<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
X Quarterly Report Under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the Quarter ended June 30, 1995
OR
_____ Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
----------------------------
Commission File Number 0-14824
----------------------------
PLEXUS CORP.
(Exact name of registrant as specified in charter)
Wisconsin 39-1344447
(State of Incorporation) (IRS Employer Identification No.)
55 Jewelers Park Drive Neenah, Wisconsin 54957-0156
(Address of principal executive offices) (ZIP Code)
(414) 722-3451
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No____
As of August 8, 1995 there were 6,467,776 shares of Common Stock of the
Company outstanding.
<PAGE> 2
PLEXUS CORP.
Index to Form 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I Financial Information
Item 1. Financial Statements
------
Condensed Consolidated Balance Sheets....................3
Condensed Consolidated Statements of Operations..........4
Condensed Consolidated Statements
of Cash Flows............................................5
Notes to Condensed Consolidated Financial Statements.....6
Item 2. Management's Discussion and Analysis of
------
Financial Condition and Results of Operations .........7-8
Part II
Item 6. Exhibits and Reports on Form 8-K..................9
------
Signature.....................................................9
</TABLE>
<PAGE> 3
PLEXUS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
June 30, 1995 September 30, 1994
(unaudited)
----------------- ------------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,106 $ 1,081
Accounts receivable, net
of allowance of $130 42,792 43,699
Inventories 60,706 60,047
Deferred income taxes 743 743
Prepaid expenses and other 1,095 3,200
--------- ---------
Total current assets 106,442 108,770
Property, plant and equipment, net 12,167 12,856
Other 364 395
--------- ---------
Total assets $ 118,973 $ 122,021
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 553 $ 550
Accounts payable 31,009 36,891
Customer deposits 5,084 3,501
Accrued liabilities:
Salaries and wages 3,126 2,182
Other 2,301 2,862
--------- ---------
Total current liabilities 42,073 45,986
Long-term debt 37,911 40,691
Deferred income taxes 465 465
Stockholders' equity:
Series A preferred stock, $.01 par value,
$1,000 face value, 7,000 shares
authorized and issued (aggregate
liquidation preference of $7 million) 0 0
Preferred stock $.01 par value,
4,993,000 shares authorized, none issued - -
Common Stock, $.01 par value,
30,000,000 shares authorized,
6,460,498 issued 65 65
Additional paid-in capital 13,829 13,829
Retained earnings 24,630 20,985
--------- ---------
38,524 34,879
--------- ---------
Total liabilities and
stockholders' equity $ 118,973 $ 122,021
========= =========
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 4
PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Share and Per Share Amounts)
Unaudited
<TABLE>
<CAPTION>
Three-Month Period Ended Nine-Month Period Ended
June 30, June 30,
1995 1994 1995 1994
-------------------------------- ------------------------------
<S> <C> <C> <C> <C>
Net sales $ 72,354 $ 55,004 $ 207,075 $ 172,271
Cost of sales 66,079 51,360 190,504 160,555
-------------------------------- ------------------------------
Gross profit 6,275 3,644 16,571 11,716
Selling and administrative expenses 2,692 2,249 8,049 6,046
-------------------------------- ------------------------------
Operating income 3,583 1,395 8,522 5,670
-------------------------------- ------------------------------
Other income (expense):
Interest expense (723) (932) (2,180) (2,408)
Other 128 27 524 14
-------------------------------- ------------------------------
(595) (905) (1,656) (2,394)
-------------------------------- ------------------------------
Income before income taxes 2,988 490 6,866 3,276
Provision for income taxes 1,165 186 2,678 1,245
-------------------------------- ------------------------------
Net Income $ 1,823 $ 304 $ 4,188 $ 2,031
================================ ==============================
Net income per common share
primary and fully diluted $ .26 $ .05 $ .59 $ .31
================================ ==============================
Common equivalent
shares outstanding 7,125,298 6,460,498 7,100,791 6,456,636
================================ ==============================
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 5
PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Unaudited
<TABLE>
<CAPTION>
Nine-Month Period Ended
June 30, June 30,
1995 1994
-------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 4,188 $ 2,031
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,677 1,893
Net (decrease) in working capital
excluding cash and debt (1,843) (10,865)
------------------------------
4,022 (6,941)
------------------------------
Cash flows from investing activities:
Additions to property, plant & equipment (988) (3,946)
Other, net 31 66
------------------------------
(957) (3,880)
------------------------------
Cash flows from financing activities:
Issuance of common stock - 7,021
Net increase (decrease) in outstanding debt (2,777) 3,878
Dividend Paid-Preferred Stock (263) -
------------------------------
(3,040) 10,899
------------------------------
Net increase in cash $ 25 $ 78
==============================
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 6
PLEXUS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED JUNE 30, 1995
NOTE (1) - BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by the Company without audit and pursuant to the rules and regulations
of the Securities and Exchange Commission. In the opinion of the Company, the
financial statements reflect all adjustments, which consist only of normal
recurring adjustments, necessary to present fairly the financial position of
Plexus Corp. at June 30, 1995 and the results of operations for the three-month
periods and the nine-month periods ended June 30, 1995 and 1994 and the cash
flows for the same nine-month periods.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the SEC rules and
regulations dealing with interim financial statements. However, the Company
believes that the disclosures made in the condensed consolidated financial
statements included herein are adequate to make the information presented not
misleading. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's 1994 Annual Report.
The year-end condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principals.
