PLEXUS CORP.
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement (herein, the "Amendment") is
entered into as of July 13, 2004, by and among Plexus Corp., a Wisconsin
corporation (the "Borrower"), the Subsidiaries listed on the signature pages
hereof, as Guarantors, the several financial institutions listed on the
signature pages hereof and Xxxxxx Trust and Savings Bank, as Administrative
Agent for the Lenders (the "Agent").
PRELIMINARY STATEMENTS
A. The Borrower, the Guarantors, certain financial institutions and the
Agent are parties to a Credit Agreement dated as of October 22, 2003, as amended
(the "Credit Agreement"). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
B. The Borrower, the Agent and the Lenders wish to amend the Credit
Agreement to (i) increase the amount of the Revolving Credit Commitments and the
L/C Sublimit and reallocate the Revolving Credit Commitments among the Lenders;
(ii) add Xxxxx Fargo Bank, National Association (herein, "Xxxxx Fargo"), Royal
Bank of Canada (herein, "RBC"), Bank of America, N.A. (herein, "BofA"), KeyBank
National Association (herein, "KeyBank") and U.S. Bank National Association
(herein, "US Bank") as Lenders thereunder, (iii) remove The Provident Bank
("Provident") as a Lender thereunder, (iv) amend the Applicable Margin, (v)
extend the Revolving Credit Termination Date, (vi) amend certain financial
covenants and (vii) make certain other amendments thereto, all on the terms and
conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. ADDITION OF NEW LENDERS.
On July 13, 2004, subject to the satisfaction of the conditions precedent
set forth in Section 4 below, the Credit Agreement shall be and hereby is
amended to add Xxxxx Fargo, RBC, BofA, KeyBank and US Bank as Lenders thereunder
as follows:
1.1. Each of Xxxxx Fargo, RBC, BofA, KeyBank and US Bank (each a
"New Lender" and collectively the "New Lenders") shall be deemed a Lender
signatory to the Credit Agreement and shall have all the rights, benefits,
duties and obligations of a Lender under the Credit Agreement and the
other Loan Documents. Accordingly, all references in the Credit Agreement
and the other Loan Documents to the term "Lender" and "Lenders" shall be
deemed to include, and be a reference to, each New Lender, and all
references in the Credit Agreement and the other Loan Documents to the
terms "Note" and "Notes" shall be deemed to include, and be a reference
to, each Revolving Note issued pursuant hereto by the Borrower to each New
Lender. Each New Lender agrees
that it will perform all of the duties and obligations which by the terms
of the Credit Agreement and the other Loan Documents are required to be
performed by it as a Lender with a Revolving Credit Commitment under the
Credit Agreement as set forth on the Schedule 1 attached hereto.
1.2 Each New Lender's address that appears on Exhibit A to this
Amendment shall be deemed to be its address for the delivery of notices
pursuant to Section 13.8 of the Credit Agreement.
SECTION 2. REMOVAL OF CERTAIN LENDER.
Upon satisfaction of the conditions precedent set forth in Section 4
below, Provident (herein, the "Departing Lender") shall cease to be a Lender
under the Credit Agreement and shall have no rights (subject to Section 13.6 of
the Credit Agreement) or obligations (including any Revolving Credit Commitment
to make Revolving Loans or participate in Letters of Credit or Swing Loans)
thereunder, all of which rights and obligations it hereby assigns on a ratable
basis to the Continuing Lenders (as defined below). The parties hereto consent
to such termination of the Departing Lender's Revolving Credit Commitment and
agree that all references in the Loan Documents to the Lenders shall no longer
include the Departing Lender. As used herein, "Continuing Lenders" means all
Lenders (including the New Lenders) other than the Departing Lender.
SECTION 3. AMENDMENTS.
Subject to the satisfaction of the condition precedent set forth in
Section 4 below, the Credit Agreement shall be and hereby is amended as follows:
3.1. Section 1.4 of the Credit Agreement shall be and hereby is
amended and restated in its entirety to read as follows:
Section 1.4. Minimum Borrowing Amounts; Maximum Eurodollar
Loans. Each Borrowing of Base Rate Loans advanced hereunder shall be
in an amount not less than $1,000,000 or such greater amount which
is an integral multiple of $100,000. Each Borrowing of Eurodollar
Loans advanced, continued or converted hereunder shall be in an
amount equal to $2,000,000 or such greater amount which is an
integral multiple of $100,000. Without the Administrative Agent's
consent, there shall not be more than five (5) Borrowings of
Eurodollar Loans outstanding hereunder at any one time.
