EXHIBIT 10.2(a)
SECOND AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment") is entered into as of October 3, 2001, and amends that certain
Receivables Purchase Agreement, dated as of October 6, 2000 and amended as of
July 1, 2001 (such agreement, as so amended, the "Existing Agreement"), among
Plexus ABS, Inc., a Nevada corporation ("Seller"), Plexus Corp., a Wisconsin
corporation ("Plexus"), as initial Servicer (the Servicer together with Seller,
the "Seller Parties" and each a "Seller Party"), the Financial Institutions
party thereto from time to time, Preferred Receivables Funding Corporation
("PREFCO") and Bank One, NA (Main Office Chicago), as agent for the Purchasers
thereunder and any successor agent thereunder (together with its successors and
assigns thereunder, the "Agent"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Existing
Agreement.
RECITALS:
WHEREAS, the Seller Parties, the Financial Institutions,
PREFCO and the Agent are parties to the Existing Agreement; and
WHEREAS, the Seller Parties, the Financial Institutions,
PREFCO and the Agent desire to amend the Existing Agreement as more fully
described herein.
NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments. Subject to the terms and conditions set
forth herein, Exhibit I of the Existing Agreement is hereby amended by:
(a) replacing the definition of "Liquidity
Termination Date" set forth in Exhibit I of the Existing Agreement in its
entirety with the following:
"Liquidity Termination Date" means October 1, 2002.
(b) replacing the definition of "Concentration Limit"
set forth in Exhibit I of the Existing Agreement in its entirety with the
following:
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"Concentration Limit" means, at any time, (a) for any Obligor
other than as described in part (b) of this definition, 3% of the
aggregate Outstanding Balance of all Eligible Receivables and (b)(i)
for Motorola, Inc., 9% of the aggregate Outstanding Balance of all
Eligible Receivables, (ii) for Arrowpoint Communications, Inc. and
Cisco Systems, Inc., collectively and not individually, $12 million,
(iii) for General Electric Company, 9% of the aggregate Outstanding
Balance of all Eligible Receivables, (iv) for Siemens AG, 9% of the
aggregate Outstanding Balance of all Eligible Receivables and (v) for
each of the foregoing Obligors, such other amount for such Obligor
designated by the Agent (each of the foregoing, a "Special
Concentration Limit"); provided, that in the case of an Obligor and any
Affiliate of such Obligor, the Concentration Limit shall be calculated
as if such Obligor and such Affiliate are one Obligor; and provided,
further, that Company or the Required Financial Institutions may, upon
not less than three Business Days' notice to Seller, cancel any Special
Concentration Limit.
Section 2. Conditions to Effectiveness of Amendments. The
amendments set forth in Section 1 of this Amendment shall become effective as of
the date hereof, upon the satisfaction of the following conditions precedent:
(a) Amendment. This Amendment shall have been duly
executed and delivered by each of the parties hereto.
(b) Officer's Certificate. The Agent shall have
received a certificate of an authorized officer of each of the Servicer and
Seller in the forms set forth as Exhibits A and B, respectively, certifying as
to matters set forth in Sections 3(a) and (b) of this Amendment.
Section 3. Representations and Warranties. Each of Seller and
the Servicer represents and warrants to the Financial Institutions, PREFCO and
the Agent that, as of the date hereof, and after giving effect to the amendments
set forth in Section 1 of this Amendment:
(a) no Amortization Event or Potential Amortization
Event has occurred and is continuing; and
(b) all of the representations and warranties
contained in the Existing Agreement, as amended by this Amendment, and in the
other Transaction Documents are true and correct.
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Section 4. Miscellaneous.
(a) Effect; Ratification. The amendments set forth
herein are effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Existing
Agreement or of any other instrument or agreement referred to therein; or (ii)
prejudice any right or remedy which the Financial Institutions, PREFCO or the
Agent may now have or may have in the future under or in connection with the
Existing Agreement or any other instrument or agreement referred to therein.