NOTE (2) - INVENTORIES
The major classes of inventories (rounded to thousands) are as follows:
<TABLE>
<CAPTION>
June 30, September 30,
1995 1994
------------ -------------
<S> <C> <C>
Assembly Parts $ 34,541 $ 38,156
Work-in-Process 26,080 21,616
Finished Goods 85 275
-------- --------
$ 60,706 $ 60,047
======== ========
</TABLE>
NOTE (3) - COMMON EQUIVALENT SHARES OUTSTANDING
The computations of primary and fully diluted net income per common share
for fiscal year 1995 are based upon the weighted average number of common
shares contingently issuable relating to the convertible preferred stock using
the if-converted method, and including additional dilution from outstanding
stock options. In the third quarter and first nine months of fiscal year 1994,
stock options did not impact net income per share as they were either
insignificant or antidilutive, thus the computations were based solely upon the
weighted average number of common shares outstanding during the period.
<PAGE> 7
PLEXUS CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the third fiscal quarter ended June 30, 1995 were $72,354,000
compared to $55,004,000 for the third fiscal quarter ended June 30, 1994, an
increase of $17,350,000 or 31.5%. Net sales for the nine-month period ended
June 30, 1995 increased $34,804,000 to $207,075,000 from $172,271,000 for the
same nine month period ended June 30, 1994. These increases both during the
third fiscal quarter and the nine-months ended June 30, 1995 are mainly due to
sales allocable to component parts used in assemblies (part sales) as
distinguished from sales allocable to services. Sales for the third fiscal
quarter also were positively impacted by several of the Company's new strategic
relationships, which resulted in additional projects coming on line, produced
and shipped.
Cost of goods sold for the third fiscal quarter ended June 30, 1995 increased
$14,719,000 or 28.7% to $66,079,000 from $51,360,000 for the third fiscal
quarter ended June 30, 1994. Cost of goods sold for the nine-month period
ended June 30, 1995 increased $29,949,000 or 18.7% to $190,504,000 from
$160,555,000 for the same nine-month period ended June 30, 1994. These
increases are directly related to manufacturing expenses associated with the
increased level of production that occurred during both the third fiscal
quarter and the nine-months ended June 30, 1995, such as materials, payroll and
payroll overheads.
Gross profit for the third fiscal quarter ended June 30, 1995 increased
$2,631,000 or 72.2% to $6,275,000 from $3,644,000 for the third fiscal quarter
ended June 30, 1995. As a percentage of net sales, gross profit for the third
fiscal quarter ended June 30, 1995 was 8.7% compared to 6.6% for the same
period one year ago. The increase in gross profit dollars and gross profit
margin percentage is due to increased sales revenue along with increase plant
utilization. The same is also true for the gross profit increase of $4,855,000
for the nine-months ended June 30, 1995 from $11,716,000 to $16,571,000.
Selling and administrative expenses for the third fiscal quarter ended June 30,
1995 were $2,692,000 compared to $2,249,000 for the third fiscal quarter ended
June 30, 1994, an increase of $443,000 due to personnel related expenses and
commissions; however, as a percentage of net sales, selling and administrative
expenses decreased to 3.7% compared to 4.1%. For the nine-month period ended
June 30, 1995, selling and administrative expenses increased $2,003,000 to
$8,049,000 from $6,046,000 for the same nine-month period ended June 30, 1994.
This increase is mainly due to a departmental expense reclassification of
certain expense items from cost of sales to selling and administrative expenses
during the latter portion of the third fiscal quarter ended June 30, 1994. It
is anticipated that in the quarters ahead selling and administrative expense
will continue to be in the range of 3.5% to 3.7% as a percentage of net sales.
Interest expense for the third fiscal quarter ended June 30, 1995 decreased
$209,000 to $723,000 from $932,000 for the third fiscal quarter ended June 30,
1994, due to decreased borrowings required to support working capital. For the
nine-month period ended June 30, 1995 interest expense decreased $228,000 to
$2,180,000 from $2,408,000 because of increased interest expense incurred
during the first fiscal quarter. With increasing emphasis being placed on
reducing inventory and increasing inventory turns it is anticipated that
interest expense will
<PAGE> 8
continue to decrease, especially if the interest rate environment continues to
be favorable.
Other income increased $101,000 during the third fiscal quarter ended June 30,
1995 and $510,000 for the first nine months of fiscal 1995 because of increased
billings to customers for carrying charges on inventories that were unused
because of program delays.
Income taxes increased both for the third fiscal quarter and the nine-month
period ended June 30, 1995 due to increases on pre-tax profits.
LIQUIDITY AND CAPITAL RESOURCES
The total debt to equity ratio at June 30, 1995 was 2.09 to 1 compared to 2.50
to 1 at September 30, 1994. This reduction was primarily due to decreased
borrowings under the Company's Revolving Credit Facility and earnings retained
in the Company for the first nine months of the fiscal year.
Working capital increased $1,585,000 from $62.8 million at September 30, 1994.
Both the Accounts receivable decrease of $1.0 million to $42.7 million and
Accounts payable decrease of $5.9 million are due to timing. Inventories
increased $.7 million. The Company has placed major emphasis on reducing
inventories and increasing inventory turns by instituting several new internal
programs during the latter part of the third fiscal quarter. It is increasing
the use of EDI (electronic data interchange) in order to improve the material
replenishment process and prevent the building of buffer stock, aggressive OTD
(on-time delivery) initiative has been implemented with suppliers to prevent
early/late delivery of components, the development of increased system
reporting to better utilize "total" company inventory and requirements of all
its business units, development of improved terms and conditions with suppliers
in regards to returning inventory when requirements have been reduced, and
customers are increasingly requested to prepay or cover carrying charges of
buffer stock for allocated (tight supply) components. Customer deposits
increased $1.6 million due to customers delaying programs.
As shown in the Company's statements of cash flows, cash increased by $25,000
for the first nine months of fiscal year 1995. The net increase reflects $4.0
million in net cash provided by operating activities, offset by $3.0 million
used in financing activities, $1.0 million used in investing activities
(primarily acquisition of equipment). The net cash used in financing
activities resulted from a reduction of debt and the payment of dividends on
preferred stock.