3.2. Section 1.8(a) of the Credit Agreement shall be and hereby is
amended and restated in its entirety to read as follows:
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(a) Optional. The Borrower may prepay in whole or in part
(but, if in part, then: (i) if such Borrowing is of Base Rate Loans,
in an amount not less than $1,000,000, (ii) if such Borrowing is of
Eurodollar Loans, in an amount not less than $2,000,000, and (iii)
in each case, in an amount such that the minimum amount required for
a Borrowing pursuant to Section 1.4 and 1.14 hereof remains
outstanding) any Borrowing of Eurodollar Loans at any time upon
three (3) Business Days prior notice by the Borrower to the
Administrative Agent or, in the case of a Borrowing of Base Rate
Loans, notice delivered by the Borrower to the Administrative Agent
no later than 10:00 a.m. (Chicago time) on the date of prepayment
(or, in any case, such shorter period of time then agreed to by the
Administrative Agent), such prepayment to be made by the payment of
the principal amount to be prepaid and, in the case of any Term
Loans or Eurodollar Loans or Swing Loans, accrued interest thereon
to the date fixed for prepayment plus any amounts due the Lenders
under Section 1.11 hereof.
3.3. Section 1 of the Credit Agreement shall be amended by adding a
new Section 1.15 at the end thereof which shall read as follows:
Section 1.15. Increase in Commitments; Additional Lenders. (a)
The Borrower may, upon at least 30 days' notice to the
Administrative Agent (which shall promptly provide a copy of such
notice to the Lenders), and provided that (x) the Borrower has not
previously terminated all or any portion of the Revolving Credit
Commitments pursuant to Section 1.12 hereof, (y) the Administrative
Agent consents to such increase and (z) no Default or Event of
Default exists, propose to increase the aggregate amount of the
Revolving Credit Commitments to an amount not to exceed $200,000,000
(the amount of any such increase, the "Commitment Increase"). Each
Lender party to this Agreement at such time shall have the right
(but no obligation), for a period of 15 days following its receipt
of such notice from the Administrative Agent, to elect by notice to
the Borrower and the Administrative Agent to increase its Revolving
Credit Commitment by its Percentage of the Commitment Increase. Any
Lender which does not respond to such notice within such 15 day
period shall be deemed to have elected not to increase its Revolving
Credit Commitment.
(b) If any Lender party to this Agreement shall not elect to
increase its Revolving Credit Commitment by the full amount
permitted by subsection (a) of this Section, the Borrower with the
consent of the Administrative Agent may designate one or more other
banks or other financial institutions (which may be, but need
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not be, one or more of the existing Lenders) which at the time
agree, in the case of any such bank that is an existing Lender, to
increase its Revolving Credit Commitment and, in the case of any
other such bank (an "Additional Lender"), to become a party to this
Agreement. The sum of the increases in the Revolving Credit
Commitments of the existing Lenders pursuant to this subsection (b)
plus the Revolving Credit Commitments of the Additional Lenders
shall not in the aggregate exceed the unsubscribed amount of the
Commitment Increase.
(c) An increase in the aggregate amount of the Revolving
Credit Commitments pursuant to this Section 1.15 shall become
effective upon the receipt by the Administrative Agent of an
agreement in the form of Exhibit I hereto signed by the Borrower, by
each Additional Lender and by each other Lender whose Revolving
Credit Commitment is to be increased, setting forth the new
Revolving Credit Commitments of such Lenders and setting forth the
agreement of each Additional Lender to become a party to this
Agreement and to be bound by all the terms and provisions hereof,
together with such evidence of appropriate corporate authorization
on the part of the Borrower, if any, with respect to the Commitment
Increase as the Administrative Agent may reasonably request.
(d) Upon the effectiveness of any increase in the aggregate
amount of the Revolving Credit Commitments pursuant to this Section
1.15, Schedule 1 shall be deemed amended reflecting the increases of
the Revolving Credit Commitments of existing Lenders and the
addition of the new Revolving Credit Commitments of the Additional
Lenders (if any). Concurrently with the effectiveness of such
increase, each Lender shall fund its pro rata share of the
outstanding Revolving Loans and unpaid reimbursement obligations
relating to Letters of Credit, if any, to the Administrative Agent
so that after giving effect thereto each Lender, including the
Additional Lenders (if any), holds a pro rata share of the
outstanding Revolving Loans and obligations relating to Letters of
Credit and the Borrower shall pay to each Lender all amounts due
under Section 1.11 hereof as a result of any prepayment of any
outstanding Eurodollar Loans resulting from any Lender's funding of
Revolving Loans previously funded by other Lenders.
3.4. The following definitions in Section 5.1 of the Credit
Agreement shall be and hereby are amended and restated in their entirety
to read as follows:
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"Adjusted EBITDA" means, with reference to any period, the sum
of (a) EBITDA for such period, (b) without duplication of amounts
included in clause (a), EBITDA of the Acquired Business subject of
any Permitted Acquisition consummated during such period for that
portion of such period prior to the consummation of such Permitted
Acquisition, and (c) all non-cash restructuring and other
non-recurring non-cash charges for such period (not to exceed
$15,000,000 in aggregate from the date hereof through the Revolving
Credit Termination Date), provided that, for the purposes of this
clause (c), one-time charges representing accruals for Operating
Lease payments shall be deemed by the parties hereto to be non-cash
charges notwithstanding any contrary treatment of such charges under
GAAP.
