Exhibit 10.4 (a)
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of May
20, 1998, among MCMS, Inc. (the "Borrower"), the lending
institutions party to the Credit Agreement referred to below
(each a "Bank" and, collectively, the "Banks"), and Bankers Trust
Company, as Agent (the "Agent"). All capitalized terms used
herein and not otherwise defined herein shall have the respective
meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are
party to a Credit Agreement, dated as of February 26, 1998 (the
"Credit Agreement"); and
WHEREAS, the Borrower has requested that the Banks
provide the amendment provided for herein and the Banks have
agreed to provide such amendment on the terms and conditions set
forth herein;
NOW, THEREFORE, it is agreed:
1. Section 8.09 of the Credit Agreement is hereby
amended by deleting the first six lines of the table therein and
inserting in lieu thereof the following:
Fiscal Quarter
Ending on or about Amount
May 31, 1998 $30,100,000
August 31, 1998 $23,900,000
November 30, 1998 $20,500,000
February 28, 1999 $20,500,000
May 31, 1999 $24,000,000
August 31, 1999 $28,500,000
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2. Section 8.10 of the Credit Agreement is hereby
amended by deleting the first six lines of the table therein and
inserting in lieu thereof the following:
Fiscal Quarter
Ending on or about Ratio
May 31, 1998 1.6:1.0
August 31, 1998 1.2:1.0
Fiscal Quarter
Ending on or about Ratio
November 30, 1998 1.0:1.0
February 28, 1999 1.0:1.0
May 31, 1999 1.2:1.0
August 31, 1999 1.5:1.0
3. Section 8.11 of the Credit Agreement is hereby
amended by deleting the first three paragraphs of the table
therein and inserting in lieu thereof the following:
Period Ratio
The Effective Date to but
not including the last day
of the Borrower's fiscal
quarter ending on or about
May 31, 1998 6.2:1.0
Thereafter to but not
including the last day of
the Borrower's fiscal
quarter ending on or about
August 31, 1998 8.0:1:0
Thereafter to but not
including the last day of
the Borrower's fiscal
quarter ending on or about
November 30, 1998 8.9:1.0
Thereafter to but not
including the last day of
the Borrower's fiscal
quarter ending on or about
February 28, 1999 9.2:1.0
Thereafter to but not
including the last day of
the Borrower's fiscal
quarter ending on or about
May 31, 1999 7.8:1.0
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Period Ratio
Thereafter to but
not including the
last day of the
Borrower's fiscal
quarter ending on or
about August 31,
1999 6.5:1.0
4. In order to induce the Banks to enter into this
Amendment, the Borrower hereby represents and warrants that (i)
no Default or Event of Default exists as of the Amendment
Effective Date (as defined below) after giving effect to this
Amendment and (ii) on the Amendment Effective Date, both before
and after giving effect to this Amendment, all representations
and warranties contained in the Credit Agreement or in the other
Credit Documents are true and correct in all material respects.
5. This Amendment shall become effective on the date
(the "Amendment Effective Date") when each of the Borrower and
the Required Banks shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same
to the Agent at its Notice Office.
6. This Amendment is limited as specified and shall
not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other Credit Document.
7. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Amendment to be duly executed and
delivered as of the date hereof.
MCMS, INC.
By: /s/ Robert F. Subia
Title:President
BANKERS TRUST COMPANY,
Individually and as Agent
By: /s/ Anthony LoGrippo
Title:Vice President
SANWA BUSINESS CREDIT CORPORATION
By: /s/ Peter L. Skavia
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Frank H. Benesh
Title: Vice President
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Mark H. Trachy
Title: Vice President
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MERRILL LYNCH BUSINESS FINANCIAL
SERVICES, INC.
By: /s/ Gary Stewart
Title: Vice President
SILICON VALLEY BANK
By: /s/ Ron Sherman
Title: Vice President
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