Suntron Corp – ‘10-K’ for 12/31/01 – EX-10.9

On:  Monday, 4/1/02   ·   For:  12/31/01   ·   Accession #:  950153-2-630   ·   File #:  0-49651

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         73    397K 
 3: EX-10.10    Material Contract                                     12     36K 
 2: EX-10.9     Material Contract                                      7     24K 
 4: EX-21       Subsidiaries of the Registrant                         1      6K 

EX-10.9   —   Material Contract

EX-10.9
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                                                                    EXHIBIT 10.9

 AMENDMENT NO. 2
TO
 K*TEC ELECTRONICS HOLDING CORPORATION
CREDIT AGREEMENT

         AMENDMENT NO. 2 (this "Amendment") dated as of December 19, 2001,
among K*TEC Electronics Holding Corporation (formerly known as K*TEC Electronics
Corporation), a Delaware Corporation (the "Borrower"), and Citicorp USA, Inc. as
sole Lender (as defined below) and as Administrative Agent (as defined below),  
amends certain provisions of the Credit Agreement dated as of January 26, 2001  
(as amended to the date hereof, the "Credit Agreement") among the Borrower, the 
financial institutions from time to time party thereto as lenders (the          
"Lenders"), the financial institutions from time to time party thereto as       
issuers (the "Issuers") and Citicorp USA, Inc., as agent for the Lenders and    
Issuers (in such capacity, the "Administrative Agent"). Capitalized terms used  
herein but not defined herein are used as defined in the Credit Agreement.      

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Issuers and the 
Administrative Agent are parties to the Credit Agreement and, as of the date    
hereof, the undersigned Lenders constitute the Requisite Lenders;               

         WHEREAS, K*TEC Electronics L.P. wishes to sell certain equipment,
valued at no more than $800,000 and described on Exhibit A hereto, to EFTC      
Corporation; and                                                                

     WHEREAS, the Administrative Agent and the undersigned Lenders
(constituting all the Lenders) agree, subject to certain limitations and        
conditions set forth below: (a) to amend Section 8.4 (Sale of Assets) of the    
Credit Agreement to permit such Asset Sale and (b) to release any and all liens 
held on such assets in accordance with clause (b)(iii)(A) of Section 10.7       
(Concerning the Collateral and Collateral Documents);                           

     NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and obligations herein set forth and other good and valuable          
consideration, the adequacy and receipt of which is hereby acknowledged, and in 
reliance upon the representations, warranties and covenants herein contained,   
the parties hereto, intending to be legally bound, hereby agree as follows:     

SECTION 1. AMENDMENTS                                               

            (a) The Credit Agreement is, effective as of the Amendment Effective
Date, hereby amended as follows:                                                

      (i) AMENDMENT TO ARTICLE VIII (NEGATIVE COVENANTS)

               (1) Section 8.4 (Sale of Assets) of the Credit Agreement is
  hereby amended by deleting the "and" at the end of clause (e) thereof,
     adding "and" at the end of clause (f) thereof, and inserting a new clause
(g) immediately after clause (f) thereof to read in its entirety as 
follows::                                                           

                (g) as long as no Default or Event of Default is
         continuing or would result therefrom, an Asset Sale in respect of
the sale by K*TEC Electronics L.P. to                   

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         EFTC Corporation of certain surface-mount manufacturing equipment
            used to produce printed circuit boards, described on Schedule 8.4(g)
        (Certain Manufacturing Equipment) hereto, for Fair Market Value,
            payable in cash upon such sale; provided, however, that with respect
   to such sale pursuant to this clause (g), (i) the aggregate
         consideration received for the sale of all assets sold during any
            Fiscal Year shall not exceed $800,000 and (ii) all Net Cash Proceeds
           of such Asset Sale are applied to the prepayment of the Obligations
      to the extent required by Section 2.9 (Mandatory Prepayments).

                (2) Section 8.9 (Transactions with Affiliates) of the Credit
     Agreement is hereby amended by deleting the word "and" immediately before
   clause (ii) thereof and inserting a comma in its place, by deleting the
    word "and" immediately before clause (iii) thereof and inserting a comma
    in its place, by deleting the period at the end thereof and replacing it
with the following:                                                 

                 and (iv) any Asset Sale pursuant to clause (g) of
        Section 8.4 (Sale of Assets), provided, however, that such Asset
     Sale be on a basis no less favorable to such Borrower or such
       Subsidiary Guarantor as would be obtained in a comparable arm's
length transaction with a Person not an Affiliate.      