"Applicable Margin" means, with respect to Loans,
Reimbursement Obligations, and the letter of credit fees payable
under Section 2.1 hereof, until the first Pricing Date, the rates
per annum shown opposite Level II below, and thereafter from one
Pricing Date to the next the Applicable Margin means the rates per
annum determined in accordance with the following schedule:
APPLICABLE MARGIN
APPLICABLE MARGIN FOR FOR EURODOLLAR LOANS
BASE RATE LOANS UNDER UNDER REVOLVING
TOTAL LEVERAGE REVOLVING CREDIT AND CREDIT AND FOR
RATIO FOR SUCH REIMBURSEMENT LETTER OF CREDIT FEE
LEVEL PRICING DATE OBLIGATIONS SHALL BE: SHALL BE:
III Greater than or 0.50% 2.00%
equal to 1.75 to
1.0
II Less than 1.75 to 0.25% 1.75%
1.0, but greater
than or equal to
1.00 to 1.0
I Less than 1.00 to 0.00% 1.50%
1.0
For purposes hereof, the term "Pricing Date" means, for any
fiscal quarter of the Borrower ending on or after June 30, 2004, the
date on which the Administrative Agent is in receipt of the
Borrower's most recent financial statements (and, in the case of the
year-end financial statements, audit report) for the fiscal quarter
then ended, pursuant to Section 8.5 hereof; it being understood that
the first Pricing Date shall be the date upon which the
Administrative Agent receives the Borrower's financial statements
for the fiscal quarter ending June 30, 2004. The Applicable Margin
shall be established based on the Total Leverage Ratio for
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the most recently completed fiscal quarter and the Applicable Margin
established on a Pricing Date shall remain in effect until the next
Pricing Date. If the Borrower has not delivered its financial
statements by the date such financial statements (and, in the case
of the year-end financial statements, audit report) are required to
be delivered under Section 8.5 hereof, until such financial
statements and audit report are delivered, the Applicable Margin
shall be the highest Applicable Margin (i.e., Level III shall
apply). If the Borrower subsequently delivers such financial
statements before the next Pricing Date, the Applicable Margin
established by such late delivered financial statements shall take
effect from the date of delivery until the next Pricing Date. In all
other circumstances, the Applicable Margin established by such
financial statements shall be in effect from the Pricing Date that
occurs immediately after the end of the fiscal quarter covered by
such financial statements until the next Pricing Date. Each
determination of the Applicable Margin made by the Administrative
Agent in accordance with the foregoing shall be conclusive and
binding on the Borrower and the Lenders absent manifest error.
"Borrowing Base Condition" has occurred if the aggregate
outstanding principal amount of Revolving Loans, Swing Loans and L/C
Obligations either (i) equals or exceeds $40,000,000 for a period of
thirty (30) days or more (which need not be consecutive) during any
sixty (60) consecutive day period or (ii) equals or exceeds
$75,000,000 for four (4) or more consecutive Business Days, it being
understood that the aggregate outstanding principal amount of
Revolving Loans, Swing Loans and L/C Obligations (x) for each
Business Day will be measured as of the close of business of such
Business Day and (y) for each day which is not a Business Day will
be deemed to be the aggregate outstanding principal amount of
Revolving Loans, Swing Loans and L/C Obligations outstanding as of
the close of business of the last Business Day prior to such day.
Notwithstanding anything in this Agreement to the contrary, if at
any time the Borrower's financial statements delivered pursuant to
Section 8.5 hereof and accompanying compliance certificates for its
two most recently-ended fiscal quarter reporting periods show that
Adjusted EBITDA (as calculated to determine compliance with Section
8.21(d) hereof for the four fiscal quarters then ended) exceeded
$60,000,000 at the end of both such reporting periods, then the
provisions of this Agreement relating to the Borrowing Base
Condition and all obligations imposed on the Borrower as a result
thereof shall be deemed of no force or effect; provided, however,
that if at any time thereafter the Borrower's financial statements
delivered pursuant to
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Section 8.5 hereof and accompanying compliance certificate show that
Adjusted EBITDA (as calculated to determine compliance with Section
8.21(d) hereof for the four fiscal quarters then ended) is less than
$60,000,000, then the provisions of this Agreement relating to the
Borrowing Base Condition shall once again be in full force and
effect and shall be immediately reinstated without any further
action by the parties hereto.
"L/C Sublimit" means $20,000,000, as reduced pursuant to the
terms hereof.
"Revolving Credit Commitment" means, as to any Lender, the
obligation of such Lender to make Revolving Loans and to participate
in Swing Loans and Letters of Credit issued for the account of the
Borrower hereunder in an aggregate principal or face amount at any
one time outstanding not to exceed the amount set forth opposite
such Lender's name on Schedule 1 attached hereto and made a part
hereof, as the same may be reduced or modified at any time or from
time to time pursuant to the terms hereof. The Borrower and the
Lenders acknowledge and agree that the Revolving Credit Commitments
of the Lenders aggregate $150,000,000 on the effective date of the
Third Amendment to this Agreement.