On July 28, 1995 the Company increased its Revolving Credit Facility from
$40,000,000 to $55,000,000. Of the proceeds from this increase $3,500,000 was
used to retire term debt at a higher interest rate than that charged under the
Revolving Credit Facility. The remainder of the increase will be used for
working capital. The Revolving Credit Facility expires July 31, 1998.
The Company believes that its credit facilities, leasing capabilities and
projected cash flow from operations will be sufficient to meet its foreseeable
short-term and long-term capital and liquidity needs.
<PAGE> 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 4 - Amendment No. 11 to the Revolving Credit Agreement
Exhibit 11 - Statement Regarding Computation of Per Share
Earnings
(b) Reports on Form 8-K
--None--
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
8/9/95 /s/ Peter Strandwitz
------ --------------------
Date Peter Strandwitz
Chairman and CEO
8/9/95 /s/ Thomas N. Turriff
------ ---------------------------
Date Thomas N. Turriff
Vice President - Finance
<PAGE> 1
EXHIBIT 4
AMENDMENT NO. 11 TO REVOLVING CREDIT AGREEMENT
as of July 28, 1995
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53201
LaSalle National Bank
120 South LaSalle Street
Chicago, Illinois 60603
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. 10 thereto dated as of
January 27, 1995 (the "Loan Agreement") between the Company and each of the
Banks party thereto, pursuant to which the Company has issued its revolving
credit notes, each dated January 27, 1995, 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. Addition of Bank One, Milwaukee, NA and LaSalle National Bank. The
parties to the Loan Agreement have agreed that, as of the date hereof or such
other date on which the Company and the Agent shall agree (the "Effective
Date"), (i) the unpaid principal balance of the Existing Note held by NBD Bank,
N.A. ("NBD") and all interest accrued thereon to the Effective Date shall be
paid and satisfied in full in exchange for the return to the Company of such
Existing Note, and NBD shall no longer be a party to the Loan Agreement, and
(ii) Bank One, Milwaukee, NA ("Bank One") and LaSalle National Bank ("LaSalle")
shall become
<PAGE> 2
parties to the Loan Agreement on the terms and conditions herein and therein
set forth.
3. Increase in Credit; Extension of Termination Date, etc. The Company
requests that you agree to (i) increase the aggregate amount of credit
available to the Company under the Loan Agreement from $40,000,000 to
$55,000,000, (ii) extend the Termination Date and the final maturity of the
Existing Notes from July 31, 1997 to July 31, 1998, and (iii) make certain
other incidental changes in the Loan Agreement. Any additional loans made
pursuant to such increased credit, together with the unpaid balance of the
Existing Notes held by Firstar Bank Milwaukee, N.A. ("Firstar") and Harris
Trust and Savings Bank ("Harris"), shall be (i) 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 your respective
Commitments, which shall be executed by the Company and delivered to each of
you against the return of the Existing Notes to the Company, and (ii) secured
by the liens granted to the Agent pursuant to the Security Agreement, for the
ratable benefit of the Banks. The unpaid principal balance of the Existing
Note held by NBD and all accrued interest on the Existing Notes shall be paid
in full on the Effective Date.
4. Amendments to Loan Agreement. Upon issuance of the New Notes, and
subject to all of the terms and conditions hereof, the Loan Agreement shall be
amended as of the Effective Date 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.
(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 first paragraph of the Loan Agreement is amended by deleting the
reference therein to "NBD Bank, N.A." and replacing it with reference to
"Bank One, Milwaukee, NA, a national banking association, and LaSalle
National Bank, a national banking association." All references to the
"Banks" in the Loan Agreement and the other agreements relating thereto shall
refer collectively to Firstar Bank Milwaukee, N.A., Harris Trust and Savings
Bank, Bank One, Milwaukee, NA and LaSalle National Bank.
(d) The reference to "Forty Million Dollars ($40,000,000)" in the recital
to the Loan Agreement is amended to "Fifty-Five Million Dollars
($55,000,000)."
-2-
<PAGE> 3
(e) The reference to "$20,000,000" in clause (ii)(B) of Section 1.3 of the
Loan Agreement (Borrowing Base) is amended to "$27,500,000."
(f) The first clause of the definition of "Business Day" (before the
proviso in such definition) set forth in Section 1.5 of the Loan Agreement is
hereby amended to read in its entirety as follows:
"Business Day" means any day other than Saturday or Sunday on which Banks
in the States of Wisconsin and Illinois are open for the transaction of
substantially all of their banking functions,"
(g) The table set forth in Section 1.8 of the Loan Agreement (Commitment)
shall be amended to read in its entirety as follows:
<TABLE>
<CAPTION>
Percentage
Bank Interest Commitment
---- ---------- ----------
<S> <C> <C>
Firstar Bank Milwaukee, N.A. 36.37% $20,000,000
Harris Trust and Savings Bank 30.91% $17,000,000
Bank One, Milwaukee, NA 16.36% $ 9,000,000
LaSalle National Bank 16.36% $ 9,000,000
------ -----------
TOTAL 100% $55,000,000
</TABLE>
(h) The reference to "$40,000,000" in clause (i) of Section 1.23 of the
Loan Agreement (Maximum Amount of Credit) is amended to "$55,000,000."
(i) The parenthetical in Subsection 1.31(v) of the Loan Agreement is
amended to read in its entirety as follows:
(or to a customer located outside of the United States or Canada, provided
that accounts of such foreign customers may not exceed an aggregate of
$5,000,000).
(j) The date of "July 31, 1997" set forth in Section 1.38 of the Loan
Agreement (Termination Date) is amended to "July 31, 1998."