(ii) AMENDMENT TO SCHEDULES                 

                  (1) A new Schedule 8.4(g) (Certain Manufacturing Equipment) to
      the Credit Agreement, substantially in the form of Exhibit A hereto, shall
    be inserted between Schedule 8.3 (Existing Investments) and Schedule 8.9
(Transactions with Affiliates) of the Credit Agreement.             

         (b) Amendment No. 1 and Waiver, dated as November 7, 2001, to the
Credit Agreement ("Amendment No. 1") is, effective as of the date hereof, hereby
amended as follows:                                                             

                (1) Section 2(a)(ii)(4) of Amendment No. 1 is hereby amended
         by deleting the words "Subclause (ii) of clause (b)" in the first
line thereof and replacing them with "Clause (b)".      

                (2) Section 2(a)(ix)(7) of Amendment No. 1 is hereby amended
            by deleting the words "a new clause (ii)" in the second line thereof
and replacing them with "a new clause (iii)".           

SECTION 2. RELEASE OF LIENS                                         

        Effective as of the Amendment Effective Date, the Administrative
Agent agrees to release liens held by the Administrative Agent for the benefit  
of the Lenders on the assets listed on Exhibit A hereto in accordance with      
clause (b)(iii)(A) of Section 10.7 (Concerning the Collateral and Collateral    
Documents).                                                                     

  SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT

           (a) This Amendment shall become effective when, and only when, each
of the following conditions precedent shall have been satisfied (the "Amendment 
Effective Date"):                                                               

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            (i) Certain Documents. The Administrative Agent shall have received,
on or before the Amendment Effective Date, all of the following, each in form   
and substance satisfactory to it:                                               

         (1) this Amendment, executed by the Borrower, each Guarantor, the
Administrative Agent and each Lender;                               

            (2) such additional documentation as the Administrative Agent or the
Lenders may reasonably require.                                     

     (ii) Corporate and Other Proceedings. All corporate and other
proceedings, and all documents, instruments and other legal matters in          
connection with the transactions contemplated by this Amendment shall be        
satisfactory in all respects in form and substance to the Administrative Agent  
and each Lender.                                                                

            (iii) No Event of Default. After giving effect to this Amendment, no
Default or Event of Default (except for those that may have been duly waived)   
shall have occurred and be continuing on the date hereof or the Amendment       
Effective Date.                                                                 

     (iv) Fees and Expenses Paid. The Borrower shall have paid all
Obligations due on or before the later of the date hereof and the Amendment     
Effective Date including, without limitation, all costs and expenses of the     
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Amendment and all other Loan Documents entered into in     
connection herewith (including, without limitation, the reasonable fees and     
out-of-pocket expenses of counsel for the Administrative Agent with respect     
thereto and all other Loan Documents) and all costs, expenses and fees due under
any Loan Document.                                                              

SECTION 4. FEES AND EXPENSES                                        

            The Borrower agrees to pay on demand in accordance with the terms of
Section 11.3 (Costs and Expenses) of the Credit Agreement all costs and expenses
of the Administrative Agent in connection with the preparation, reproduction,   
execution and delivery of this Amendment and all other Loan Documents entered   
into in connection herewith, including, without limitation, the reasonable fees,
expenses and disbursements of counsel for the Administrative Agent with respect 
thereto.                                                                        

SECTION 5. REPRESENTATIONS AND WARRANTIES                           

       On and as of the date hereof, and as of the Amendment Effective
Date, after giving effect, in respect of the date hereof, to the amendment set  
forth herein effective as of the Amendment Effective Date and, in respect of an 
Effective Date, to the waivers and amendments made by this Amendment as of such 
Effective Date (collectively, the "Effective Amendments"), the Borrower hereby  
represents and warrants to the Administrative Agent and each Lender as follows: 

           (a) this Amendment has been duly authorized, executed and delivered
by the Borrower and each Guarantor and constitutes a legal, valid and binding   
obligation of the Borrower and each Guarantor, enforceable against the Borrower 
and each Guarantor in accordance with its terms and the Credit Agreement, as    
amended by the Effective Amendments, constitutes the legal, valid and binding   
obligation of the Borrower and each Guarantor, enforceable against the Borrower 
and each Guarantor in accordance with its terms;                                

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           (b) each of the representations and warranties contained in Article
IV (Representations and Warranties) of the Credit Agreement, the other Loan     
Documents or in any certificate, document or financial or other statement       
furnished at any time under or in connection therewith are true and correct in  
all material respects on and as of the date hereof and such Effective Date, in  
each case as if made on and as of such date and except to the extent that such  
representations and warranties specifically relate to a specific date, in which 
case such representations and warranties shall be true and correct in all       
material respects as of such specific date; provided, however, that references  
therein to the "Credit Agreement" shall be deemed to refer to the Credit        
Agreement as amended by the Effective Amendments; and                           

         (c) no Default or Event of Default has occurred and is continuing
(except for those that are duly waived).                                        

SECTION 6. REFERENCE TO THE EFFECT ON THE LOAN DOCUMENTS            

   (a) As of each Effective Date, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference in the other Loan Documents to the Credit Agreement, 
shall mean and be a reference to the Credit Agreement as amended hereby as of   
such Effective Date, and this Amendment and the Credit Agreement shall be read  
together and construed as a single instrument.                                  