"Revolving Credit Termination Date" means October 31, 2007, or
such earlier date on which the Revolving Credit Commitments are
terminated in whole pursuant to Section 1.12, 9.2 or 9.3 hereof.
"Total Leverage Ratio" means, at any time the same is to be
determined, the ratio of (a) Total Funded Debt at such time to (b)
Adjusted EBITDA for the most recent four fiscal quarters of the
Borrower then ended.
3.5. Clause (k) of the definition of "Eligible Receivables" in
Section 5.1 of the Credit Agreement shall be and hereby is amended and
restated in its entirety to read as follows:
(k) would not cause the total Receivables owing from any one
Account Debtor and its Affiliates to exceed 20% of all Eligible
Receivables;
3.6. The definitions of "Adjusted EBITDA" and "Acquisition" in
Section 5.1 are not in alphabetical order. Section 5.1 of the Credit
Agreement shall be and hereby is amended by moving the definitions of
"Acquisition" and "Adjusted EBITDA" to the appropriate alphabetical order
therein.
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3.7. Clause (b) of Section 8.5 of the Credit Agreement shall be and
hereby is amended and restated in its entirety to read as follows:
(b) as soon as available, and in any event within thirty (30)
days after the last day of each calendar month, a copy of the
consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as of the last day of such month and the consolidated
and consolidating statements of income, retained earnings, and cash
flows of the Borrower and its Subsidiaries for the month and for the
fiscal year-to-date period then ended, each in reasonable detail
showing in comparative form the figures for the corresponding date
and period in the previous fiscal year, prepared by the Borrower in
accordance with GAAP (subject to the absence of footnote disclosures
and year-end audit adjustments) and certified to by its chief
financial officer or another officer of the Borrower acceptable to
the Administrative Agent; provided, that (x) if at any time the
Borrower's financial statements delivered pursuant to clauses (c)
and (d) below and accompanying compliance certificates for its two
most recently-ended fiscal quarter reporting periods show that
Adjusted EBITDA (as calculated to determine compliance with Section
8.21(d) hereof for the four fiscal quarters then ended) exceeded
$60,000,000 at the end of both such reporting periods, then the
Borrower shall no longer be obligated to deliver the financial
statements referred to in this clause (b) and (y) if at any time
thereafter the Borrower's financial statements delivered pursuant to
clauses (c) and (d) below and accompanying compliance certificate
show that Adjusted EBITDA (as calculated to determine compliance
with Section 8.21(d) hereof for the four fiscal quarters then ended)
is less than $60,000,000, then the Borrower shall once again be
obligated to deliver the financial statements referred to in this
clause (b);
3.8. Section 8.7 of the Credit Agreement is hereby amended by (1)
amending and restating clause (g) thereof in its entirety to read as
follows:
(g) unsecured indebtedness of the Borrower and its
Subsidiaries not otherwise permitted by this Section in an aggregate
principal amount not to exceed $10,000,000 at any time;
(2) replacing the period following clause (h) thereof with the word "and"
and (3) adding a new clause (i) immediately after clause (h) therein to
read in its entirety as follows:
(i) unsecured guarantees by the Borrower or any Subsidiary of
indebtedness in an aggregate principal amount not to exceed
$5,000,000 at any time.
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3.9. Section 8.16 of the Credit Agreement shall be and hereby is
amended and restated in its entirety to read as follows:
Section 8.16. No Changes in Fiscal Year. The fiscal year of
the Borrower and its Subsidiaries ends on September 30 of each year;
and the Borrower shall not, nor shall it permit any Subsidiary to,
change its fiscal year from its present basis, provided that the
Borrower may, on a single occasion during the term of this
Agreement, change its fiscal year basis to a fiscal year comprised
of four fiscal quarters, each of which is comprised of 13 calendar
weeks, with a fiscal year-end near (but not necessarily on)
September 30 of each year. If the Borrower so changes its fiscal
year basis, all references in this Agreement or any other Loan
Document to a specific date (e.g., March 31, June 30, September 30
or December 31) which are intended to refer to a fiscal quarter or
fiscal year-end date shall, where appropriate in the context, be
deemed to refer to the new fiscal quarter or fiscal year-end date of
the Borrower nearest to such specified date after giving effect to
such change.
3.10. Section 8.21 of the Credit Agreement shall be and hereby is
amended and restated in its entirety to read as follows:
Section 8.21. Financial Covenants. (a) Total Leverage Ratio.
As of the last day of each fiscal quarter of the Borrower, the
Borrower shall not permit the Total Leverage Ratio to be greater
than 2.50 to 1.0.
(b) Tangible Net Worth. The Borrower shall, at all times,
maintain Tangible Net Worth in an amount not less than the sum of
(i) $245,000,000, (ii) 50% of Net Income (if positive) for each
fiscal quarter of the Borrower ending on or after December 31, 2003
(without deduction for losses) and (iii) 100% of the net cash
proceeds of any equity offering by the Borrower or any Subsidiary.
