EX-10.(s)




	




Exhibit 10(s)  



NINTH AMENDMENT TO
CREDIT AGREEMENT  



                This
Amendment, dated as of September 30, 2002, is made by and among INNOVEX, INC., a
Minnesota corporation (the “Borrower”), each of the banks appearing on the
signature pages hereof, together with such other banks as may from time to time become a
party to the Credit Agreement (defined below) pursuant to the terms and conditions of Article
VIII of the Credit Agreement (herein collectively called the “Banks” and
individually each called a “Bank”), and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, formerly known as Norwest Bank Minnesota, National Association, a national
banking association, in its separate capacity as administrative agent for itself and all
other Banks (in such capacity, the “Agent”).  



Recitals 



                A.   
         The Borrower, the Banks and the Agent are parties to a Credit Agreement dated as
          of September 15, 1999, a First Amendment to Credit Agreement dated as of June
          29, 2000, a Second Amendment to Credit Agreement dated as of December 31, 2000,
          a Third Amendment to Credit Agreement dated as of March 30, 2001, a Fourth
          Amendment to Credit Agreement dated as of June 30, 2001, a Fifth Amendment to
          Credit Agreement dated as of September 30, 2001, a Sixth Amendment to Credit
          Agreement dated as of February 14, 2002, a Seventh Amendment to Credit
Agreement           dated as of April 29, 2002 and an Eighth Amendment to Credit
Agreement dated as           of June 30, 2002 (as so amended and as further amended or
restated from time to           time, the “Credit Agreement”).  



                B.   
Currently, the Borrower is in default of several provisions of the Credit
          Agreement, and the Borrower has requested that the Banks and the Agent waive
the           existing defaults and provide certain other financial accommodations.  



                C.   
The Banks and the Agent are willing to grant the Borrower’s requests
          subject to the terms and conditions set forth below.  



Agreement 



                ACCORDINGLY,
in consideration of the premises and for other good and valuable consideration, the
Borrower, the Banks and the Agent agree as follows:  



                1.   
          Definitions. All capitalized terms used in this Amendment and not otherwise
          specifically defined in this Amendment shall have the meanings given such terms
          in the Credit Agreement. In addition, Section 1.1 of the Credit Agreement is
          hereby amended by restating the following definitions in the appropriate
          alphabetical location:  










	 	        “‘Margin’means,
with respect to computation of the applicable interest rate on Fundings under a Facility,
without regard to the Borrower’s Leverage Ratio and status: (a) until the aggregate
principal amount under the Term Note is less than $8,000,000 and the Borrower is not in
default under the Credit Agreement, three percent (3.00%) for Floating Rate Advances and
(b) after the aggregate principal amount outstanding under the Term Note is less than
$8,000,000 and so long as the Borrower is not in default under the Credit Agreement, two
and one-half percent (2.50%) for Floating Rate Advances.” 







	 	        “‘Maturity
Date’ means June 15, 2004 with respect to the Term Facility.” 







	 	        “‘Ninth
Amendment’ means the Ninth Amendment to Credit Agreement, dated as of September 30,
2002, by and among the Borrower, the Banks and the Agent.” 







	


                2.   
Interest Coverage. Section 5.9 of the Credit Agreement is hereby amended in its
          entirety to read as follows:  










	 	        “Section
5.9 Interest Coverage Ratio. As of each Covenant Computation Date, the Borrower
will maintain its Interest Coverage Ratio at not less than the ratio set forth below,
opposite the applicable Covenant Computation date set forth below:  







	


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      Applicable Covenant 

      Computation Date 	  	Minimum
      Interest Coverage 

      Ratio 	  
	 	
      

    	 	
      

    	 
	 	   June
      30, 2003 	            	1.0 to
      1.0 	                  
	 	 September
      30, 2003 	  	1.0 to
      1.0 	  






	


