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EXHIBIT 10.5(c)
AMENDMENT NO. 1 TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
AND CORPORATE GUARANTEE AGREEMENT
as of August 28, 1996
Firstar Bank Milwaukee, N.A.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Bank One, Milwaukee, NA
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
Each of Electronic Assembly Corporation, a Wisconsin
corporation (the "Company"), and Plexus Corp., a Wisconsin corporation
("Plexus"), hereby agrees with you as follows:
1. Definitions. Reference is made to the Amended and
Restated Revolving Credit Agreement dated as of March 18, 1996 (the "Loan
Agreement") between the Company and each of you, pursuant to which the Company
has issued its promissory notes to each of you, each dated as of March 18, 1996
(the "Existing Notes"), in an aggregate principal amount equal to $55,000,000.
Further reference is made to the Amended and Restated Corporate Guarantee
Agreement dated of March 18, 1996 (the "Plexus Guarantee") made by Plexus in
favor of the Banks with respect the obligations of the Company under the Loan
Agreement. All capitalized terms used and not otherwise defined herein shall
have the meanings given to such terms by the Loan Agreement as supplemented and
amended hereby.
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 2
2. Decrease in Credit; Other Changes. The Company and
Plexus request that you agree to (i) decrease the aggregate amount of credit
available to the Company under the Loan Agreement from $55,000,000 to
$40,000,000, and (ii) make certain changes to the interest rate pricing option
provisions, covenants and other terms and conditions of the Loan Agreement and
the Plexus Guarantee. In connection with such credit reduction, the Company
and the Banks have agreed that all outstanding principal and accrued interest
on the Existing Note held by LaSalle National Bank (the "LaSalle Note"),
together with all fees and other amounts due LaSalle National Bank under the
Loan Agreement, shall be paid in full on the date hereof, and that effective
upon such payment LaSalle National Bank shall no longer be a party to the Loan
Agreement.
3. New Notes. Any additional loans made pursuant to the
Loan Agreement, together with the unpaid balances of the Existing Notes (other
than the LaSalle Note which shall be paid in full), shall be evidenced by new
promissory notes of the Company in the form of Exhibit A annexed hereto (the
"New Notes") to be dated the date hereof in the principal amounts of the
respective Commitments set forth in section 4(d) below. The New Notes shall be
executed by the Company and delivered to each of the remaining Banks against
return of their Existing Notes to the Company. Accrued interest on such
Existing Notes outstanding on the date of issuance of the New Notes shall be
included in the interest due on the New Notes issued in replacement of such
Existing Notes on the first interest payment date specified therein.
4. Amendments to Loan Agreement. Upon the execution and
delivery of the New Notes and the payment in full of the LaSalle Note as
provided below, and subject to all of the terms and conditions hereof, the Loan
Agreement shall be amended as of the date hereof as follows:
(a) All references in the Loan Agreement to the
Notes issued thereunder and the loans evidenced thereby shall refer to
the New Notes issued hereunder and the loans evidenced thereby
(including the unpaid balances of the Existing Notes after giving
effect to the transactions contemplated by this Amendment).
(b) All references to the Loan Agreement in the
Loan Agreement and the other agreements relating
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 3
thereto shall refer to the Loan Agreement as amended hereby.
(c) The first paragraph of the Loan Agreement is
amended by deleting the reference therein to LaSalle National Bank, a
national banking association. All references to the "Banks" or the
"Creditor" in the Loan Agreement and the other agreements relating
thereto shall be deemed to refer only to Firstar Bank Milwaukee, N.A.,
Xxxxxx Trust and Savings Bank, and Bank One, Milwaukee, NA.
(d) The table set forth in Section 1.8 of the
Loan Agreement (Commitment) shall be amended to read in its entirety
as follows:
Bank Percentage Interest Commitment
---- ------------------- ----------
Firstar Bank 45% $18,000,000
Milwaukee, X.X.
Xxxxxx Trust and 37.5% $15,000,000
Savings Bank
Bank One, 17.5% $ 7,000,000
Milwaukee, NA
Total 100% $40,000,000
==== ===========
(e) The reference to $55,000,000 in clause (i) of
Section 1.23 of the Loan Agreement (Maximum Amount of Credit) is
amended to $40,000,000.
(f) Section 2.3(b) of the Loan Agreement
(Interest Calculation - Applicable Rate) is amended by deleting the
word "monthly" where it appears in clause (ii) thereof.