(c) Minimum Adjusted EBITDA. As of the last day of each fiscal
quarter of the Borrower set forth below, the Borrower shall have
earned Adjusted EBITDA for the most recent four fiscal quarters of
the Borrower then ended in an amount not less than the following:
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MINIMUM ADJUSTED EBITDA
FISCAL QUARTER ENDING: SHALL NOT BE LESS THAN
June 30, 2004 $30,000,000
September 30, 2004 $35,000,000
each fiscal quarter ending thereafter $40,000,000
(d) Maximum Rentals. The Borrower shall not, nor shall it
permit any of its Subsidiaries to, create, incur or suffer to exist
obligations for fixed rentals or other consideration payable under
Operating Leases during any fiscal year in the aggregate for the
Borrower and its Subsidiaries in excess of $24,000,000.
3.11. Section 13.13(ii) shall be and hereby is amended and restated
in its entirety to read as follows:
(ii) no amendment or waiver pursuant to this Section 13.13
shall, unless signed by each Lender, increase the aggregate
Revolving Credit Commitments of the Lenders (other than pursuant to
the terms of Section 1.15 hereof), change the definitions of
Revolving Credit Termination Date or Required Lenders, change the
provisions of this Section 13.13, release any material guarantor or
any substantial part of the Collateral (except as otherwise provided
for in the Loan Documents), or affect the number of Lenders required
to take any action hereunder or under any other Loan Document; and
3.12. Exhibit F to the Credit Agreement shall be and hereby is
amended and restated in its entirety as set forth on Exhibit F hereto.
3.13. The Credit Agreement shall be further amended by adding an
additional Exhibit I at the end thereof which shall read as set forth on
Exhibit I attached hereto and a made a part hereof.
3.14. Schedule 1 to the Credit Agreement shall be and hereby is
amended and restated in its entirety as set forth on Schedule 1 hereto.
Each Continuing Lender hereby agrees that, upon the effectiveness of this
Amendment in accordance with its terms, it shall have a Revolving Credit
Commitment in the amount set forth opposite its name on such Schedule 1,
and each such Continuing Lender hereby accepts and assumes all of the
rights and obligations pertaining thereto, including without limitation
its ratable interest in all Revolving Loans and Letters of Credit in
accordance with the provisions of the
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Loan Documents. Concurrently with the effectiveness of this Amendment,
each Continuing Lender shall fund its pro rata share of the outstanding
Revolving Loans and unpaid reimbursement obligations relating to Letters
of Credit, if any, to the Agent so that after giving effect thereto each
Continuing Lender holds a pro rata share of the outstanding Revolving
Loans and obligations relating to Letters of Credit and the Borrower shall
pay to each Lender all amounts due under Section 1.11 of the Credit
Agreement as a result of any prepayment of any outstanding Eurodollar
Loans resulting from any Continuing Lender's funding of Revolving Loans
previously funded by other Lender.
SECTION 4. CONDITION PRECEDENT.
Upon the satisfaction of the following condition precedent, this Amendment
shall become effective as of and with effect from and after the date first above
written:
4.1. The Borrower, the Guarantors, the Agent and the Lenders
(including the Departing Lender and each Continuing Lender) shall have
executed and delivered this Amendment.
4.2. The Agent shall have received for each New Lender a Revolving
Note evidencing the Revolving Loans made or to be made by such New Lender
in the amount of such New Lender's Revolving Credit Commitment as set
forth on Schedule 1 hereto (such Revolving Note to be in the form attached
to the Credit Agreement as Exhibit D-1 with appropriate insertions).
4.3. The Agent shall have received for each Continuing Lender (other
than New Lenders), the Revolving Credit Commitment of which is increased
hereby, a replacement Revolving Note evidencing the Revolving Loans made
or to be made by such Lender in the amount of its Revolving Credit
Commitment as set forth on Schedule 1 hereto (such Revolving Note to be in
the form attached to the Credit Agreement as Exhibit D-1 with appropriate
insertions).
4.4. The Agent shall have received from the Borrower such fees as
are required to be paid pursuant to the terms of a letter between the
Agent and the Borrower dated May 17, 2004.
4.5. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel; and the
Agent shall have received for each Lender the favorable written opinion of
counsel to the Borrower, in form and substance reasonably satisfactory to
the Agent, as to such legal matters.
4.6. The Agent shall have received for each Lender copies of
resolutions of the Borrower's and each Guarantor's Board of Directors (or
similar governing body) authorizing the execution, delivery and
performance of this Amendment and (in the case of the Borrower) the new
Revolving Notes delivered in conjunction herewith and the consummation of
the transactions contemplated hereby and thereby, together with
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specimen signatures of the persons authorized to execute such documents on
the Borrower's and each Guarantor's behalf, all certified in each instance
by its Secretary or Assistant Secretary.