(k) Section 10.7 of the Loan Agreement is amended by deleting the name and
address of NBD Bank, N.A. and replacing it with the names and addresses of
Bank One, Milwaukee, NA and LaSalle National Bank as set forth on the first
page of this Amendment.
-3-
<PAGE> 4
(l) Exhibit G to the Loan Agreement (Permitted Liens) is amended to read
in its entirety as set forth in Exhibit G attached hereto.
5. 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.
6. Related Transactions; Computations. On the Effective Date, (i) Bank One
and LaSalle shall become parties to the Loan Agreement as supplemented and
amended hereby with the same force and effect as if signatories thereto and
shall have the respective Commitments and Percentage Interests in the loans to
be made under the Loan Agreement set forth opposite their respective names in
Section 1.8 of the Loan Agreement as supplemented and amended hereby, (ii) each
of you will make such adjustments among yourselves as are necessary so that
after giving effect to such adjustments, the Percentage Interest of each of you
in the loans outstanding under the Loan Agreement will be the Percentage
Interest set forth under Section 1.8 of the Loan Agreement as supplemented and
amended hereby, and (iii) the obligations of the Company to Bank One and
LaSalle under the Loan Agreement as supplemented and amended hereby shall begin
to accrue. The interest and commitment fees due to Firstar and Harris with
respect to periods prior to the Effective Date shall be determined in
accordance with the Loan Agreement as in effect prior to the Effective Date,
and the interest and commitment fees due each of you with respect to the
periods beginning on or after the Effective Date shall be determined in
accordance with the Percentage Interests in effect on and after the Effective
Date.
7. 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
-4-
<PAGE> 5
have been materially adversely affected as the result of any event or
development since September 30, 1994;
(b) The Banks shall have received such documents concerning the corporate
status of the Company and the Guarantors and the authorization of the
transactions contemplated hereby as may be reasonably requested, and a
satisfactory opinion of inside counsel to the Company and the Guarantors
relating to the validity and enforceability of this Amendment and such other
matters as the Banks shall reasonably require;
(c) All indebtedness of the Company to M&I Bank Fox Valley shall have
been paid and satisfied in full and all security interests in favor of such
bank in the assets of the Company or any Guarantor shall have been terminated
and released; and
(d) 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 substance in
the reasonable opinion of the Banks and their counsel.
8. Confirmation of Loan Agreement. Except as expressly provided above, the
Loan Agreement and the other agreements related thereto shall remain in full
force and effect.
9. 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.
10. 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.
11. Counterparts. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
-5-
<PAGE> 6
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: Thomas N. Turriff
------------------------------
Title: Treasurer
Agreed to as of the date first above written.
FIRSTAR BANK MILWAUKEE, N.A.
By: Scott Roeper
-----------------------------
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: George M. Dluhy
----------------------
Title: Vice President
BANK ONE, MILWAUKEE, NA
By: A.F. Maggiore
---------------------
Title: Vice President
LASALLE NATIONAL BANK
By: Kent Hammerstom
---------------------------
Title: First Vice President
The undersigned Guarantors hereby consent to the foregoing Amendment to
Loan Agreement, and agree that (i) 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, and (ii) the obligations under their respective
Corporate Guaranty Agreements extend to and cover in full all additional
indebtedness which may be incurred by the Company pursuant to the provisions of
this Amendment and the New Notes.
-6-
<PAGE> 7
Dated as of July 28, 1995.
PLEXUS CORP.
By: Thomas N. Turriff
----------------------------
Title: Vice President-Finance
TECHNOLOGY GROUP, INC.
By: Thomas N. Turriff
-----------------------------
Title: Treasurer
-7-
<PAGE> 8
EXHIBIT A
REVOLVING CREDIT NOTE
$_____________ _____________, 199_
FOR VALUE RECEIVED, the undersigned, ELECTRONIC ASSEMBLY
CORPORATION, hereby promises to pay to the order of _______________ (the
"Payee"), on July 31, 1998, at the office of Firstar Bank Milwaukee, N.A., as
Agent for the payee hereof, at 777 East Wisconsin Avenue, Milwaukee, Wisconsin
in lawful money of the United States of America and in immediately available
funds, the principal amount of _______________ Dollars ($__________) 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. 11 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:________________________
<PAGE> 9
PERMITTED LIENS
Debtor Name: Electronic Assembly Corporation
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Secretary of State, CLEAR
Kentucky
(thru 06/15/95)
County Court Clerk, 94-5692 08/10/94 The Bode-Finn Company One (1) SP Industries
Madison County, KY Compactor
(thru 06/21/95)
94-5207 07/26/94 M&I First National Leasing Specific equipment
Corp.
Assigned to Center Capital Corporation on 01/17/95; file no. _______
93-4091 06/17/93 AT&T Capital Services Specific equipment
Corporation
93-5569 08/16/93 GE Capital Specific equipment
85-4837 08/03/85 City of Richmond, Kentucky All personal property
related to real property
in Exhibit B
Assigned to: Citizen's Fidelity Bank and Trust Co., as Trustee; 85-4837
continued on 06/22/90
Secretary of State, 954607 12/01/87 First National Leasing Specific equipment
Wisconsin (thru Corp.
06/13/95)
Continued on 07/13/92; file no. 1291263
977750 04/01/88 First National Leasing Specific equipment
Corp.
Continued on 12/09/92; file no. 1319233
1007807 08/24/88 First National Leasing Specific equipment
Corp.
Continued on 03/25/93; file no. 1342424; amended on 09/01/93; file no. 1376876
1017195 10/17/88 First National Leasing Specific equipment
Corp.
Continued on 05/21/93; file no. 1355909
1042323 02/27/89 Equitable Lomas Leasing Specific equipment
Corp.
Continued on 02/02/94; file no. 1407355
1083944 09/25/89 First National Leasing Specific equipment
Corp.