(g) The table set forth in Section 2.3(b) of the
Loan Agreement (Interest Calculation - Applicable Rate) is amended to
read in its entirety as follows:
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 4
Consolidated Debt
to Worth Ratio LIBOR Rate Spread Prime Rate Spread
----------------- ----------------- -----------------
greater than or 2.0% 0.25%
equal to 2.00 to 1
less than 2.00 to 1 1.5% 0%
but greater than or
equal to 1.5 to 1
less than 1.5 to 1 1.25% (0.25%)
but greater than or
equal to 1.25 to 1
less than 1.25 to 1 1.0% (0.25%)
but greater than or
equal to 1.00 to 1
less than 1.00 to 1 0.875% (0.25%)
(h) The first sentence of Section 2.4 of the Loan
Agreement (Commitment Fee) is amended to read in its entirety as
follows:
"The Company will pay, with respect to each Note, a commitment
fee of one-eighth of one percent (1/8%), on a per annum basis,
as to the unused portion of the Commitment represented by such
Note during the period from the date of this Agreement to the
date on which the Commitment is terminated and the entire
amount of principal of and interest due on such Note is paid
in full."
(i) Section 6.6 of the Loan Agreement (Fixed
Asset Expenditures) is deleted in its entirety.
(j) Section 10.7 of the Loan Agreement (Notices)
is amended by deleting the name and address of LaSalle National Bank.
5. Amendments to Plexus Guarantee. Upon the execution
and delivery of the New Notes and the payment in full of the
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 5
LaSalle Note as provided below, and subject to all of the terms and conditions
hereof, the Plexus Guarantee shall be amended as of the date hereof as follows:
(a) All references to the Plexus Guarantee in the
Loan Agreement and the other agreements relating thereto shall refer
to the Plexus Guarantee as amended hereby.
(b) Paragraph A of the Recitals to the Plexus
Guarantee is amended by deleting the reference therein to LaSalle
National Bank.
(c) Section 7(a) of the Plexus Guarantee is
amended to read in its entirety as follows:
"(a) Consolidated Tangible Net Worth.
Maintain at all times Consolidated Tangible Net Worth of not
less than $37,500,000."
(d) Section 7(h)(i) of the Plexus Guarantee is
hereby amended to read in its entirety as follows:
"(i) Within 45 days after the end of each
of the first three fiscal quarters in each
fiscal year, consolidated and consolidating
balance sheets for the Guarantor as of the
end of such quarter and consolidated and
consolidating statements of income of the
Guarantor for such quarter and for that part
of the fiscal year ending with such quarter,
all in reasonable detail and certified as
true and correct, subject to review and
normal year-end adjustments, by the chief
financial officer or chief operating officer
of the Guarantor;"
6. Representations and Warranties. The Company repeats
and reaffirms the representations and warranties set forth in Section 3 of the
Loan Agreement as of the date hereof. The Company also represents and warrants
that the execution, delivery and performance of this Amendment are within the
corporate powers of the Company, have been duly authorized by all necessary
corporate action and do not and will not (i) violate any provision of the
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 6
articles of incorporation or by-laws of the Company or of any law, rule,
regulation, order or judgment presently in effect having applicability to the
Company; (ii) require the consent or approval of, or filing or registration
with, any governmental body, agency or authority; or (iii) result in any breach
of or constitute a default under any indenture or other agreement or instrument
under which the Company or any Subsidiary is a party or by which it or its
properties may be bound or affected.
7. Payment of LaSalle National Bank; Adjustment of
Interests, etc. On the date of this Amendment, the Company shall pay to
LaSalle National Bank the aggregate amount of $2,797,787.79, representing the
sum of $2,781,200 in respect of unpaid principal of the LaSalle Note,
$14,919.98 in respect of accrued and unpaid interest on the LaSalle Note, and
$1,667.81 in respect of accrued and unpaid fees and expenses under the Loan
Agreement. Upon receipt by LaSalle National Bank of such payment, (i) LaSalle
National Bank shall be eliminated as a party to the Loan Agreement, (ii) each
of you (other than LaSalle National Bank) will make such adjustments among
yourselves as are necessary so that after giving effect to such adjustments,
the Percentage Interest of each of you in the loans outstanding under the Loan
Agreement will be the Percentage Interest set forth under Section 1.8 of the
Loan Agreement as amended hereby, and (iii) all debts and obligations of the
Company and the Guarantors to LaSalle National Bank shall be satisfied in full
and LaSalle National Bank shall no longer have any rights or obligations under
the Loan Agreement or any of the agreements relating thereto.