4.7. The Agent shall have received (i) all financial statements
required to be delivered on or prior to the date hereof pursuant to the
terms of Section 8.5 of the Credit Agreement and (ii) projections prepared
by the Borrower for the three fiscal years ending on September 30, 2007,
which shall be in form and substance satisfactory to the Lenders.
4.8. The Departing Lender shall have been paid all principal and
accrued but unpaid interest and commitment, letter of credit or other fees
or amounts outstanding or accrued and unpaid as of the effective date
hereof.
4.9. Each Continuing Lender shall have been paid an amount (if any)
equal to the excess of the principal amount of Loans outstanding to it
immediately prior to the effectiveness of this Amendment over the
principal amount of Loans outstanding to it immediately after the
effectiveness of this Amendment, together with all accrued but unpaid
interest and fees owing to it under the Credit Agreement as of the date
hereof.
4.10. The Borrower shall have paid to each Lender all amounts (if
any) due to it under Section 1.11 of the Credit Agreement as a result of
any repayment to such Lender of Eurodollar Loans or Swing Loans in
connection with the effectiveness of this Amendment.
4.11. Since March 31, 2004, there shall have been no Material
Adverse Effect.
SECTION 5. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment, the
Borrower hereby represents to the Lenders that as of the date hereof the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that representations
contained in Section 6.5 of the Credit Agreement shall be deemed to refer to the
most current financial statements of the Borrower delivered to the Lenders) and
that the Borrower is in compliance with the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.
SECTION 6. MISCELLANEOUS.
6.1. The Borrower and the other Guarantors (collectively, the "Credit
Parties") have heretofore executed and delivered to the Lenders the Collateral
Documents. The Credit Parties hereby acknowledge and agree that the Liens
created and provided for by the Collateral Documents continue to secure, among
other things, the Obligations arising under the Credit Agreement as amended
hereby; and the Collateral Documents and the rights and remedies of the Lenders
thereunder, the obligations of the Borrower, and the other Guarantors
thereunder, and
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the Liens created and provided for thereunder, remain in full force and effect
and shall not be affected, impaired or discharged hereby. Nothing herein
contained shall in any manner affect or impair the priority of the liens and
security interests created and provided for by the Collateral Documents as to
the indebtedness which would be secured thereby prior to giving effect to this
Amendment.
6.2. By signing below, each New Lender hereby (i) confirms that it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered to the Lenders pursuant to the terms thereof and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Amendment; (ii) agrees that
it will, independently and without reliance upon the Agent or any other Lender
and based upon such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) appoints and authorizes the Agent to
take such action as Agent on its behalf and to exercise such powers under the
Credit Agreement and the other Loan Documents as are delegated to the Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto; and (iv) agrees that it will perform all the obligations which by the
terms of the Credit Agreement and the other Loan Documents are required to be
performed by it as a Lender.
6.3. By executing this Amendment in the place provided for that purpose
below, each Guarantor hereby consents to the amendments to the Credit Agreement
as set forth herein and confirms that its obligations thereunder remain in full
force and effect. Each Guarantor further agrees that the consent of such
Guarantor to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained.
6.4. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
6.5 The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation,
execution, and delivery of this Amendment and the other instruments and
documents to be executed and delivered in connection herewith, including the
reasonable fees and expenses of counsel for the Agent.
6.6. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[SIGNATURE PAGE TO FOLLOW]
-13-
This Third Amendment to Credit Agreement is entered into as of the date
and year first above written.
BORROWER
PLEXUS CORP.
By /s/ Xxxxxx X.X. Xxxxxx
----------------------
Xxxxxx X.X. Xxxxxx
Corporate Treasurer
GUARANTORS
PLEXUS SERVICES CORP.
By /s/ Xxxxxx X.X. Xxxxxx
----------------------
Xxxxxx X.X. Xxxxxx
Treasurer
PLEXUS INTL. SALES & LOGISTICS, LLC
By /s/ Xxxxxx X.X. Xxxxxx
----------------------
Xxxxxx X.X. Xxxxxx
Treasurer
PLEXUS QS, LLC
By /s/ Xxxxxx X.X. Xxxxxx
----------------------
Xxxxxx X.X. Xxxxxx
Treasurer
-14-
PLEXUS INTERNATIONAL SERVICES, INC.
By /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
PTL INFORMATION TECHNOLOGY SERVICES
CORP.
By /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
-00-
XXXXXXX
XXXXXX TRUST AND SAVINGS BANK, in its
individual capacity as a Lender and as Agent
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By /s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President
NATIONAL CITY BANK
By /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
THE BANK OF TOKYO - MITSUBISHI, LTD.,
CHICAGO BRANCH
By /s/ Xxxxxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxxxxx Xxxxxxxxx
Title: Deputy General Manager
THE PROVIDENT BANK
By /s/ Xxx Xxxxxx
--------------------------------
Name: Xxx Xxxxxx
Title: Vice President
-16-
NEW LENDER(S)
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By /s/ Xxxxxxxxx Xxxxxx-Allegra
------------------------------------
Name: Xxxxxxxxx Xxxxxx-Allegra
Title: Authorized Signatory
BANK OF AMERICA, N.A.
