agreed to, the amendments to the Credit Agreement more fully set forth herein;
and
WHEREAS, such amendments shall be of benefit, either directly or
indirectly, to the Borrower;
NOW THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Amendments. Upon and after the Amendment Effective Date (as defined
in Section 3 below):
(a) Section 1.1 of the Credit Agreement shall be amended by restating the
defined term "EBITDA" as follows:
"EBITDA" means, with respect to the Borrower on a consolidated
basis, in a twelve-month period, an amount equal to earnings
(determined in accordance with GAAP) before deduction of interest
expenses, taxes, depreciation expenses, and amortization, provided,
however that for purposes of calculating the financial convenants in
Section 5.2 during the twelve (12) month period following the
Effective Date, EBITDA shall be calculated by also taking into
account during the relevant period, without duplication, (v) the
results of operations of Circuit Test and Current Electronics
determined in accordance with the financial
2
statements of Circuit Test and Current Electronics as provided to the
Agent, (w) the amount imputed to the Allied Signal Acquisition
described on the Compliance Certificate to be furnished under Section
5.1(b)(iv), (x) acquisition charges arising out of the acquisition of
Current Electronics and the CTI Acquisitions in the amount of
$286,000 for the Fiscal Quarter ended March 31, 1997 and $5,108,373
for the Fiscal Quarter ended September 30, 1997, (y) non-cash charges
arising out of the acquisition of Current Electronics and the CTI
Acquisitions in the amount of $611,000 for the Fiscal Quarter ended
March 31, 1997 and $2,137,225 for the Fiscal Quarter ended September
30, 1997, and (z) the results of operations of any other acquired
Person as determined in accordance with the financial statements of
any such Person for such period as provided to the Agent. Operations
of such acquired Person shall be treated as if it had been a
Subsidiary of the Borrower for the preceding four fiscal quarters.
(b) Exhibit B-5, Form of Compliance Certificate is amended by restating
Appendix II, Section A in accordance with the attached Schedule A.
2. Representations and Warranties. In order to induce the Banks to
agree to amend the Credit Agreement, the Borrower makes the following
representations and warranties, which shall survive the execution and delivery
of this Amendment:
(a) As of the date first referenced above, no Default will exist
immediately after giving effect to the amendments contained herein; and
(b) Each of the representations and warranties set forth in Article IV
of the Credit Agreement are true and correct as though such representations
and warranties were made at and as of the Amendment Effective Date, except
to the extent that any such representations or warranties are made as of a
specified date or with respect to a specified period of time, in which case
such representations and warranties shall be made as of such specified date
or with respect to such specified period. Each of the representations and
warranties made under the Credit Agreement shall survive to the extent
provided therein and not be waived by execution and delivery of this
Amendment.
3. Effectiveness. The amendments to the Credit Agreement contained
in Section 1 of this Amendment shall become effective as of the date first
referenced above after the Agent shall have received this Amendment, executed
and delivered by the Borrower, the Agent and the Required Banks (the "Amendment
Effective Date").
4. Payment of Expenses. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by the Agent in connection with the
preparation, execution and delivery of this Amendment and any other documents or
instruments which may be delivered in connection herewith, including, without
limitation, the reasonable fees and expenses of Xxxxx, Xxxxxx & Xxxxxx LLP,
counsel for the Agent.
5. Counterparts. This Amendment may be executed in counterparts and
by different
3
parties hereto in separate counterparts, each of which, when so executed
and delivered, shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same instrument.
6. Ratification. The Credit Agreement, as amended by this Amendment, is
and shall continue to be in full force and effect and is hereby in all respects
confirmed, approved and ratified.
7. Governing Law. The rights and duties of the Borrower, the Banks and
the Agent under this Amendment shall be governed by the law of the State of
Colorado.
8. Reference to Credit Agreement. From and after the Amendment
Effective Date, each reference in the Credit Agreement to "this Credit
Agreement", "hereof", "hereunder" or words of like import, and all references
to the Credit Agreement in any and all agreements, instruments, documents,
notes, certificates and other writings of every kind and nature, shall be
deemed to mean the Credit Agreement as modified and amended by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.
EFTC CORPORATION
By:
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
BANK ONE, COLORADO, N.A., as Agent and Bank
By:
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
NATIONAL BANK OF CANADA
By:
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By:
--------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By:
--------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
MITSUI CAPITAL LEASING CORPORATION
By:
--------------------------------
Name: R. Xxxxx Xxxxxx
Title: Senior Vice President
4
SCHEDULE A
APPENDIX II
to the Compliance Certificate
A. FINANCIAL CONVENANTS AND RATIO CALCULATIONS PURSUANT TO SECTION 5.2(a) OF
THE CREDIT AGREEMENT:
All calculations are made in accordance with the provisions of the Credit
Agreement and based on the Financial Statements of Borrower on a consolidated
basis for the period ending ___________. Capitalized terms have the meanings
ascribed to them in the Credit Agreement.
