EXHIBIT 10.10(g)
LIMITED WAIVER AND SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This LIMITED WAIVER AND SIXTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT (this "Amendment") is entered into as of December 4, 2002,
and amends that certain Receivables Purchase Agreement, dated as of October 6,
2000, amended as of July 1, 2001, further amended as of October 3, 2001, further
amended as of April 25, 2002, further amended as of June 28, 2002, and further
amended as of September 30, 2002 (such agreement, as so amended, the "Existing
Agreement"), by and among Plexus ABS, Inc., a Nevada corporation ("Seller"),
Plexus Corp., a Wisconsin corporation ("Plexus"), as initial Servicer (the
Servicer together with Seller, the "Seller Parties" and each a "Seller Party"),
the Financial Institutions party thereto from time to time, Preferred
Receivables Funding Corporation ("PREFCO") and Bank One, NA (Main Office
Chicago), as agent for the Purchasers thereunder and any successor agent
thereunder (together with its successors and assigns thereunder, the "Agent").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Existing Agreement.
R E C I T A L S:
WHEREAS, the Seller Parties, the Financial Institutions,
PREFCO and the Agent are parties to the Existing Agreement;
WHEREAS, each Seller Party has requested that the Agent, the
Financial Institutions and PREFCO grant certain waivers with respect to certain
provisions of the Existing Agreement as more fully described herein; and
WHEREAS, the Seller Parties, the Financial Institutions,
PREFCO and the Agent desire to amend certain provisions of the Existing
Agreement as more fully described herein.
NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Limited Waivers. Subject to the terms and
conditions set forth herein, each of the Purchasers and the Agent hereby waives
any Amortization Event that has occurred prior to the date hereof with respect
to (i) Section 9.1(a) of the Purchase Agreement solely as a result of the
failure of the Servicer to deliver the
LIMITED WAIVER AND SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
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Monthly Report for the month of October, 2002 on the 15th day of the month of
November, 2002 and (ii) Section 9.1(e) of the Purchase Agreement solely as a
result of Seller allowing the Purchaser Interests of the Purchasers to exceed
100% during the period starting on November 15, 2002 and ending on November 25,
2002.
Section 2. Amendment. Subject to the terms and conditions set
forth herein, the Existing Agreement is hereby amended by replacing the number
"1.045" in definition of "Adjusted Liquidity Price" set forth in Exhibit I of
the Existing Agreement with the number "1.125".
(a) Conditions to Effectiveness of this Amendment. This
Amendment shall become effective as of the date hereof, upon the satisfaction of
the following conditions precedent:
(b) Amendment. This Amendment shall have been duly
executed and delivered by each of the parties hereto.
(c) Officer's Certificate. The Agent shall have
received a certificate of an authorized officer of each of the Servicer and
Seller in the forms set forth as Exhibits A and B, respectively, certifying as
to matters set forth in Sections 4(a) and (b) of this Amendment.
(d) Representations and Warranties. Each of Seller and
the Servicer represents and warrants to the Financial Institutions, PREFCO and
the Agent that, as of the date hereof, after giving effect to this Amendment:
(e) no Amortization Event or Potential Amortization
Event has occurred and is continuing; and
(f) all of the representations and warranties contained
in the Existing Agreement and in the other Transaction Documents are true and
correct.
Section 3. Miscellaneous.
(a) Effect; Ratification. The amendment and waivers set
forth herein are effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Existing
Agreement or of any other instrument or agreement referred to therein; or (ii)
prejudice any right or remedy which the Financial Institutions, PREFCO or the
Agent may now have or may have in the future under or in connection with the
Existing Agreement, as
LIMITED WAIVER AND SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
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amended hereby, or any other instrument or agreement referred to therein. Each
reference in the Existing Agreement to "this Agreement," "herein," "hereof" and
words of like import and each reference in the other Transaction Documents to
the "Receivables Purchase Agreement," the "Purchase Agreement" or the Existing
Agreement shall mean the Existing Agreement as amended hereby. This Amendment
shall be construed in connection with and as part of the Existing Agreement and
all terms, conditions, representations, warranties, covenants and agreements set
forth in the Existing Agreement and each other instrument or agreement referred
to therein, except as herein amended, are hereby ratified and confirmed and
shall remain in full force and effect.