By /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: AVP
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President & Senior Lender
-17-
EXHIBIT A
NEW LENDER
NOTICE ADDRESS
Xxxxx Fargo Bank, National Association Royal Bank of Canada
0000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxx 00000 Xxx Xxxx, XX 00000-0000
Attention: Xxxx Xxxxxx Attention: Xxxxxxxxx Xxxxxx - Allegra
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Bank of America, N.A. KeyBank National Association
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxx Xxxxxx
XxxXxxxxxxxx, Xxxxxxxxxx 00000 Mailcode: OH-01-27-0631
Attention: Xxxxx X. Xxxxxxx Xxxxxxxxx, Xxxx 00000
Telecopy: (000) 000-0000 Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000 Telecopy: (000) 000-0000
Telephone: (000) 000-0000
U.S. Bank National Association
000 X. Xxxxxxxxx Xxxxxx
XX-XX-XXXX
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
EXHIBIT F
PLEXUS CORP.
COMPLIANCE CERTIFICATE
To: Xxxxxx Trust and Savings Bank, as Administrative
Agent under, and the Lenders party to, the Credit
Agreement described below
This Compliance Certificate is furnished to the Administrative Agent and
the Lenders pursuant to that certain Credit Agreement dated as of October 22,
2003, among us (as amended from time to time the "Credit Agreement"). Unless
otherwise defined herein, the terms used in this Compliance Certificate have the
meanings ascribed thereto in the Credit Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected ____________ of Plexus Corp.;
2. I have reviewed the terms of the Credit Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and its Subsidiaries during the
accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or the occurrence of any event
which constitutes a Default or Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Compliance Certificate, except as set forth below;
4. The financial statements required by Section 8.5 of the Credit
Agreement and being furnished to you concurrently with this Compliance
Certificate are true, correct and complete as of the date and for the periods
covered thereby; and
5. The Schedule I hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my knowledge,
true, complete and correct and have been made in accordance with the relevant
Sections of the Credit Agreement.
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ______ day of __________________
20___.
PLEXUS CORP.
By
Name_______________________________
Title______________________________
-2-
SCHEDULE I
TO COMPLIANCE CERTIFICATE
PLEXUS CORP.
COMPLIANCE CALCULATIONS
FOR CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2003
CALCULATIONS AS OF _____________, _______
A. Total Leverage Ratio (Section 8.21(a))
1. Total Funded Debt $___________
2. Adjusted EBITDA (Line C8 below) $___________
3. Ratio of Line A1 to A2 ____:1.0
4. Line A3 ratio must not exceed 2.50:1.0
5. The Borrower is in compliance (circle yes or no) yes/no
B. Minimum Tangible Net Worth (Section 8.21(b))
1. Tangible Net Worth $___________
2. Base amount required $245,000,000
3. 50% of Net Income (if positive) for each quarter ending on or after
12/31/03 $___________
4. 100% of net cash proceeds of any equity offering by the
Borrower or any Subsidiary $___________
5. Sum of Lines B2, B3 and B4 (Required minimum) $___________
6. The Borrower is in compliance (circle yes or no) yes/no
C. Minimum Adjusted EBITDA (Section 8.21(c))
1. Net Income for calculation period $___________
2. Interest Expense for calculation period $___________
3. Income taxes for calculation period $___________
4. Depreciation and Amortization Expense for calculation period $___________
5. Sum of lines C1, C2, C3 and C4 ("EBITDA") $___________
6. EBITDA of Acquired Businesses during calculation period prior to
Acquisition and not otherwise included in Net Income $___________
7. Non-cash restructuring/other non-cash non-recurring charges for
calculation period (not to exceed $15,000,000 during term of
Agreement) $___________
8. Sum of lines C5, C6 and C7 ("Adjusted EBITDA") $___________
9. Line C8 must not be less than $___________
10. The Borrower is in compliance (circle yes or no) yes/no
D. Maximum Rentals (Section 8.21(d))
1. Obligations for fixed rentals or other consideration payable
under Operating Leases during most recent fiscal
year $___________
2. Line D1 shall not be greater than $24,000,000
3. The Borrower is in compliance (circle yes or no) yes/no
-2-
EXHIBIT I
COMMITMENT AMOUNT INCREASE AGREEMENT
_________________'______
Xxxxxx Trust and Savings Bank, as
Administrative Agent (the "Administrative
Agent") for the Banks referred to below
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: _______________
Re: Credit Agreement dated as of October 22, 2003 (together with all
amendments, if any, hereafter from time to time made thereto, the "Credit
Agreement"), among Plexus Corp., the Guarantors from time to time party
thereto, the Lenders from time to time party thereto and the
Administrative Agent
Ladies and Gentlemen:
In accordance with the Credit Agreement, the Borrower has requested that
the Administrative Agent consent to an increase in the aggregate Revolving
Credit Commitments (the "Commitment Amount Increase"), in accordance with
Section 1.15 of the Credit Agreement. The Commitment Amount Increase shall be
effected, in part, by [AN INCREASE IN THE REVOLVING CREDIT COMMITMENT OF [NAME
OF EXISTING LENDER] [THE ADDITION OF [NAME OF NEW LENDER] (THE "NEW LENDER") AS
A LENDER UNDER THE TERMS OF THE CREDIT AGREEMENT], all as evidenced hereby.
Capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.
After giving effect to the Commitment Amount Increase, the
Revolving Credit Commitment of the [LENDER] [NEW LENDER] shall be
$_____________.
[INCLUDE PARAGRAPHS 1-4 FOR A NEW LENDER]
1. The New Lender hereby confirms that it has received a copy of the Loan
Documents and the exhibits related thereto, together with copies of the
documents which were required to be delivered under the Credit Agreement as a
condition to the making of the Revolving Loans and other extensions of credit
thereunder. The New Lender acknowledges and agrees that it has
made and will continue to make, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, its own credit analysis and decisions
relating to the Credit Agreement. The New Lender further acknowledges and agrees
that the Administrative Agent has not made any representations or warranties
about the creditworthiness of the Borrower or any other party to the Credit
Agreement or any other Loan Document or with respect to the legality, validity,
sufficiency or enforceability of the Credit Agreement or any other Loan Document
or the value of any security therefor.
2. Except as otherwise provided in the Credit Agreement, effective as of
the date of acceptance hereof by the Administrative Agent, the New Lender (i)
shall be deemed automatically to have become a party to the Credit Agreement and
have all the rights and obligations of a "Lender" under the Credit Agreement as
if it were an original signatory thereto and (ii) agrees to be bound by the
terms and conditions set forth in the Credit Agreement as if it were an original
signatory thereto.
3. The New Lender hereby advises you of the following administrative
details with respect to its Loans and Revolving Credit Commitments:
(A) Notices:
Institution Name: __________________________
Address: __________________________
__________________________
Telephone: __________________________
Facsimile: __________________________
(B) Payment Instructions:
[4. THE NEW LENDER HAS DELIVERED, IF APPROPRIATE, TO THE BORROWER AND THE
ADMINISTRATIVE AGENT (OR IS DELIVERING TO THE BORROWER AND THE ADMINISTRATIVE
AGENT CONCURRENTLY HEREWITH) THE TAX FORMS REFERRED TO IN SECTION 13.1 OF THE
CREDIT AGREEMENT.]*
This Agreement shall be deemed to be a contractual obligation under, and
shall be governed by and construed in accordance with, the laws of the State of
Illinois.
The Commitment Amount Increase shall be effective when Administrative
Agent receives fully executed Commitment Amount Increase Agreements from all
Lenders who are increasing their Revolving Credit Commitments (if any) and all
new Lenders (if any) who are participating in the Commitment Amount Increase,
but not in any case prior to ___________________, ____.
--------
* Insert bracketed paragraph if New Lender is organized under the law of a
jurisdiction other than the United States of America or a state thereof.
-2-
By its execution of this letter, the Borrower hereby certifies that no
Default or Event of Default exists.
Please indicate the Administrative Agent's consent to and the Borrower's
acceptance of the portion of the Commitment Amount Increase relating to the
undersigned by signing the enclosed copy of this letter in the space provided
below.
Very truly yours,
[NEW LENDER/LENDER INCREASING
COMMITMENTS]
By
Name________________________________
Title_______________________________
The undersigned hereby consents
on this __ day of _____________,
_____ to the above-requested Commitment
Amount Increase.
XXXXXX TRUST AND SAVINGS BANK,
as Administrative Agent
By_______________________________________
Name__________________________________
Title_________________________________
Agreed to and accepted this ____ day of
______________________________,__________.
PLEXUS CORP.
By_______________________________________
Name__________________________________
Title_________________________________
-3-
SCHEDULE 1
REVOLVING CREDIT COMMITMENTS
NAME OF LENDER REVOLVING CREDIT COMMITMENT SWING LINE COMMITMENT
Xxxxxx Trust and Savings Bank $ 29,000,000 $ 5,000,000
LaSalle Bank National Association $ 24,000,000 $ -0-
National City Bank $ 24,000,000 $ -0-
The Bank of Tokyo - Mitsubishi, Ltd., $ 15,000,000 $ -0-
Chicago Branch
Royal Bank of Canada $ 14,000,000 $ -0-
U.S. Bank National Association $ 14,000,000 $ -0-
XxxXxxx National Association $ 11,000,000 $ -0-
Xxxxx Fargo Bank, National Association $ 11,000,000 $ -0-
Bank of America, N.A. $ 8,000,000 $ -0-
TOTAL $ 150,000,000 $ 5,000,000
============= =============