                3.   
                     Leverage.
Section 5.10 of the Credit Agreement is hereby amended in
its                     entirety to read as follows: 













	 	        “‘Section
5.10 Leverage Ratio. As                     of each Covenant Computation Date, the
Borrower will maintain its Leverage
Ratio at not more than the ratio set forth below, opposite the applicable Covenant
Computation date set forth below:  






	 	 

      Applicable Covenant 

       Computation Date 	  	

      Leverage Ratio 	  
	 	
      

    	 	
      

    	 
	 	   June
      30, 2003 	            	3.0 to
      1.0 	                  
	 	 September
      30, 2003 	  	3.0 to
      1.0 	  






	


                4.   
          Minimum Net Worth. Section 5.11 of the Credit Agreement is hereby amended in
its           entirety to read as follows:  










	 	        “Section
5.11 Minimum Net Worth. As of each Covenant Computation Date, the Borrower will
maintain its Net Worth at an amount not less than the amount set forth opposite the
applicable Covenant Computation Date set forth below:  






	 	 

      Applicable Covenant 

       Computation Date 	  	Minimum
      Net Worth 	  
	 	
      

    	 	
      

    	 
	 	 December
      31, 2002 	            	$60,800,000 	                  
	 	   March
      31, 2003 	  	$60,800,000 	  
	 	   June
      30, 2003 	 	$60,800,000 	 
	 	 September
      30, 2003 	 	$61,800,000 	 






	


                5.   
          Profitability. Section 5.12 of the Credit Agreement is hereby amended in its
          entirety to read as follows:  










	 	        “Section
5.12 Profitability. As of each Covenant Computation Date, the Borrower will have
achieved, for its fiscal quarter ended on such Covenant Computation Date, Net Income for
such fiscal quarter, less any extraordinary income claimed or earned during such fiscal
quarter (including, without limitation, any extraordinary income claimed or earned by the
Borrower and/or its Subsidiaries as a result of any restructuring charges, costs or
expenses), in an amount equal to or greater than the amount set forth below (negative
numbers are indicated by parentheses):  






	 	 

      Applicable Covenant 

       Computation Date 	  	

      Profitability 	  
	 	
      

    	 	
      

    	 
	 	 December
      31, 2002 	            	($2,600,000) 	                  
	 	   March
      31, 2003 	  	($2,600,000) 	  
	 	   June
      30, 2003 	 	$1.00 	 
	 	 September
      30, 2003 	 	$1.00 	 






	


                6.   
          Covenant Waivers.  










	 	        (a)       September
30, 2002 Covenant Computation Date. The requirements of                     Section
5.9 of the Credit Agreement regarding the Borrower’s Interest
                    Coverage Ratio, Section 5.10 of the Credit Agreement regarding the
                    Borrower’s Leverage Ratio, Section 5.11 of the Credit Agreement
regarding                     the Borrower’s Minimum Net Worth, and Section 5.12 of
the Credit Agreement                     regarding the Borrower’s Profitability are
waived by Banks. Such waivers                     are limited to the September 30, 2002
Covenant Computation Date.  







	


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	 	        (b)       Further
Covenant Waivers. The requirements of Section 5.9 of the Credit
                    Agreement regarding the Borrower’s Interest Coverage Ratio for
the Covenant                     Computation Dates of December 31, 2002 and March 31,
2003 are hereby waived. The                     requirements of Section 5.10 of the
Credit Agreement regarding the                     Borrower’s Leverage Ratio for the
Covenant Computation Dates of December                     31, 2002 and March 31, 2003
are hereby waived. The waivers contained in this                     subparagraph are
limited to the specific provisions and Covenant Computation                     Dates set
forth in this subparagraph.  







	


                7.   
Waiver Fee. In consideration for the waivers contained herein, on the date this
          Amendment is executed, the Borrower shall pay the Agent a non-refundable
          fully-earned waiver fee in the amount of $30,000 for the pro rata account of
the           Banks on the basis of their respective Percentages.  



