Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT"), dated as of October 13, 2000, is by and among TTM TECHNOLOGIES,
INC., a Washington corporation (the "BORROWER"), each of those Domestic
Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages
hereto (the "GUARANTORS"), the lenders identified on the signature pages hereto
(collectively, the "LENDERS"; and individually, a "LENDER"), and FIRST UNION
NATIONAL BANK, a national banking association, as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT"). Capitalized terms used
herein which are not defined herein and which are defined in the Existing Credit
Agreement (defined below) shall have the same meanings as therein defined.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agents
entered into that certain Amended and Restated Credit Agreement dated as of
September 29, 2000, as amended, supplemented or otherwise modified from time to
time (the "EXISTING CREDIT AGREEMENT");
WHEREAS, the Borrower has requested certain amendments to the Existing
Credit Agreement and the parties to the Existing Credit Agreement have agreed to
amend the Existing Credit Agreement as provided herein; and
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART 1.1 CERTAIN DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"AMENDED CREDIT AGREEMENT" means the Existing Credit Agreement
as amended hereby.
"AMENDMENT NO. 1 EFFECTIVE DATE" is defined in SUBPART 3.1.
SUBPART 1.2 OTHER DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
SUBPART 2.1 AMENDMENT TO SECTION 5.1(c). Section 5.1(c) of the Existing
Credit Agreement is hereby deleted in its entirely.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 AMENDMENT NO. 1 EFFECTIVE DATE. This Amendment shall be and
become effective as of the date hereof (the "AMENDMENT NO. 1 EFFECTIVE DATE")
when all of the conditions set forth in this PART III shall have been satisfied,
and thereafter this Amendment shall be known, and may be referred to, as
"AMENDMENT NO. 1".
SUBPART 3.2 EXECUTION OF COUNTERPARTS OF AMENDMENT. The Administrative
Agent shall have received counterparts (or other evidence of execution,
including telephonic message, satisfactory to the Administrative Agent) of this
Amendment, which collectively shall have been duly executed on behalf of each of
the Borrower, the Lenders and the Agents.
SUBPART 3.3 OTHER ITEMS. The Administrative Agent shall have received
such other documents, agreements or information which may be reasonably
requested by the Administrative Agent.
PART IV
MISCELLANEOUS
SUBPART 4.1 REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, after
giving effect to this Amendment, (a) no Default or Event of Default exists under
the Credit Agreement or any of the other Credit Documents and (b) the
representations and warranties set forth in Article III of the Existing Credit
Agreement are, subject to the limitations set forth therein, true and correct in
all material respects as of the date hereof (except for those which expressly
relate to an earlier date).
SUBPART 4.2 REAFFIRMATION OF CREDIT PARTY OBLIGATIONS. Each Credit
Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a)
that it is bound by all terms of the Credit Agreement applicable to it and (b)
that it is responsible for the observance and full performance of its respective
Credit Party Obligations.
SUBPART 4.3 CROSS-REFERENCES. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.4 INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise
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expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Existing Credit Agreement.
SUBPART 4.5 REFERENCES IN OTHER CREDIT DOCUMENTS. At such time as this
Amendment shall become effective pursuant to the terms of SUBPART 3.1, all
references in the Credit Documents to the "Credit Agreement" shall be deemed to
refer to the Credit Agreement as amended by this Amendment.
SUBPART 4.6 COUNTERPARTS/TELECOPY. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of the Amendment by telecopy shall
be effective as an original and shall constitute a representation that an
original shall be delivered.
SUBPART 4.7 GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA.
SUBPART 4.8 SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF the Borrower, the Guarantors, the Lenders and the
Agents have caused this Amendment to be duly executed on the date first above
written.
BORROWER: TTM TECHNOLOGIES, INC.,
--------- a Washington corporation
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Title: CFO
GUARANTORS: POWER CIRCUITS, INC.,
----------- a California corporation
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Title: CFO
AGENT AND LENDERS: FIRST UNION NATIONAL BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxxx Xxxxx
---------------
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
/s/ Xxxxxx X. Xxxx
------------------
Title: Its Duly Authorized Signatory
SUNTRUST BANK,
as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Title: Vice President
FLEET NATIONAL BANK,
as a Lender
By: /s/ ILLEGIBLE
------------------------------
Title: ILLEGIBLE
