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EXHIBIT 10.1
AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
As of August 15, 2000
FIRSTAR BANK,
NATIONAL ASSOCIATION
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
HARRIS TRUST AND SAVINGS BANK
111 West Monroe Street
Chicago, Illinois 60603
BANK ONE, NA
111 East Wisconsin Avenue
P.O. Box 2033
Milwaukee, Wisconsin 53201
Gentlemen:
Plexus Corp., a Wisconsin corporation (the "Company"), hereby agrees with
each of you as follows:
1. Definitions. Reference is made to that certain Amended and Restated
Credit Agreement dated as of June 15, 2000, as amended to date (the "Credit
Agreement"), between the Company and each of you pursuant to which the Company
has issued its Line of Credit Notes dated June 15, 2000 (the "Original Notes").
All capitalized terms used and not otherwise defined herein shall have the
meanings given to such terms by the Credit Agreement as amended hereby.
2. Background. The Company has requested that the Aggregate Line
Commitment under the Credit Agreement be increased on a temporary basis from
$50,000,000 to $80,000,000 through December 31, 2000. On January 1, 2001, the
Aggregate Line Commitment under the Credit Agreement will automatically decrease
to $50,000,000. The Banks have agreed to such temporary increase subject to all
of the terms and conditions of this Amendment. Any additional Line of Credit
Loans made from the date hereof through December 31, 2000, pursuant to the
Credit Agreement as amended hereby, together with the unpaid balance of the
Original Notes, shall be evidenced by new promissory notes of the Company in the
form of Exhibit 1.4 to the Credit Agreement (the "Temporary Notes"), dated as of
the date hereof, in the aggregate principal amount of $80,000,000. The
Temporary Notes shall each be in the principal amount of each Bank's respective
Line Commitment and shall be executed by the Company and delivered to the Banks
against the return of the Original Notes to the Company. Accrued interest, if
any, on the Original Notes outstanding on the date of issuance of the Temporary
Notes shall be included in the interest due on the Temporary Notes on the first
interest payment date specified therein or
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in the Credit Agreement. On January 1, 2001, the Aggregate Line Commitment
under the Credit Agreement will automatically decrease to $50,000,000. Promptly
after January 1, 2001, the Company shall execute and deliver new promissory
notes in the form of Exhibit 1.4 to the Credit Agreement, dated as of January 1,
2001, in the aggregate principal amount of $50,000,000 (the "New Notes"). The
New Notes shall be issued in replacement of the Temporary Notes and shall be
executed by the Company and delivered to the Banks against the return of the
Temporary Notes to the Company. Accrued interest, if any, on the Temporary
Notes outstanding on January 1, 2001, shall be included in the interest due on
the New Notes upon the first interest payment date specified therein or in the
Credit Agreement.
3. Amendments to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement shall be amended, as of the date first
written above, as follows:
(a) All references to the Credit Agreement in the Credit Agreement and in
any other agreements relating thereto shall refer to the Credit Agreement as
amended hereby.
(b) All references in the Credit Agreement to the Line of Credit Notes
issued thereunder and the loans evidenced thereby shall refer to the Temporary
Notes or New Notes, as the case may be, issued hereunder and the loans
evidenced thereby (including the unpaid balance of the Temporary Notes or
Original Notes).