Attached hereto as Exhibit I is a calculation of EBITDA as defined in the Credit
Agreement for purposes of calculating the following financial covenants.
Earnings imputed to the Allied Signal Acquisition shall be
9-30-97 $4,239,514
12-31-97 $3,239,514
3-31-98 $2,239,514
6-30-98 $1,239,514
1. MAINTAIN SENIOR DEBT TO EBITDA RATIO IN ACCORDANCE WITH SECTION 5.2(a)(i)
OF THE CREDIT AGREEMENT.
(a) Senior Debt (excluding subordinated Debt) $
(b) EBITDA $
(c) Senior Debt to EBITDA (a)/(b)
(d) In compliance, ___ Yes. ___ No. If no, comment on any mitigating
factors and date for returning to compliance.
2. MAINTAIN TOTAL DEBT TO EBITDA RATIO IN ACCORDANCE WITH SECTION 5.2(a)(ii)
OF THE CREDIT AGREEMENT.
(a) Total Debt $____________
(b) EBITDA $____________
(c) Total Debt to EBITDA $____________
(d) In compliance, ___ Yes. ____ No. If, no, comment on any mitigating
factors and date for returning to compliance.
-----------------------------------------------------------------------
-----------------------------------------------------------------------
3. MAINTAIN A MINIMUM TRAILING FOUR QUARTER EBITDA TO FIXED CHARGE COVERAGE
RATIO IN
5
ACCORDANCE WITH SECTION 5.2(a)(iii) OF THE CREDIT AGREEMENT.
(a) EBITDA $
(b) CMLTD $
(c) Interest Expense in past 12 months $
(d) Fixed Charge in past 12 months (b)+(c) $
-------------------
(e) Fixed Charge Coverage Ratio (a)/(d) $
(f) In compliance, __ Yes, __ No, If no, comment on any mitigating factors
and date for returning to compliance.
4. MAINTAIN EBITDA TO INTEREST EXPENSE IN ACCORDANCE WITH SECTION 5.2(2)(iv)
OF THE CREDIT AGREEMENT.
(a) EBITDA $
(b) Interest Expense in past 12 months $
(c) EBITDA to Interest Expense Ratio (a)/(b)
(d) In compliance, __ Yes, __ No, If no, comment on any mitigating factors
and date for returning to compliance.
--------------------------------------------------------------------
--------------------------------------------------------------------
5. MAINTAIN MINIMUM NET WORTH EQUAL TO $26,613,000, PLUS 75% OF CUMULATIVE
FYE NET INCOME FOR FYE 1997 AND THEREAFTER IN ACCORDANCE WITH SECTION 5.2(a)(v)
OF THE CREDIT AGREEMENT.
(a) Net Worth of $26,613,000 xx 00-00-00
(b) Cumulative Net Income for FYE 1997 and thereafter $
(c) 75% of cumulative Net Income, (b) x 75%= $
(d) Minimum Required Net Worth, (a) + (c)= $
(e) Actual Net Worth
(f) In compliance, __ Yes, __ No, If no, comment on any mitigating factors
and date for returning to compliance.
6. IN ACCORDANCE WITH SECTION 5.2(a)(vi) OF THE CREDIT AGREEMENT, ANNUAL
CAPITAL EXPENDITURES SHALL BE LESS THAN
FYE 1998 $8,500,000
6
FYE 1999 $7,250,000
FYE 2000 $6,500,000
FYE 2001 $7,750,000
(a) Fiscal year end Capital Expenditures for FYE ____ $
(b) In compliance, __ Yes, __ No, If no, comment on any mitigating factors
and date for returning to compliance.
7. THERE ARE NO CHANGES IN THE EMPLOYMENT STATUS WITH THE BORROWER OR ITS
SUBSIDIARIES OF XXXX XXXXXXXX, XXXXX X. XXXXXXXX, XX. OR XXXXXX FULENDORF OTHER
THAN THE FOLLOWING:
B: ATTACHMENTS: (Check below those items which are attached.)
Form 10Q or Form 10K (as applicable)
---
Annual Audited Statement (annually-within 90 days of FYE)
---
Rolling 3 year operating plan (annually within 90 days FYE)
---
Other, describe
---
C: CERTIFICATION:
The Borrower certifies to Bank One, Colorado, N.A., as Agent that:
i. there is no Default or Event of Default; and,
ii. all financial reports supporting and accompanying this Compliance
Certificate (including, but not limited to schedules) are true and
accurate as of of the Computation Date.
Signed: Date:
Authorized Signatory
Title