            (b) Except as expressly amended hereby or specifically waived above,
all of the terms and provisions of the Credit Agreement and all other Loan      
Documents are and shall remain in full force and effect and are hereby ratified 
and confirmed.                                                                  

       (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any      
right, power or remedy of the Lenders, Issuers, Arranger or the Administrative  
Agent under any of the Loan Documents, nor constitute a waiver or amendment of  
any other provision of any of the Loan Documents or for any purpose except as   
expressly set forth herein.                                                     

(d) This Amendment is a Loan Document.                  

SECTION 7. EXECUTION IN COUNTERPARTS                                

           This Amendment may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Signature pages may be detached from multiple separate  
counterparts and attached to a single counterpart so that all signature pages   
are attached to the same document. Delivery of an executed counterpart by       
telecopy shall be effective as delivery of a manually executed counterpart of   
this Amendment.                                                                 

SECTION 8. GUARANTORS CONSENT                                       

            Each Guarantor hereby consents to this Amendment and agrees that the
terms hereof shall not affect in any way its obligations and liabilities under  
the Loan Documents (other than because of the amendments to the Guaranty set    
forth herein), all of which obligations and liabilities shall remain in full    
force and effect and each of which is hereby reaffirmed (as amended by the      
amendments to the Guaranty set forth herein).                                   

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SECTION 9. GOVERNING LAW                                            

            This Amendment shall be governed by and construed in accordance with
the law of the State of New York.                                               

SECTION 10. HEADINGS                                                

         The headings contained in this Amendment are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of the 
agreement between the parties hereto.                                           

SECTION 11. NOTICES                                                 

           All communications and notices hereunder shall be given as provided
in the Credit Agreement.                                                        

SECTION 12. SEVERABILITY                                            

     The fact that any term or provision of this Agreement is held
invalid, illegal or unenforceable as to any person in any situation in any      
jurisdiction shall not affect the validity, enforceability or legality of the   
remaining terms or provisions hereof or the validity, enforceability or legality
of such offending term or provision in any other situation or jurisdiction or as
applied to any person.                                                          

SECTION 13. SUCCESSORS                                              

          The terms of this Amendment shall be binding upon, and shall inure
to the benefit of, the parties hereto and their respective successors and       
assigns.                                                                        

SECTION 14. WAIVER OF JURY TRIAL                                    

          EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT. 

[SIGNATURE PAGES FOLLOW]

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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers and general partners thereunto duly    
authorized, as of the date first above written.                                 

                             K*TEC ELECTRONICS HOLDING
                      CORPORATION,
                     as Borrower

                        By: /s/ Mike Gibbons
                                              ----------------------------------
                               Name:  Mike Gibbons
                              Title:   President

                       CITICORP USA, INC.,
                                            as Administrative Agent and Lender

                             By: /s/ James R. Williams
                                              ----------------------------------
                                    Name:  James R. Williams
                                    Title:    Vice President

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                 Guarantors:

                                           K*TEC ELECTRONICS HOLDING CORPORATION

                           By:  /s/ Mike Gibbons
                                                --------------------------------
                                   Name:  Mike Gibbons
                                  Title:   President

                                    THAYER-BLUM FUNDING II, L.L.C.

                               By: /s/ Michael B. Sweeny
                                               ---------------------------------
                                      Name:  Michael B. Sweeny
                            Title: Manager

                RODNIC LLC

                          By: /s/ Mike Gibbons
                                               ---------------------------------
                                 Name:  Mike Gibbons
                              Title: President

                CATHIO LLC

                          By: /s/ Mike Gibbons
                                               ---------------------------------
                                 Name:  Mike Gibbons
                              Title: President

                                      K*TEC ELECTRONICS L.P. (FORMERLY
                                 KNOWN AS RANDIC LP)

                     By: RodniC LLC,
                                 its general partner

                          By: /s/ Mike Gibbons
                                               ---------------------------------
                                 Name:  Mike Gibbons
                              Title: President

Dates Referenced Herein

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/1/02							None on these Dates
For Period End:		12/31/01
		12/19/01		1
		11/7/01		2
		1/26/01		1
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