(b) Transaction Documents. This Amendment is a
Transaction Document executed pursuant to the Existing Agreement and shall be
construed, administered and applied in accordance with the terms and provisions
thereof.
(c) Costs, Fees and Expenses. Seller agrees to
reimburse the Agent and each Purchaser on demand for all costs, fees and
expenses (including the reasonable fees and expenses of counsel to the Agent and
the Purchasers) incurred in connection with the preparation, execution and
delivery of this Amendment.
(d) Counterparts. This Amendment may be executed in any
number of counterparts, each such counterpart constituting an original and all
of which when taken together shall constitute one and the same instrument.
(e) Severability. Any provision contained in this
Amendment which is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or
invalid without affecting the remaining provisions of this Amendment in that
jurisdiction or the operation, enforceability or validity of such provision in
any other jurisdiction.
(f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS.
(Signature Page Follows)
LIMITED WAIVER AND SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.
PLEXUS ABS, INC.
By: /s/
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Name:
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Title:
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PLEXUS CORP.
By: /s/
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Name:
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Title:
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PREFERRED RECEIVABLES FUNDING CORPORATION
By: /s/
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Authorized Signer
BANK ONE, NA (MAIN OFFICE CHICAGO),
as a Financial Institution and as Agent
By: /s/
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Name:
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Title:
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LIMITED WAIVER AND SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
EXHIBIT A
OFFICER'S CERTIFICATE
I, ______________, am the _______________ of Plexus Corp. (the
"Servicer"). I execute and deliver this Officer's Certificate, dated as of
December 4, 2002, on behalf of the Servicer pursuant to Section 3(b) of the
Limited Waiver and Sixth Amendment to Receivables Purchase Agreement (the
"Amendment"), dated as of the date hereof, among the Seller Parties, the
Financial Institutions, PREFCO and the Agent (each as defined therein), amending
certain provisions of that certain Receivables Purchase Agreement, dated as of
October 6, 2000, amended as of July 1, 2001, further amended as of October 3,
2001, further amended as of April 25, 2002, further amended as of June 28, 2002,
and further amended as of September 30, 2002 (such agreement, as so amended, the
"Existing Agreement"), among the Seller Parties, the Financial Institutions,
PREFCO and the Agent. Capitalized terms used herein and not defined herein shall
have the meanings set forth for such terms in the Existing Agreement.
I hereby certify, on behalf of the Servicer, that to the best
of my knowledge after due inquiry, as of the date hereof, after giving effect to
the Amendment, (a) no Amortization Event or Potential Amortization Event has
occurred and is continuing and (b) the representations and warranties of the
Servicer contained in the Existing Agreement and in the other Transaction
Documents are true and correct as of the date hereof.
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Name:
Title:
LIMITED WAIVER AND SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
EXHIBIT B
OFFICER'S CERTIFICATE
I, ______________, am the _______________ of Plexus ABS, Inc.
("Seller"). I execute and deliver this Officer's Certificate, dated as of
December 4, 2002, on behalf of Seller pursuant to Section 3(b) of the Limited
Waiver and Sixth Amendment to Receivables Purchase Agreement (the "Amendment"),
dated as of the date hereof, among the Seller Parties, the Financial
Institutions, PREFCO and the Agent (each as defined therein), amending certain
provisions of that certain Receivables Purchase Agreement, dated as of October
6, 2000, amended as of July 1, 2001, further amended as of October 3, 2001,
further amended as of April 25, 2002, further amended as of June 28, 2002, and
further amended as of September 30, 2002 (such agreement, as so amended, the
"Existing Agreement"), among the Seller Parties, the Financial Institutions,
PREFCO and the Agent. Capitalized terms used herein and not defined herein shall
have the meanings set forth for such terms in the Existing Agreement.
I hereby certify, on behalf of Seller, that to the best of my
knowledge after due inquiry, as of the date hereof, after giving effect to the
Amendment, (a) no Amortization Event or Potential Amortization Event has
occurred and is continuing and (b) the representations and warranties of Seller
contained in the Existing Agreement and in the other Transaction Documents are
true and correct as of the date hereof.
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Name:
Title:
LIMITED WAIVER AND SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