                8.                        Conditions
to Effectiveness. This Amendment, including the covenant waivers
                    contained in paragraph 6 herein, shall not be or become effective
unless the                     Agent receives each of the following items in form and
substance acceptable to                     the Agent on or before December 4, 2002:  










	 	            (a)   
This Amendment, duly
executed by the Agent, the Banks and the Borrower, and                     duly
acknowledged by the Guarantors;  







	 	            (b)
                        A certified copy of the
resolutions of the Board of Directors of the Borrower                     evidencing that
the officers of the Borrower have authority to enter into this
                    Amendment and the transactions contemplated by this Amendment (which
resolutions                     may, at the option of the Agent, be in the form of
ratifying resolutions);  







	 	            (c)
                        Payment of the fee
referenced in paragraph 7; and  







	 	            (d)
                        Payment of all legal fees
incurred by the Agent through the date of the                     execution of this
Amendment.  







	


                9.
                        Continued Effectiveness.
Except as amended by this Amendment, all of the terms                     and conditions
of the Credit Agreement and the other Loan Documents shall remain                     in
all other respects in full force and effect.  



                10.
                        Counterparts. This
Amendment may be executed in any number of counterparts,                     each of
which shall be deemed to be an original and all of which counterparts
                    taken together shall constitute but one and the same instrument.  



                11.
                        Release. The Borrower and
each Guarantor, by signing its respective                     Acknowledgment and
Agreement set forth below, each hereby absolutely and                     unconditionally
releases and forever discharges the Agent and each of the Banks,                     and
any and all participants, parent corporations, subsidiary corporations,
                    affiliated corporations, insurers, indemnitors, successors and
assigns thereof,                     together with all of the present and former
directors, officers, agents and                     employees of any of the foregoing
(the “Released Parties”), from any                     and all claims, demands
or causes of action of any kind, nature or description,                     whether
arising in law or equity or upon contract or tort or under any state or
                    federal law or otherwise, which the Borrower or such Guarantor has
had, now has                     or has made claim to have against such Released Party
for or by reason of any                     act, omission, matter, cause or thing
whatsoever arising from the beginning of                     time to and including the
date of this Amendment in connection with or related                     to the
transactions evidenced by the Loan Documents, whether such claims,
                    demands and causes of action are mature or unmatured or known or
unknown.  



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                12.
                        No Other Waiver. Except as
expressly set forth herein, the execution of this                     Amendment shall not
be deemed to be a waiver of any Event of Default under the                     Credit
Agreement, whether or not known to the Agent and/or the Banks and whether
                    or not existing on the date of this Amendment.  



                13.
                       Representations and
Warranties. The Borrower hereby represents and warrants to                     the Agent
and the Banks as follows:  










	 	            (a)
                        The Borrower has all
requisite power and authority to execute this Amendment                     and to
perform all of its obligations under the Credit Agreement, as amended by
                    this Amendment, and the Credit Agreement, as amended by this
Amendment, and the                     other Loan Documents executed on behalf of the
Borrower have been duly executed                     and delivered by the Borrower and
constitute the legal, valid and binding                     obligations of the Borrower,
enforceable in accordance with their respective                     terms.  







	 	            (b)   
                   The execution, delivery and performance by the Borrower of the Credit
                    Agreement, as amended by this Amendment, and the other Loan Documents
executed                     on behalf of the Borrower have been duly authorized by all
necessary corporate                     action and do not (i) require any
authorization, consent or approval by any                     governmental department,
commission, board, bureau, agency or instrumentality,                     domestic or
foreign, (ii) violate any provision of any law, rule or
                    regulation or of any order, writ, injunction or decree presently in
effect,                     having applicability to the Borrower, or the Articles of
Incorporation or                     By-laws of the Borrower, or (iii) result in a
breach of or constitute a                     default under any indenture or loan or
credit agreement or any other agreement,                     lease or instrument to which
the Borrower is a party or by which it or its                     properties may be bound
or affected.  