Continued on 08/23/94; file no. 1450852
1121347 04/05/90 First National Leasing Specific equipment
Corp.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Amended on 09/01/93; file no. 1376877; continued on 12/15/94; file no. 1474590
1160672 10/25/90 First National Leasing Specific equipment
Corp.
1178228 01/31/91 Citizens Commercial Leasing Specific equipment
Corp.
1180318 02/11/91 First Wisconsin Leasing Specific equipment
Services Div. First Wis.
Natl. Bank of Milwaukee
1163623 11/09/90 First National Leasing Specific computer
Corp. equipment
1199449 04/19/91 First Wisconsin National All inclusive
Bank of Milwaukee, for
itself and as agent
1203543 05/08/91 M&I First National Leasing Specific equipment
Corp.
1209054 06/04/91 First Wisconsin Leasing Specific equipment
Services
Amended on 08/21/91; file no. 1224501
1216475 07/11/91 M&I First National Leasing Computer equipment and
Corp. accessories
Amended on 09/01/93; file no. 1376885
1219210 07/25/91 M&I First National Leasing Specific equipment
Corp.
1225943 08/29/91 M&I First National Leasing Specific furniture,
Corp. furnishings and fixtures
1229258 09/17/91 M&I First National Leasing Miscellaneous production
Corp. equipment
Amended on 08/19/92; file no. 1298206
1229259 09/17/91 M&I First National Leasing Specific equipment
Corp.
1232107 10/02/91 M&I First National Leasing Specific equipment
Corp.
1236122 10/22/91 LINC Venture Lease Specific equipment
Partners II LP
Assigned on 11/20/91; file no. 1241893; assigned on 02/20/92; file no. 1259808;
amended on 03/02/92; file no. 1262110
1236678 10/25/91 M&I First National Leasing Unspecified furniture and
Corp. accessories
NOTE: VAGUE COLLATERAL DESCRIPTION
1236679 10/25/91 M&I First National Leasing Specific equipment
Corp.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Amended on 09/01/93; file no. 1376886
1239724 11/11/91 M&I First National Leasing Specific equipment
Corp.
Amended on 09/01/93; file no. 1376887
1243855 12/02/91 General Electric Capital Specific equipment
Corp.
1243856 12/02/91 General Electric Capital Specific equipment
Corp.
1245189 12/09/91 Norwest Equipment Finance Specific equipment
Inc.
1245190 12/09/91 Norwest Equipment Finance Specific equipment
Inc.
1245191 12/09/91 Norwest Equipment Finance Specific equipment
Inc.
1246367 12/16/91 M&I First National Lease Specific equipment
Corp.
Amended on 09/01/93; file no. 1376889
1256906 02/06/92 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
1260670 02/24/92 LINC Venture Lease Partners Goods and equipment
II LP covered by specific lease
Assigned on 03/25/92; file no. 1267760; assigned on 06/05/92; file no. 1283586
1261641 02/28/92 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
1272343 04/15/92 Norwest Equipment Finance Specific equipment
Inc.
1279434 05/18/92 M&I First National Leasing Specific computer
Corp. equipment
Amended on 09/01/93; file no. 1376888
1279968 05/20/92 M&I First National Leasing Specific equipment
Corp.
1282102 05/29/92 Norwest Equipment Finance Specific equipment
Inc.
1290730 07/09/92 Norwest Equipment Finance Specific equipment
Inc.
1291444 07/13/92 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
</TABLE>
-3-
<PAGE> 12
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1295534 08/03/92 Norwest Equipment Finance Specific equipment
Inc.
1304367 09/23/92 M&I First National Leasing Specific equipment
Corp.
1306619 10/02/92 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
1307260 10/07/92 M&I First National Leasing Specific equipment
Corp.
Amended on 09/01/93; file no. 1376890
1307417 10/07/92 Norwest Equipment Finance (1) Temperature Cooling
Inc. Unit
1307418 10/07/92 Norwest Equipment Finance (1) Temperature Cooling
Inc. Unit
1320259 12/14/92 United States Leasing Specific equipment
International Inc.
1320260 12/14/92 United States Leasing Specific equipment
International Inc.
1320261 12/14/92 United States Leasing Specific equipment
International Inc.
1323987 01/04/93 Norwest Equipment Finance Specific equipment
Inc.
1323988 01/04/93 Norwest Equipment Finance Specific equipment
Inc.
1337921 03/05/93 Norwest Equipment Finance Specific equipment
Inc.
1349770 04/26/93 Norwest Equipment Finance Specific equipment
Inc.
1357595 05/28/93 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
1362944 06/25/93 M&I First National Leasing Unspecified office
Corp. furniture and furnishings
Amended on 07/25/94; file no. 1444582; NOTE: VAGUE COLLATERAL DESCRIPTION
1362945 06/25/93 M&I First National Leasing Unspecified production
Corp. equipment
Amended on 12/14/93; file no. 1397307; NOTE: VAGUE COLLATERAL DESCRIPTION
1363041 06/25/93 M&I First National Leasing Specific equipment
Corp.
1373970 08/18/93 M&I First National Leasing Specific equipment
Corp.
</TABLE>
-4-
<PAGE> 13
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1376634 08/31/93 M&I First National Leasing Specific equipment
Corp.
Amended on 04/13/94; file no. 1422153
1377029 09/02/93 M&I First National Leasing Specific office furniture
Corp. and partitions
Amended on 05/12/94; file no. 1429012
1378024 09/07/93 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
1378026 09/07/93 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
1383306 10/04/93 Hewlett - Packard Co. Specific Hewlett -
Packard equipment
1387404 10/25/93 US Leasing International Specific equipment
Inc.
1387405 10/25/93 US Leasing International Specific equipment
Inc.
1387552 10/27/93 M&I First National Leasing Specific equipment
Corp.
