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AMENDMENT NO. 10 TO REVOLVING CREDIT AGREEMENT
as of January __, 1995
Firstar Bank Milwaukee, N.A.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
NBD Bank, N.A.
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
Electronic Assembly Corporation, a Wisconsin corporation (the
"Company"), hereby agrees with you as follows:
1. Definitions. Reference is made to the Revolving
Credit Agreement dated as of April 18, 1991, as amended through Amendment No. 9
thereto dated as of August 1, 1994 (the "Loan Agreement") between the Company
and each of you, pursuant to which the Company has issued its revolving credit
notes, each dated July 30, 1993, in the aggregate principal amount of
$40,000,000 (the "Existing Notes"). All capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms by the
Loan Agreement as supplemented and amended hereby.
2. Extension of Commitment Period. The Company has
requested that the Banks agree to extend the Termination Date and the final
maturity of the Existing Notes from July 30, 1996 to July 31, 1997. The Banks
are willing to grant such extension subject to all of the terms and conditions
hereof. Any additional loans made pursuant to the revolving credit as so
extended, together with the unpaid balance of the Existing Notes, shall be
evidenced by new promissory notes of the Company in the form of Exhibit A
annexed hereto (the "New Notes") to be dated as of the date hereof, in the
amounts of the Banks' respective Commitments, which shall be executed by the
Company and delivered to the Banks against the return of the Existing Notes to
the Company. Accrued interest on the Existing Notes outstanding on the date of
issuance of the New Notes shall be included in interest due on the New Notes on
the first interest payment date specified therein.
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3. Amendments to Loan Agreement. Upon issuance of the
New Notes, the Loan Agreement shall be amended as of the date hereof as
follows:
(a) All references in the Loan Agreement to the Notes
issued thereunder and the loans evidenced thereby shall refer to the
New Notes issued hereunder and the loans evidenced thereby (including
the unpaid balances of the Existing Notes).
(b) All references to the Loan Agreement in the Loan
Agreement and in any related agreements shall refer to the Loan
Agreement as amended hereby.
(c) The date of July 30, 1996 set forth in Section 1.38
of the Loan Agreement ("Termination Date") shall be amended to July
31, 1997.
4. Representations and Warranties. The Company repeats
and reaffirms the representations and warranties set forth in Section 3 of the
Loan Agreement as of the date hereof, except that the representations in
Section 3.2 of the Loan Agreement are hereby made with respect to the audited
consolidated financial statements of Plexus Corp. as of September 30, 1994.
The Company also represents and warrants that the execution, delivery and
performance of this Amendment are within the corporate powers of the Company,
have been duly authorized by all necessary corporate action and do not and will
not (i) violate any provision of the articles of incorporation or by-laws of
the Company or of any law, rule, regulation, order or judgment presently in
effect having applicability to the Company; (ii) require the consent or
approval of, or filing or registration with, any governmental body, agency or
authority; or (iii) result in any breach of or constitute a default under any
indenture or other agreement or instrument under which the Company or any
Subsidiary is a party or by which it or its properties may be bound or
affected.
5. Conditions. Without limiting any of the other terms
of the Loan Agreement as amended hereby, this Amendment shall not become
effective, and the Banks shall not be required to make any further loans to the
Company unless and until:
(a) No Default or Event of Default shall have
occurred and be continuing after giving effect to this Amendment and
neither the business nor the assets nor the financial condition of the
Company or any Guarantor shall have been materially adversely affected
as the result of any event or development since September 30, 1994;
and
(b) All proceedings taken in connection with the
transactions contemplated by this Amendment and all instruments,
authorizations and other documents applicable thereto shall be
satisfactory in form and
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substance in the reasonable opinion of the Banks and their counsel.
6. Confirmation of Loan Agreement, etc. Except as
expressly provided above, the Loan Agreement and the other agreements related
thereto shall remain in full force and effect.
7. Fees and Expenses. The Company shall be responsible
for the payment of all fees and out-of-pocket disbursements reasonably incurred
by the Banks in connection with the preparation, execution, delivery,
administration and enforcement of this Amendment including without limitation
the reasonable fees and disbursements of counsel for the Banks, whether or not
any transaction contemplated by this Amendment is consummated.
8. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws (other than the conflict of laws
rules) of the State of Wisconsin.
9. Counterparts. This Amendment may be signed in any
number of counterparts with the same effect as if the signatures thereto any
hereto were upon the same instrument.
If the foregoing is satisfactory to you, please sign the form
of acceptance below and return a signed counterpart hereof to the Company.
Very truly yours,
ELECTRONIC ASSEMBLY CORPORATION
By:
__________________________________
Title:
___________________________________
Agreed to as of the date first above written.
FIRSTAR BANK MILWAUKEE, N.A.
By:
__________________________________
Title:
___________________________________
XXXXXX TRUST AND SAVINGS BANK
By:
__________________________________
Title:
___________________________________
NBD BANK, N.A.
By:
__________________________________
Title:
___________________________________
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The undersigned guarantors hereby consent to the foregoing
Amendment to Loan Agreement, and agree that their respective Corporate Guaranty
Agreements, each dated as of April 18, 1991, as amended, and all collateral or
security therefor, shall remain in full force and effect notwithstanding the
amendments made above.
Dated as of January __, 1995.
PLEXUS CORP.
By:
______________________________
Title:
_______________________________
TECHNOLOGY GROUP, INC.
By:
______________________________
Title:
_______________________________
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EXHIBIT A
REVOLVING CREDIT NOTE
$_____________ _____________, 199_
FOR VALUE RECEIVED, the undersigned, ELECTRONIC ASSEMBLY
CORPORATION, hereby promises to pay to the order of _______________ (the
"Payee"), on July 31, 1997, at the office of Firstar Bank Milwaukee, N.A., as
Agent for the payee hereof, at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx
in lawful money of the United States of America and in immediately available
funds, the principal amount of _______________ Dollars ($__________) or, if
less, the aggregate unpaid principal amount of all loans made by the Payee to
the undersigned under the Revolving Credit Agreement dated as of April 18,
1991, as amended from time to time (the "Credit Agreement"), by and among the
undersigned, Firstar Bank Milwaukee, N.A., for itself and as Agent, and certain
other banks named therein, together with interest on the principal amount
hereof from time to time unpaid. Interest (computed on the basis of the actual
number of days elapsed and a year of 360 days) shall accrue on such unpaid
principal amount from time to time at the rate or rates set forth in the Credit
Agreement, and shall be payable monthly on the first Business Day of each
month, or at such other times as may be provided in the Credit Agreement.
This Note is one of the New Notes issued under the Credit
Agreement, as amended by Amendment No. 10 thereto dated as of the date hereof,
and is subject to permissive and mandatory prepayment, in each case upon the
terms provided in the Credit Agreement. This Note is payable and secured in
accordance with, is governed by and subject to, and is entitled to the benefits
of, the Credit Agreement. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement.
This Note shall be construed in accordance with the laws
(other than the conflict of laws rules) of the State of Wisconsin. The
undersigned waives presentment, protest and notice of dishonor, and agrees, in
the event of default hereunder, to pay all costs and expenses of collection,
including reasonable attorneys' fees.
ELECTRONIC ASSEMBLY CORPORATION
By:___________________________
Title:________________________