FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER
This FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of May
13, 2002 (this "First Amendment"), is made in respect of that certain Credit
Agreement dated October 25, 2000 (the "Credit Agreement") by and among PLEXUS
CORP., a Wisconsin corporation (the "Borrower"), the Subsidiary Borrowers from
time to time parties thereto, the institutions from time to time parties thereto
as Lenders (the "Lenders"), and ABN AMRO BANK N.V., as Syndication Agent,
FIRSTAR BANK, N.A., as Documentation Agent, and BANK ONE, NA, having its
principal office in Chicago, Illinois, as Administrative Agent (the "Agent").
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Credit Agreement.
ARTICLE I.
AMENDMENT TO CREDIT AGREEMENT
1.1 AMENDMENT TO SECTION 1.1. Section 1.1 of the Credit Agreement is
hereby amended by inserting therein the following defined term in appropriate
alphabetical order:
"'EBITDAR' means, for any period, on a consolidated basis for
the Company and its Subsidiaries, the sum of the amounts for such
period, without duplication, calculated in each case in accordance with
Agreement Accounting Principles, of (i) EBIT plus (ii) depreciation
expense to the extent deducted in computing Net Income, plus (iii)
amortization expense, including, without limitation, amortization of
goodwill and other intangible assets to the extent deducted in
computing Net Income, plus (iv) Rentals."
1.2 AMENDMENT TO SECTION 2.14. Section 2.14 (D)(ii) is hereby amended
by deleting the pricing grid contained therein it in its entirety and
substituting the following pricing grid therefor:
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GREATER THAN OR GREATER THAN OR GREATER THAN OR
RATIO OF TOTAL LESS THAN 1.50 TO EQUAL TO 1.50 TO EQUAL TO 2.00 TO EQUAL TO 2.50 TO
DEBT/ADJUSTED 1.00 1.00 AND LESS 1.00 BUT LESS 1.00 BUT LESS
EBITDA THAN 2.00 TO 1.00 THAN 2.50 TO 1.00 THAN 2.75 TO 1.00
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Commitment Fee 22.5 bps 25.0 bps 27.5 bps 32.5 bps
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Applicable
Eurocurrency 100.0 bps 125.0 bps 137.5 bps 150.0 bps
Margin
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Applicable
Floating Rate 0.0 bps 0.0 bps 12.5 bps 25.0 bps
Margin
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1.3 AMENDMENT TO SECTION 7.3. Section 7.3 (F)(vi) is hereby amended by
deleting the reference to "3.00" in the fourth line thereof and substituting
"2.50" therefor.
1.4 AMENDMENT TO SECTION 7.4.
(a) Section 7.4(A) is hereby amended by deleting the reference to
"3.25" in the third line thereof and substituting "2.75" therefor.
(b) Section 7.4(B) is hereby deleted in its entirety and the following
is substituted therefor:
"Minimum Interest Expense Coverage Ratio. The Company shall
maintain a ratio (the "Interest Expense Coverage Ratio") for any
applicable period of (i) the sum of (a) EBITDAR for such period plus
(b) cash and non-cash charges taken in the fiscal year 2002, the
majority of which were incurred as a result of restructurings in Mexico
and San Diego, in an amount not to exceed $7,487,000 in the aggregate
plus (c) other cash and non-cash charges incurred as a result of any
restructurings (other than those listed in the immediately preceding
subsection (b)) in an amount not to exceed $7,500,000 in the aggregate,
of which no more than $3,000,000 may be cash charges, to (ii) the sum
of (a) Interest Expense for such period plus (b) Rentals for such
period of greater than 3.00 to 1.00 for each fiscal quarter, calculated
as of the last day of each fiscal quarter for the four-quarter period
ending on such day."
ARTICLE II.
CONDITIONS TO EFFECTIVENESS
2.1 Conditions to Effectiveness. This First Amendment shall be
effective when the following conditions are satisfied:
(a) The Agent shall have received counterparts of the First Amendment
duly executed by the Borrowers and the Required Lenders.
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(b) The Agent shall have received the Reaffirmation of Subsidiary
Guaranty in the form attached hereto as Exhibit A duly executed by each
Subsidiary Guarantor.
(c) The Agent shall have received from the Borrower an amendment fee in
the amount of 0.10% of the aggregate amount of the Commitments of the Lenders
that execute and deliver this First Amendment prior to 5:00 p.m. (Chicago time)
on the date hereof, for the ratable account of such Lenders.
(d) The Borrower shall have paid all reasonable, out-of-pocket fees and
expenses of the Agent, including reasonable, out-of-pocket fees and expenses of
counsel incurred in connection with the preparation and negotiation of this
First Amendment.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants that this First Amendment
and the Credit Agreement, as amended hereby, constitute legal, valid and binding
obligations of the Borrower and are enforceable against the Borrower in
accordance with their respective terms, and that after giving effect to this
First Amendment (including, without limitation, the waiver included in Article
IV hereof), no Default has occurred and is continuing.
ARTICLE IV.
WAIVER
The Borrower has informed the Agent and the Lenders of the Borrower's
failure to comply with Section 7.4(B) of the Credit Agreement for the fiscal
quarter ending March 31, 2002, such failure to comply constituting a Default
under the Credit Agreement (the "Covenant Default"). Subject to the satisfaction
of each of the conditions set forth in Section 2.1 hereof, the Required Lenders
under Section 9.3 of the Credit Agreement hereby waive the Borrower's Covenant
Default.
If any Default is or shall be continuing under the Credit Agreement
(other than the Covenant Default), the Agent and the Lenders will be under no
obligation to forbear the exercise of their rights and remedies under the Credit
Agreement, the other Loan Documents, applicable law or otherwise. The waivers of
the Lenders set forth herein are limited as specified, and shall not constitute
or be deemed to constitute an amendment, modification or waiver of any provision
of the Credit Agreement or a waiver of any Default except as expressly set forth
herein.
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ARTICLE V.
MISCELLANEOUS
5.1 FULL FORCE AND EFFECT. Except as expressly amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used in the Credit Agreement,
"hereinafter," "hereto," "hereof," and words of similar import shall, unless the
context otherwise requires, mean the Credit Agreement after being amended by
this First Amendment. Any reference to the Credit Agreement herein shall refer
to the Credit Agreement as amended hereby.
5.2 APPLICABLE LAW. This First Amendment shall be governed by and
construed in accordance with the internal laws and judicial decisions of the
State of Illinois.
5.3 COUNTERPARTS. This First Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
5.4 HEADINGS. The headings of this First Amendment are for the purpose
of reference only and shall not affect the construction of this First Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Borrowers and the Lenders have caused this
First Amendment to be executed by their duly authorized officers all as of the
day and year first above written.
PLEXUS CORP., as the Company
By:
--------------------------------
Name:
Title:
Address:
--------------------------------
--------------------------------
--------------------------------
Attention:
----------------------
Telephone No.: (___) ___-_______
Facsimile No.: (___) ___-_______
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BANK ONE, NA (HAVING ITS PRINCIPAL OFFICE IN
CHICAGO, ILLINOIS), as Administrative Agent and
as a Lender
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
6
ABN AMRO BANK N.V., as Syndication Agent
and as a Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
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FIRSTAR BANK, N.A., as Documentation Agent and
as a Lender
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
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XXXXXX TRUST AND SAVINGS BANK, as a Lender
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH., as a Lender
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
10
BNP PARIBAS, as a Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
11
FLEET NATIONAL BANK, as a Lender
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
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FIRST UNION NATIONAL BANK, N.A., as a Lender
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
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M&I XXXXXXXX & ILSLEY BANK N.V., as a Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
00
XXX XXXXX XXXX XX XXXXXXXX PLC (formerly known as
the NATIONAL WESTMINSTER BANK PLC, NASSAU BRANCH
and the NATIONAL WESTMINSTER BANK PLC, NEW YORK
BRANCH), as a Lender
By:
--------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone No.: (____) ____-_______
Facsimile No.: (____) ____-_______
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EXHIBIT A
REAFFIRMATION OF SUBSIDIARY GUARANTY
Each of the undersigned hereby acknowledges receipt of a copy
of the foregoing First Amendment to Credit Agreement and Waiver with respect to
that certain Credit Agreement dated as of October 25, 2000 by and among Plexus
Corp., a Wisconsin corporation, the Subsidiary Borrowers from time to time
parties thereto, the institutions from time to time parties thereto as Lenders
(the "Lenders"), and ABN AMRO Bank N.V., as Syndication Agent, Firstar Bank,
N.A., as Documentation Agent, and Bank One, NA, having its principal office in
Chicago, Illinois, as Administrative Agent (the "Agent") (as amended and as the
same may be amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"). Capitalized terms used in this Reaffirmation of
Subsidiary Guaranty and not defined herein shall have the meanings given to them
in the Credit Agreement. Without in any way establishing a course of dealing by
the Agent or any Lender, each of the undersigned reaffirms the terms and
conditions of the Subsidiary Guaranty (the "Subsidiary Guaranty") dated as of
October 25, 2000 by Plexus International Services, Inc., Electronic Assembly
Corp., Technology Group, Inc., Seamed Corporation, Agility Incorporated, Plexus
Services Corp. and Qtron, Inc. (together, the "Subsidiary Guarantors") and any
other Loan Document executed by such Subsidiary Guarantor and acknowledges and
agrees that such agreement and each and every such Loan Document executed by the
undersigned in connection with the Credit Agreement remains in full force and
effect and is hereby reaffirmed, ratified and confirmed.
Dated as of May 13, 2002
PLEXUS INTERNATIONAL SERVICES, INC.
In each case:
By:
--------------------------------
Name:
Its:
PLEXUS SERVICES CORP.
By:
--------------------------------
Name:
Its:
QTRON, INC.
By:
--------------------------------
Name:
Its:
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