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EXHIBIT 10.1
DEMAND NOTE
$20,000,000 July 24, 2000
FOR VALUE RECEIVED, Plexus Corp., a Wisconsin corporation, promises to pay
to the order of Firstar Bank, National Association (the "Bank"), the principal
sum of Twenty Million Dollars ($20,000,000), on August 24, 2000 (the "Maturity
Date") OR UPON EARLIER DEMAND BY THE BANK.
1. INTEREST. This Note shall bear interest at a per annum rate equal to
the Prime Rate announced by the Bank from time to time, changing as and when
such Prime Rate changes, payable with principal on the Maturity Date OR UPON
EARLIER DEMAND BY THE BANK.
2. CALCULATION OF INTEREST. Interest will be computed for the actual
number of days principal is unpaid, using a daily factor obtained by dividing
the stated interest rate by 360.
3. INCREASED INTEREST RATE. Principal amounts remaining unpaid after the
Maturity Date or after demand for payment has been made or the occurrence of
automatic acceleration hereunder shall bear interest from and after that date in
time until paid at a rate of 2% per annum plus the rate otherwise payable
hereunder.
4. PREPAYMENT. This Note may be prepaid in full or in part at any time
without premium or penalty.
5. CREDIT BALANCES; SETOFF. As additional security for the payment of the
obligations described in this Note (collectively the "Obligations"), the
Borrower hereby grants to the Bank a security interest in, a lien on and an
express contractual right to set off against all depository account balances,
cash and any other property of the Borrower now or hereafter in the possession
of the Bank. The Bank may, at any time after demand for payment has been made or
upon the occurrence of automatic acceleration hereunder set off against the
Obligations WITHOUT ANY ADVANCE OR CONTEMPORANEOUS NOTICE OR DEMAND OF ANY KIND
TO THE BORROWER, SUCH NOTICE AND DEMAND BEING EXPRESSLY WAIVED.
6. PAYMENTS. Payments due under this Note shall be made in lawful money
of the United States, and the Bank is authorized to charge payments due against
any account of the Borrower. All payments may be applied by the Bank to
principal, interest and other amounts due in any order which the Bank elects.
7. PAYMENT DUE ON DEMAND; AUTOMATIC ACCELERATION. All amounts outstanding
under this Note are due ON DEMAND. Notwithstanding the foregoing, the unpaid
principal balance of this Note, together with all interest accrued thereon,
shall automatically become immediately due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby waived,
if any bankruptcy, insolvency or receivership proceedings, or an assignment for
the benefit of creditors shall be commenced under any Federal or state law by or
against the Borrower.
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8. ADDITIONAL BANK RIGHTS. Without affecting the liability of any
Borrower, endorser, surety or guarantor, the Bank may, without notice, renew or
extend the time for payment, accept partial payments, release or impair any
collateral security for the payment of this Note, or agree not to sue any party
liable on it.
9. WARRANTIES. The Borrower makes the following warranties: (A) It is a
validly existing corporation, in good standing under the laws of its state of
organization, and has all requisite power and authority, corporate or otherwise,
and possesses all licenses necessary, to conduct its business and own its
properties. (B) The execution, delivery and performance of this Note (i) are
within the Borrower's power; (ii) have been duly authorized by proper corporate
action; (iii) do not require the approval of any governmental agency; and (iv)
will not violate any law, agreement or restriction by which the Borrower is
bound. (C) This Note is the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.
10. WAIVERS; RELATIONSHIP TO OTHER DOCUMENTS. The Borrower and all
endorsers, sureties and guarantors waive presentment, protest, demand, and
notice of dishonor. The warranties, covenants and other obligations of the
Borrower (and rights and remedies of the Bank) in this Note and all related
documents are intended to be cumulative and to supplement each other.
11. EXPENSES AND ATTORNEYS' FEES. The Borrower will reimburse the Bank and
any participant in the Obligations ("Participant") for all attorneys' fees and
all other costs, fees and out-of-pocket disbursements (including fees and
disbursements of both inside counsel and outside counsel) incurred by the Bank
or any Participant in connection with the preparation, execution, delivery,
administration, defense and enforcement of this Note, including fees and costs
related to any waivers or amendments with respect thereto. The Borrower will
also reimburse the Bank and any Participant for all costs of collection before
and after judgment, and the costs of preservation and/or liquidation of any
collateral (including fees and disbursements of both inside and outside
counsel).
12. APPLICABLE LAW AND JURISDICTION; INTERPRETATION; JOINT LIABILITY. This
Note shall be governed by and interpreted in accordance with the internal laws
of the state where the Bank's main office is located, except to the extent
superseded by Federal law. Invalidity of any provisions of this Note shall not
affect any other provision. THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY OR FEDERAL
JURISDICTION OF THE BANK'S LOCAL OFFICE, AND WAIVES ANY OBJECTION BASED ON FORUM
NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS
RELATING TO THIS NOTE, THE COLLATERAL, ANY OTHER LOAN DOCUMENT, OR ANY
TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF
THE FOREGOING. Nothing herein shall affect the Bank's rights to serve process in
any manner permitted by law, or limit the Bank's right to bring proceedings
against the Borrower in the competent courts of any other jurisdiction or
jurisdictions. This Note, and any amendments hereto (regardless of when
executed) will be deemed effective and accepted only upon the Bank's receipt of
the executed originals thereof.
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13. WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK HEREBY JOINTLY AND
SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY
COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR
CONNECTED THERETO. THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.
Plexus Corp.
By:
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Name and Title:
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ACKNOWLEDGEMENT AND CONFIRMATION
OF GUARANTEE AGREEMENTS
The undersigned Guarantors hereby acknowledge and consent to
the borrowing by Plexus Corp. of up to $20,000,000 from Firstar Bank, National
Association pursuant to a Demand Note dated July 24, 2000 (the "Demand Note"),
and hereby confirm that their respective Guaranty Agreements, each dated June
15, 2000, shall extend to the obligations of Plexus Corp. under the Demand Note.
Dated July 24, 2000.
ELECTRONIC ASSEMBLY CORPORATION
By:
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Title
TECHNOLOGY GROUP, INC.
By:
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Title
AGILITY, INCORPORATED
By:
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Title
PLEXUS INTERNATIONAL SERVICES, INC.
By:
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Title
SEAMED CORPORATION
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By:
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Title
PLEXUS INTERNATIONAL SALES &
LOGISTICS, LLC
By:
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Title
PLEXUS QS, LLC
By:
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Title
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