Each reference in the Existing Agreement to "this Agreement," "herein," "hereof"
and words of like import and each reference in the other Transaction Documents
to the "Receivables Purchase Agreement," the "Purchase Agreement" or the
Existing Agreement shall mean the Existing Agreement as amended hereby. This
Amendment shall be construed in connection with and as part of the Existing
Agreement and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Existing Agreement and each other instrument or
agreement referred to therein, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.
(b) Transaction Documents. This Amendment is a
Transaction Document executed pursuant to the Existing Agreement and shall be
construed, administered and applied in accordance with the terms and provisions
thereof.
(c) Costs, Fees and Expenses. Seller agrees to pay
all costs, fees and expenses (including the reasonable fees and expenses of
counsel to the Agent and the Purchasers) incurred in connection with the
preparation, execution and delivery of this Amendment.
(d) Counterparts. This Amendment may be executed in
any number of counterparts, each such counterpart constituting an original and
all of which when taken together shall constitute one and the same instrument.
(e) Severability. Any provision contained in this
Amendment which is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or
invalid without affecting the remaining provisions of this Amendment in that
jurisdiction or the operation, enforceability or validity of such provision in
any other jurisdiction.
(f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.
PLEXUS ABS, INC.
By:
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Name:
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Title:
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PLEXUS CORP.
By:
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Name:
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Title:
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PREFERRED RECEIVABLES FUNDING CORPORATION
By:
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Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial
Institution and as Agent
By:
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Name:
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Title:
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EXHIBIT A
OFFICER'S CERTIFICATE
I, ______________, am the _______________ of Plexus Corp. (the
"Servicer"). I execute and deliver this Officer's Certificate, dated as of
October 3, 2001, on behalf of the Servicer pursuant to Section 2(b) of the
Second Amendment to Receivables Purchase Agreement (the "Amendment"), dated as
of the date hereof, among the Seller Parties, the Financial Institutions, PREFCO
and the Agent (each as defined therein), amending certain provisions of that
certain Receivables Purchase Agreement, dated as of October 6, 2000 and amended
as of July 1, 2001 (such agreement, as so amended, the "Existing Agreement"),
among the Seller Parties, the Financial Institutions, PREFCO and the Agent.
Capitalized terms used herein and not defined herein shall have the meanings set
forth for such terms in the Existing Agreement.
I hereby certify, on behalf of the Servicer, that to the best
of my knowledge after due inquiry, as of the date hereof, and after giving
effect to the amendments set forth in Section 1 of the Amendment, (a) no
Amortization Event or Potential Amortization Event has occurred and is
continuing and (b) the representations and warranties of Seller and the Servicer
contained in the Existing Agreement, as amended by the Amendment, and in the
other Transaction Documents are true and correct as of the date hereof.
______________________________
Name:
Title:
EXHIBIT B
OFFICER'S CERTIFICATE
I, ______________, am the _______________ of Plexus ABS, Inc.
("Seller"). I execute and deliver this Officer's Certificate, dated as of
October 3, 2001, on behalf of Seller pursuant to Section 2(b) of the Second
Amendment to Receivables Purchase Agreement (the "Amendment"), dated as of the
date hereof, among the Seller Parties, the Financial Institutions, PREFCO and
the Agent (each as defined therein), amending certain provisions of that certain
Receivables Purchase Agreement, dated as of October 6, 2000 and amended as of
July 1, 2001 (such agreement, as so amended, the "Existing Agreement"), among
the Seller Parties, the Financial Institutions, PREFCO and the Agent.
Capitalized terms used herein and not defined herein shall have the meanings set
forth for such terms in the Existing Agreement.
I hereby certify, on behalf of Seller, that to the best of my
knowledge after due inquiry, as of the date hereof, and after giving effect to
the amendments set forth in Section 1 of the Amendment, (a) no Amortization
Event or Potential Amortization Event has occurred and is continuing and (b) the
representations and warranties of Seller contained in the Existing Agreement, as
amended by the Amendment, and in the other Transaction Documents are true and
correct as of the date hereof.
___________________________________
Name:
Title:
