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EXHIBIT 10.18
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of November 10, 1999
(this "Amendment No. 2"), to the Credit Agreement dated as of August 24,1999, as
amended by Amendment No. 1 dated as of September 24, 1999 (the "Credit
Agreement"), among Comerica Bank and the other financial institutions from time
to time parties thereto (individually, a "Bank", and collectively, "Banks"),
Comerica Bank, as Agent for the Banks (in such capacity, "Agent"), and Saturn
Electronics & Engineering, Inc., Saturn Manufacturing Co., and Smartflex
Systems, Inc., successor in interest to SSI Acquisition Corp. by reason of
merger ("Borrowers").
W I T N E S S E T H:
WHEREAS, the Banks, the Agent and the Borrowers are parties to the
Credit Agreement; and
WHEREAS, the Borrowers, the Agent and the Banks wish to amend an
incorrect cross reference in the Credit Agreement;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, it is hereby agreed as follows:
ARTICLE I -- DEFINITIONS AND AMENDMENTS
1.1 Defined Terms. Capitalized terms used herein which are defined in
the Credit Agreement are used herein with such defined meanings.
1.2 Amendment to Section 2.5. Section 2.5(e)(i) and (ii) are amended by
deleting the references to Section 10.1(j) where they appear therein and
replacing them with Section 10.1(k).
ARTICLE II -- REPRESENTATIONS AND WARRANTIES;
CONDITIONS PRECEDENT
2.1 Representations; No Default. On and as of the effective date hereof
and after giving effect to this Amendment No. 2 and to the transactions
contemplated hereby, each Borrower hereby (i) confirms, reaffirms and restates
the representations and warranties set forth in Section 7 of the Credit
Agreement, except to the extent that such representations and warranties relate
solely to an earlier date in which case each Borrower hereby confirms, reaffirms
and restates such representations and warranties on and as of such earlier date,
provided that the references to the Credit Agreement therein shall be deemed to
be references to the Credit
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Agreement as amended by this Amendment No. 2, and (ii) represents and warrants
that no Default or Event of Default has occurred and is continuing.
2.2 Effective Date. This Amendment No. 2 shall become effective when
Agent shall have received counterpart originals of this Amendment No. 2, in each
case duly executed and delivered by Borrowers, the Banks and the Guarantors, in
form satisfactory to Agent and the Banks.
ARTICLE III -- MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, all of the
provisions, covenants, terms and conditions of the Credit Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms.
3.2 Expenses. The Company shall reimburse the Agent for all its
reasonable costs and expenses including, without limitation, legal expenses
incurred in connection with the preparation, execution and delivery of this
Amendment No. 2.
3.3 Governing Law. This Amendment No. 2 shall be governed by, and
construed and interpreted in accordance with, the law of the State of Michigan.
3.4 Counterparts. This Amendment No. 2 may be executed by one or more
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
3.5 Guarantors. By its execution hereof, each Guarantor consents to the
foregoing amendments and reaffirms and ratifies all of its obligations to the
Agent and the Banks under the Guaranty.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be executed and delivered by their proper and duly authorized officers or
other representatives as of the date first above written.
BORROWERS:
SATURN ELECTRONICS &
ENGINEERING, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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SATURN MANUFACTURING CO.
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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SMARTFLEX SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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AGENT AND BANKS:
COMERICA BANK, as Agent and as a Bank
By:
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Its:
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GUARANTORS:
SMARTFLEX NEW JERSEY INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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LOGICAL SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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SMARTFLEX FREMONT INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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SMARTFLEX NEW ENGLAND INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: CFO
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