1392966 11/22/93 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 04/11/94; file no. 1421723
1392967 11/22/93 First State Bank Specific equipment
Assigned on 08/26/94; file no. 1451597
1392968 11/22/93 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 04/11/94; file no. 1421724
1394585 12/01/93 Cobblestone Corp. of Specific equipment
Northern New England Inc.
1394588 12/01/93 Cobblestone Corp. of Specific equipment
Northern New England Inc.
1394590 12/01/93 Cobblestone Corp. of Specific equipment
Northern New England Inc.
1397301 12/14/93 M&I First National Leasing Specific production
Corp. equipment
Amended on 02/17/94; file no. 1410214
1399647 12/27/93 Bell Atlantic Tricon Specific equipment
Leasing Corp.
</TABLE>
-5-
<PAGE> 14
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1399649 12/27/93 Bell Atlantic Tricon Specific equipment
Leasing Corp.
1399651 12/27/93 Bell Atlantic Tricon Specific equipment
Leasing Corp.
1399653 12/27/93 Bell Atlantic Tricon Specific equipment
Leasing Corp.
1399655 12/27/93 Bell Atlantic Tricon Specific equipment
Leasing Corp.
1399658 12/27/93 Bell Atlantic Tricon Specific equipment
Leasing Corp.
1399659 12/27/93 Bell Atlantic Tricon Specific equipment
Leasing Corp.
1406171 01/27/94 Capital Preferred Yield Specific equipment
Fund-II LP
Assigned on 07/05/94; file no. 1440213
1406172 01/27/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 04/25/94; file no. 1425002
1406173 01/27/94 Capital Preferred Yield Specific equipment
Fund-II LP
Assigned on 07/05/94; file no. 1440214
1406174 01/27/94 Capital Preferred Yield Specific equipment
Fund-II LP
Assigned on 07/05/94; file no. 1440215
1411544 02/24/94 Center Capital Corp. Specific production
equipment
Amended on 10/12/94; file no. 1461081; assigned on 01/17/95; file no. 1481436
1416613 03/21/94 Capital Preferred Yield Specific equipment
Fund-II LP
Assigned on 06/20/94; file no. 1437014
1416614 03/21/94 Capital Preferred Yield Specific equipment
Fund-II LP
Assigned on 06/20/94; file no. 1437015
1416615 03/21/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 04/11/94; file no. 1421725
</TABLE>
-6-
<PAGE> 15
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1417196 03/23/94 M&I First National Leasing Specific equipment
Corp.
1418251 03/28/94 M&I First National Leasing Specific computer
Corp. equipment
Amended on 06/21/94; file no. 1437327
1418330 03/28/94 Tricon Capital Corp. Specific equipment
Assigned on 06/20/94; file no. 1436999
1421873 04/12/94 Tricon Capital Corp. Specific equipment
Assigned on 06/20/94; file no. 1436998
1421875 04/12/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 05/02/94; file no. 1426661
1421877 04/12/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 05/02/94; file no. 1426662
1421879 04/12/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 05/02/94; file no. 1426663
1421881 04/12/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 05/02/94; file no. 1426664
1421883 04/12/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 05/02/94; file no. 1426665
1421885 04/12/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 05/02/94; file no. 1426666
1426396 05/02/94 CIT Group/Equipment Specific equipment
Financing Inc.
Assigned on 05/23/94; file no. 1431311
1429917 05/17/94 M&I First National Leasing Specific equipment
Corp.
1435801 06/13/94 Norwest Equipment Finance Specific equipment
Inc.
1435802 06/13/94 Norwest Equipment Finance Specific equipment
Inc.
</TABLE>
-7-
<PAGE> 16
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1435803 06/13/94 Norwest Equipment Finance Specific equipment
Inc.
1435804 06/13/94 Norwest Equipment Finance Specific equipment
Inc.
1435805 06/13/94 Norwest Equipment Finance Specific equipment
Inc.
1437003 06/20/94 Tricon Capital Corp. Specific equipment
1437004 06/20/94 Tricon Capital Corp. Specific equipment
1437005 06/20/94 Tricon Capital Corp. Specific equipment
1440219 07/05/94 Liberty Federal Savings Specific equipment
Bank
Assigned on 02/20/95; file no. 1488653
1441365 07/11/94 Capital Associates Specific equipment
International Inc.
1442389 07/14/94 Tricon Capital Corp. Specific equipment
1444479 07/25/94 M&I First National Leasing Specific office
Corp. furniture, office
equipment and computer
equipment
1444480 07/25/94 Center Capital Corp. Specific equipment
Assigned on 01/17/95; file no. 1481440
1453033 09/02/94 Hewlett - Packard Co. Specific equipment
1455409 09/15/94 Liberty Federal Savings Specific equipment
Bank
Assigned on 02/20/95; file no. 1488654
1460911 10/11/94 General Electric Co. Specific inventory
1462654 10/19/94 Nynex Credit Co. Specific equipment
1462655 10/19/94 Nynex Credit Co. Specific equipment
1462656 10/19/94 Nynex Credit Co. Specific equipment
1462662 10/19/94 Nynex Credit Co. Specific equipment
1463361 10/21/94 Hewlett - Packard Co. Specific equipment
1470327 11/23/94 Nynex Credit Co. Specific equipment
1475242 12/19/94 Capital Preferred Yield Specific equipment
Fund III LP
1476033 12/22/94 M&I First National Leasing Specific office
Corp. furnishings and
partitions
</TABLE>
-8-
<PAGE> 17
<TABLE>
<CAPTION>
JURISDICTION FILE NO. FILE DATE SECURED PARTY COLLATERAL
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1486239 02/08/95 M&I First National Leasing Specific office
Corp. furnishings and
partitions
1487118 02/13/95 Cargill Leasing Corp. Specific equipment
1487121 02/13/95 Cargill Leasing Corp. Specific equipment
1496218 03/24/95 Equitable Lomas Leasing Specific property and
Corp. equipment
1498579 04/05/95 M&I First National Leasing Specific equipment
Corp.