8. Conditions. Without limiting any of the other terms
of the Loan Agreement as amended hereby, this Amendment shall not become
effective, and the Banks shall not be required to make any further loans to the
Company unless and until:
(a) No Default or Event of Default shall have
occurred and be continuing and neither the business nor the assets nor
the financial condition of the Company or any Guarantor shall have
been materially adversely affected as the result of any event or
development since September 30, 1995; and
(b) All proceedings taken in connection with the
transactions contemplated by this Amendment and all
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 7
instruments, authorizations and other documents applicable thereto
shall be satisfactory in form and substance in the reasonable opinion
of the Banks and their counsel.
9. Confirmation of Loan Agreement, etc. Except as
expressly provided above, the Loan Agreement and the other agreements related
thereto shall remain in full force and effect.
10. Fees and Expenses. The Company shall be responsible
for the payment of all fees and out-of-pocket disbursements reasonably incurred
by the Banks in connection with the preparation, execution, delivery,
administration and enforcement of this Amendment including without limitation
the reasonable fees and disbursements of counsel for the Banks, whether or not
any transaction contemplated by this Amendment is consummated.
11. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws (other than the conflict of laws
rules) of the State of Wisconsin.
12. Counterparts. This Amendment may be signed in any
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument.
If the foregoing is satisfactory to you, please sign the form
of acceptance below and return a signed counterpart hereof to us.
Very truly yours,
ELECTRONIC ASSEMBLY CORPORATION
By:
------------------------------------
Title:
---------------------------------
PLEXUS CORP.
By:
------------------------------------
Title:
---------------------------------
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 8
Agreed to as of the date first above written.
FIRSTAR BANK MILWAUKEE, N.A.
By:
------------------------------------
Title:
--------------------------------
XXXXXX TRUST AND SAVINGS BANK
By:
------------------------------------
Title:
--------------------------------
BANK ONE, MILWAUKEE, NA
By:
------------------------------------
Title:
---------------------------------
LASALLE NATIONAL BANK
By:
------------------------------------
Title:
---------------------------------
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Firstar Bank Milwaukee, X.X.
Xxxxxx Trust and Savings Bank
Bank One, Milwaukee, NA
LaSalle National Bank
August 28, 1996
Page 9
The undersigned Guarantors hereby consent to the foregoing
Amendment, and agree that their respective Corporate Guarantee Agreements, each
dated as of March 18, 1996, and all collateral or security therefor, shall
remain in full force and effect notwithstanding the amendments made above.
Dated as of , 1996.
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PLEXUS CORP.
By:
------------------------------------
Title:
---------------------------------
TECHNOLOGY GROUP, INC.
By:
------------------------------------
Title:
--------------------------------
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EXHIBIT A
REVOLVING CREDIT NOTE
$_______________ _______________, 1996
FOR VALUE RECEIVED, the undersigned, ELECTRONIC ASSEMBLY
CORPORATION, hereby promises to pay to the order of _______________ (the
"Payee"), on July 31, 1998, at the office of Firstar Bank Milwaukee, N.A., as
Agent for the payee hereof, at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx
in lawful money of the United States of America and in immediately available
funds, the principal amount of ____________________ Dollars ($______________)
or, if less, the aggregate unpaid principal amount of all loans made by the
Payee to the undersigned under the Amended and Restated Revolving Credit
Agreement dated as of March 18, 1996, as amended from time to time (the "Credit
Agreement"), by and among the undersigned, Firstar Bank Milwaukee, N.A., for
itself and as Agent, and certain other banks named therein, together with
interest on the principal amount hereof from time to time unpaid. Interest
(computed on the basis of the actual number of days elapsed and a year of 360
days) shall accrue on such unpaid principal amount from time to time at the
rate or rates set forth in the Credit Agreement, and shall be payable monthly
on the first Business Day of each month, or at such other times as may be
provided in the Credit Agreement.
This Note is one of the New Notes issued under the Amended and
Restated Credit Agreement, as amended by Amendment No. 1 thereto dated as of
August 28, 1996, and is subject to permissive and mandatory prepayment, in each
case upon the terms provided in the Credit Agreement. This Note is payable and
secured in accordance with, is governed by and subject to, and is entitled to
the benefits of, the Credit Agreement. All capitalized terms used herein shall
have the meanings assigned to them in the Credit Agreement.
This Note shall be construed in accordance with the laws
(other than the conflict of laws rules) of the State of Wisconsin. The
undersigned waives presentment, protest and notice of dishonor, and agrees, in
the event of default hereunder, to pay all costs and expenses of collection,
including reasonable attorneys' fees.
ELECTRONIC ASSEMBLY CORPORATION
By: ___________________________________
Title:
_________________________________