(c) Section 1.4 is amended and restated as follows:
Line of Credit. From time to time prior to June 15, 2001 or the
earlier termination in full of the Commitments (in either case the "Line
Termination Date"), and subject to all of the terms and conditions of this
Agreement, the Company may obtain loans from each of the Banks ("Line of
Credit Loans"), pro rata according to each Bank's Percentage Interest of
the Aggregate Line Commitment, up to the lesser of (i) the Aggregate Line
Commitment (and as to each Bank's respective Percentage Interest thereof,
its "Line Commitment"), as terminated or reduced pursuant to Section 1.11,
or (ii) the amount by which the Aggregate Commitment exceeds the sum of (A)
the outstanding principal amount of all Line of Credit Loans and Swingline
Loans, (B) the aggregate amount of Letter of Credit Obligations, and (C)
the aggregate face amount of outstanding Commercial Paper; provided,
however, that no Bank shall be required to make Line of Credit Loans in
excess of its Line Commitment. From the Effective Date through December
31, 2000, the Aggregate Line Commitment shall be $80,000,000 and the Line
Commitment and Percentage Interest of each Bank is set forth in Table A
below:
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TABLE A
<TABLE>
<CAPTION>
LINE PERCENTAGE
NAME OF BANK COMMITMENT INTEREST
------------ ---------- --------
<S> <C> <C>
Firstar Bank, National Association $30,000,000 37.5%
Bank One, NA 27,500,000 34.375%
Harris Trust and Savings Bank 22,500,000 28.125%
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Total: $80,000,000 100%
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</TABLE>
From January 1, 2001 through the Line Termination Date, the Aggregate
Line Commitment shall be $50,000,000 and the Line Commitment and Percentage
Interest of each Bank is set forth in TABLE B below:
TABLE B
<TABLE>
<CAPTION>
LINE PERCENTAGE
NAME OF BANK COMMITMENT INTEREST
------------ ---------- --------
<S> <C> <C>
Firstar Bank, National Association $20,000,000 40%
Bank One, NA 17,500,000 35%
Harris Trust and Savings Bank 12,500,000 25%
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Total: $50,000,000 100%
--------------- -----------
</TABLE>
The Company may repay the Line of Credit Loans and reborrow hereunder
from time to time prior to the Line Termination Date. Each Line of Credit
Loan from each Bank shall be in a minimum principal amount of $100,000 or a
multiple of $100,000 in excess of such amount (except as provided in
Section 2.1 with respect to Adjusted LIBOR Rate Loans), and shall be
evidenced by a single promissory note of the Company in the form of Exhibit
1.4 annexed hereto, payable to the order of the lending Bank in an amount
equal to its respective Line Commitment from time to time in effect. The
Line of Credit Notes shall be executed by the Company and delivered to the
Banks on or prior to the Effective Date. Although the Line of Credit Notes
shall be expressed to be payable in the full amounts specified above, the
Company shall be obligated to pay only the amounts of Line of Credit Loans
actually disbursed to or for the account of the Company, together with
interest on the unpaid balance of sums so disbursed which remains
outstanding from time to time, at the rates and on the dates specified
herein or in the Line of Credit Notes, together with the other amounts
provided herein.
4. Representations. The Company repeats and reaffirms the
representations and warranties set forth in Article IV of the Credit
Agreement. The Company also represents and
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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 certificate of incorporation or by-laws of the Company or of any law,
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 is a party.
5. Conditions. Without limiting any of the other terms of the Credit
Agreement as amended hereby, this Amendment shall not become effective unless
and until:
(a) It has been executed and delivered by each party to the Credit
Agreement;
(b) The Company has executed and/or delivered to the Banks or their
respective counsel such documents concerning its corporate status and the
authorization of such Amendment as may be requested.
(c) 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.
6. Confirmation of Credit Agreement. Except as expressly provided above,
the Credit Agreement 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 incurred by the Banks in connection
with the preparation, execution, delivery, administration and enforcement of
this Amendment and including without limitation the reasonable fees and
disbursements of counsel for the Agent.
8. Miscellaneous. 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 extension of credit under the Credit
Agreement, as so amended. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of Wisconsin. 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.
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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,
PLEXUS CORP.
By: /s/ Lisa M. Kelley
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Title: VP Finance & Treasurer
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(CORPORATE SEAL)
Agreed to as of the date first above written.
FIRSTAR BANK,
NATIONAL ASSOCIATION
By: /s/
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Title:
---------------------------------
HARRIS TRUST AND SAVINGS BANK
By: /s/
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Title:
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BANK ONE, NA
(Main Office Chicago)
By: /s/
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Title:
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