1501012 04/14/95 M&I First National Leasing Unspecified production
Corp. equipment
NOTE: VAGUE COLLATERAL DESCRIPTION
1501013 04/14/95 M&I First National Leasing Unspecified office
Corp. furniture and equipment
NOTE: VAGUE COLLATERAL DESCRIPTION
1503256 04/24/95 Norwest Equipment Finance Specific equipment
Inc.
1510094 05/22/95 Comdisco Inc. Specific equipment
1510095 05/22/95 Comdisco Inc. Specific equipment
1510581 05/24/95 M&I First National Leasing Specific equipment
Corp.
Register of Deeds, 990888 08/12/94 Nynex Credit Company Specific equipment
Winnebago County,
WI (thru 06/16/95)
Assigned on 12/19/94; file no. 992164
990889 08/12/94 Nynex Credit Company Specific equipment
Assigned on 12/19/94; file no. 992163
</TABLE>
-9-
<PAGE> 18
PLEXUS CORP.
55 Jewelers Park Drive
Neenah, Wisconsin 54957
AMENDMENT NO. 3 TO CORPORATE GUARANTEE AGREEMENT
July 28, 1995
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53201
LaSalle National Bank
120 South LaSalle Street
Chicago, Illinois 60603
Gentlemen:
Plexus Corp., a Wisconsin corporation (the "Guarantor"), hereby agrees with
you as follows:
1. Definitions. Reference is made to the Corporate Guarantee Agreement
dated as of April 18, 1991, as amended (the "Guarantee Agreement") of the
Guarantor relating to the obligations of Electronic Assembly Corporation (the
"Debtor") under the Revolving Credit Agreement dated as of April 18, 1991, as
amended through Amendment No. 11 thereto dated as of the date hereof (the
"Credit Agreement") between the Debtor and each of you. Terms defined in the
Guarantee Agreement as amended hereby and not otherwise defined herein are used
herein with the meanings so defined.
2. Amendment to Credit Agreement. The Debtor has requested that the Banks
make additional credit available to the Debtor under the Credit Agreement. As
a condition to making such additional credit available to the Debtor under the
Credit Agreement pursuant to Amendment No. 11 thereto, the Banks have required
that the Guarantee Agreement be amended as set forth below.
<PAGE> 19
July 28, 1995
Page 2
3. Amendments to Guarantee Agreement. Subject to all of the terms and
conditions hereof, the Guarantee Agreement is hereby amended as of the date
hereof as follows:
(a) Section 7(a) of the Guarantee Agreement is amended to read in its
entirety as follows:
"(a) Consolidated Tangible Net Worth. Maintain Consolidated Tangible Net
Worth (i) at all times through September 30, 1995 of not less than
$30,000,000, and (ii) at all times during each fiscal year of the Guarantor
thereafter of not less than the sum of (x) Consolidated Tangible Net Worth
required by this Agreement for the immediately preceding year plus (y) 50% of
Consolidated Net Earnings for such immediately preceding fiscal year (without
any reduction for net losses)."
(b) The definition of "Creditor" set forth in the first recital to the
Guarantee Agreement is amended by deleting the reference therein to "Valley
Bank" and replacing it with reference to "Bank One, Milwaukee, NA, LaSalle
National Bank". All references to the "Creditor" in the Guarantee Agreement
shall refer collectively to Firstar Bank Milwaukee, N.A., Harris Trust and
Savings Bank, Bank One, Milwaukee, NA and LaSalle National Bank.
4. Conditions. Notwithstanding the foregoing, this Amendment shall not
become effective unless and until each of the conditions to the effectiveness
of Amendment No. 11 to the Credit Agreement dated the date hereof has been
satisfied, and Amendment No. 11 to the Credit Agreement has been duly executed
and delivered by each of the signatories thereto.
5. Representations. The Guarantor repeats and reaffirms the
representations and warranties set forth in Section 6 of the Guarantee
Agreement, except as to transactions specifically contemplated hereby. The
Guarantor also represents and warrants that the execution, delivery and
performance of this Amendment, and the documents required herein, are within
the corporate powers of the Guarantor, 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 Guarantor or of any law, rule,
regulation, order, or judgment presently in effect having applicability to the
Guarantor, or (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 other agreement or
instrument to which the Guarantor or any subsidiary is a party or by which it
or its properties may be bound or affected.
<PAGE> 20
July 28, 1995
Page 3
6. Confirmation of Agreements. Except as expressly provided above, the
Guarantee Agreement and the other agreements relating thereto shall remain in
full force and effect.
7. Costs and Expenses. The Guarantor 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 all costs of collection, and 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. Miscellaneous. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument. The provisions of this Amendment shall inure to the
benefit of and be binding upon any successor to any of the parties hereto. All
agreements, representations and warranties made herein shall survive the
execution of this Amendment and the making of the Loans under the Credit
Agreement, as amended.
If the foregoing is satisfactory to you, please sign the form of acceptance
below and return a signed counterpart hereof to the Guarantor.
Very truly yours,
PLEXUS CORP.
By: Thomas N. Turriff
-----------------------------
Title: Vice President-Finance
<PAGE> 21
July 28, 1995
Page 4
Agreed to as of the date first above written.
FIRSTAR BANK MILWAUKEE, N.A.,
for itself and as Agent
By: Scott Roeper
----------------------------
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: George M. Dluhy
---------------------------
Title: Vice President
BANK ONE, MILWAUKEE, NA
By: A.F. Maggiore
--------------------------
Title: Vice President
LASALLE NATIONAL BANK
By: Kent Hammerstom
---------------------------
Title: First Vice President
<PAGE> 22
TECHNOLOGY GROUP, INC.