	 	            (c)
                    All of the representations
and warranties contained in Article IV of the                     Credit Agreement
are correct on and as of the date hereof as though made on and                     as of
such date, except to the extent that such representations and warranties
                    relate solely to an earlier date.  







	


                14.
                        References. All references
in the Credit Agreement to “this                     Agreement” shall be deemed
to refer to the Credit Agreement as amended by                     this Amendment; and
any and all references in any of the other Loan Documents to                     the
“Credit Agreement” shall be deemed to refer to the Credit
                    Agreement as amended by this Amendment.  



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









			
      INNOVEX, INC

        

        

        By

        Its 

        

          WELLS
        FARGO BANK MINNESOTA, NATIONAL        ASSOCIATION,
        formerly known as Norwest Bank        Minnesota,
        National Association, as Bank and as Agent

        

      By

        Its 

        

          U.S.
        BANK NATIONAL ASSOCIATION, as Bank

      By

        Its 

        

        

    






	


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ACKNOWLEDGMENT AND
AGREEMENT OF GUARANTORS  



                The
undersigned, each a guarantor of all debts, liabilities and other obligations of Innovex,
Inc., a Minnesota corporation (the “Borrower”) to the Banks (as defined in the
foregoing Amendment) and the Agent (as defined in the foregoing Amendment) under the
Credit Agreement (as defined in the foregoing Amendment) and related Loan Documents (as
defined in the foregoing Amendment) pursuant to (i) a separate Guaranty from Innovex
Precision Components, Inc. dated as of September 15, 1999 (the “Precision Guaranty”)
secured by a separate Security Agreement from Innovex Precision Components, Inc. dated as
of September 15, 1999 (the “Precision Security Agreement”), (ii) a separate
Guaranty from Innovex Southwest, Inc. dated as of September 15, 1999 (the “Southwest
Guaranty”) secured by a separate Security Agreement from Innovex Southwest, Inc.
dated as of September 15, 1999 (the “Southwest Security Agreement”), and (iii)
a separate Guaranty from ADFlex Cayman Limited dated as of December 31, 2000 (the “ADFlex
Guaranty,” together with the Precision Guaranty and the Southwest Guaranty, each
hereinafter called a “Guaranty”) secured by a separate Stock Pledge Agreement
from ADFlex Cayman Limited dated as of December 31, 2000 (the “ADFlex Security
Agreement,” together with the Precision Security Agreement and the Southwest
Security Agreement, each hereinafter called a “Security Agreement”), hereby (a)
acknowledges receipt of the foregoing Amendment; (b) consents to the terms of the
foregoing Amendment (including, without limitation, the releases set forth in paragraph
11 of the foregoing Amendment) and execution of the foregoing Amendment by the Borrower;
(c) reaffirms its obligations to the Agent and the Banks pursuant to the terms of its
Guaranty, its Guarantor Security Agreement and any other Loan Documents to which it is a
party; and (d) acknowledges that the Agent and the Banks may amend, restate, extend,
renew, or otherwise modify the Credit Agreement or any other Loan Document or any
indebtedness or agreement of the Borrower in favor of the Agent and/or the Banks, or
enter into any agreement or extend additional or other credit accommodations to the
Borrower, without notifying or obtaining the consent of the undersigned and without
impairing the liability of the undersigned under its Guaranty, its Guarantor Security
Agreement and any other Loan Documents to which it is a party.  









	
      INNOVEX SOUTHWEST,
        INC. 

        

        By______________________________ 

             Its____________________________

        

        

      ADFLEX CAYMAN LIMITED
        

        

        

        By_______________________________ 

             Its____________________________

        

        

    		
       INNOVEX PRECISION
        COMPONENTS, INC. 

        

        By 

        Its 

        

        

       

      






	


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