55 Jewelers Park Drive
Neenah, Wisconsin 54957
AMENDMENT NO. 1 TO CORPORATE GUARANTEE AGREEMENT
July 28, 1995
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53201
LaSalle National Bank
120 South LaSalle Street
Chicago, Illinois 60603
Gentlemen:
Technology Group, Inc., a Wisconsin corporation (the
"Guarantor"), hereby agrees with you as follows:
1. Definitions. Reference is made to the Corporate
Guarantee Agreement dated as of April 18, 1991 (the "Guarantee Agreement") of
the Guarantor relating to the obligations of Electronic Assembly Corporation
(the "Debtor") under the Revolving Credit Agreement dated as of April 18, 1991,
as amended through Amendment No. 11 thereto dated as of the date hereof (the
"Credit Agreement") between the Debtor and each of you. Terms defined in the
Guarantee Agreement as amended hereby and not otherwise defined herein are used
herein with the meanings so defined.
2. Amendment to Credit Agreement. The Debtor has
requested that the Banks make additional credit available to the Debtor under
the Credit Agreement. As a condition to making such additional credit
available to the Debtor under the Credit Agreement pursuant to Amendment No. 11
thereto, the Banks have required that the Guarantee Agreement be amended as set
forth below.
3. Amendments to Guarantee Agreement. Subject to all of
the terms and conditions hereof, the Guarantee Agreement is hereby amended as
of the date hereof as follows:
<PAGE> 23
July 28, 1995
Page 2
(a) The definition of "Creditor" set forth in the
first recital to the Guarantee Agreement is amended by deleting the
reference therein to "Valley Bank" and replacing it with reference to
"Bank One, Milwaukee, NA, LaSalle National Bank". All references to
the "Creditor" in the Guarantee Agreement shall refer collectively to
Firstar Bank Milwaukee, N.A., Harris Trust and Savings Bank, Bank One,
Milwaukee, NA and LaSalle National Bank.
4. Conditions. Notwithstanding the foregoing, this
Amendment shall not become effective unless and until each of the conditions to
the effectiveness of Amendment No. 11 to the Credit Agreement dated the date
hereof has been satisfied, and Amendment No. 11 to the Credit Agreement has
been duly executed and delivered by each of the signatories thereto.
5. Representations. The Guarantor repeats and reaffirms
the representations and warranties set forth in Section 6 of the Guarantee
Agreement, except as to transactions specifically contemplated hereby. The
Guarantor also represents and warrants that the execution, delivery and
performance of this Amendment, and the documents required herein, are within
the corporate powers of the Guarantor, 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 Guarantor or of any law, rule,
regulation, order, or judgment presently in effect having applicability to the
Guarantor, or (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 other agreement or
instrument to which the Guarantor or any subsidiary is a party or by which it
or its properties may be bound or affected.
6. Confirmation of Agreements. Except as expressly
provided above, the Guarantee Agreement and the other agreements relating
thereto shall remain in full force and effect.
7. Costs and Expenses. The Guarantor 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 all costs
of collection, and 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. Miscellaneous. This Amendment may be signed in any
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument. The provisions of this Amendment shall
inure to the benefit of and be binding upon any successor to any of the parties
hereto. All agreements,
<PAGE> 24
July 28, 1995
Page 3
representations and warranties made herein shall survive the execution of this
Amendment and the making of the Loans under the Credit Agreement, as amended.
If the foregoing is satisfactory to you, please sign the form of
acceptance below and return a signed counterpart hereof to the Guarantor.
Very truly yours,
TECHNOLOGY GROUP, INC.
By: Thomas N. Turriff
------------------------
Title: Treasurer
Agreed to as of the date first above written.
FIRSTAR BANK MILWAUKEE, N.A.,
for itself and as Agent
By: Scott Roeper
-----------------------
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: George M. Dluhy
-------------------------
Title: Vice President
BANK ONE, MILWAUKEE, NA
By: A.F. Maggiore
------------------------
Title: Vice President
LASALLE NATIONAL BANK
By: Kent Hammerstom
---------------------------
Title: First Vice President
<PAGE> 1
EXHIBIT 11
6/30/95 10-Q
Plexus Corp.
Statement Regarding Computation of Per Share Earnings
(In thousands, except per share amounts)
________
<TABLE>
<CAPTION>
Quarter Ended 6/30/95 Nine-months Ended 6/30/95
--------------------- -------------------------
Common and Common and
Common Fully Common Fully
Equivalent Diluted Equivalent Diluted
---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Net income $1,823 $1,823 $4,188 $4,188
====== ====== ====== ======
Weighted average number
of common shares
outstanding 6,460 6,460 6,460 6,460
Adjustment:
Assumed issuances under
stock option plan 110 127 85 127
Assumed conversion of
preferred stock 555 555 555 555
------ ------ ------ ------
Common equivalent shares
outstanding 7,125 7,142 7,100 7,142
====== ====== ====== ======
Net income per common share $.26 $.26 $.59 $.59
==== ==== ==== ====
</TABLE>
See notes to condensed consolidated financial statements
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<CASH> 1,106
<SECURITIES> 0
<RECEIVABLES> 42,922
<ALLOWANCES> 130
<INVENTORY> 60,706
<CURRENT-ASSETS> 106,442
<PP&E> 29,567
<DEPRECIATION> 17,400
<TOTAL-ASSETS> 118,973
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0
0
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<SALES> 207,075
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<CGS> 190,504
<TOTAL-COSTS> 190,504
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<INCOME-TAX> 2,678
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<EPS-PRIMARY> .59
<EPS-DILUTED> .59
</TABLE>
