Exhibit 10.2


 





AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


This Amendment No.
1 to Credit Agreement, dated as of May 17, 2019, (this “Amendment”), is entered into by BENCHMARK ELECTRONICS,
INC., a Texas corporation (the “Company”), the Guarantors (as defined in the Credit Agreement referenced
below) party hereto, the Lenders (as defined below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in
such capacity, the “Administrative Agent”), Swingline Lender and an L/C Issuer.


 


INTRODUCTION


 


Reference is made to
the Credit Agreement dated as of July 20, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified
from time to time, the “Credit Agreement”), among the Company, certain subsidiaries of the Company from time
to time party thereto as “Designated Borrowers”, the lenders from time to time party thereto (collectively, the “Lenders”
and individually, a “Lender”), and the Administrative Agent.


 


The Company has requested,
and the undersigned Lenders (which Lenders constitute the Required Lenders) and the Administrative Agent have agreed, on the terms
and conditions set forth herein, to make certain amendments to the Credit Agreement.


 


THEREFORE, in
connection with the foregoing and for other good and valuable consideration, the Company, the undersigned Lenders, and the Administrative
Agent hereby agree as follows:


 


Section 1. Definitions; References. Unless otherwise defined in this Amendment, each term used in this Amendment that is defined
in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.


 


Section 2. Amendment of Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by replacing “$80,000,000”
in the definition of “Permitted Receivables Transaction” with “$120,000,000”.


 


Section 3. Representations and Warranties. The Company represents and warrants that (a) the execution, delivery, and performance
by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do
not and will not violate the terms of any of such Person’s Organization Documents; (b) this Amendment, and the Credit Agreement
as amended hereby, constitute legal, valid, and binding obligations of each Loan Party, enforceable against such Loan Party in
accordance with their terms, subject to Debtor Relief Laws and similar Laws affecting creditors’ rights generally or providing
relief for debtors and subject to principles of equity; (c) the representations and warranties of the Company and each other Loan
Party contained in each Loan Document are (i) with respect to representations and warranties that contain a materiality qualification,
true and correct in all respects on and as of the Amendment Effective Date, and (ii) with respect to representations and warranties
that do not contain a materiality qualification, true and correct in all material respects on and as of the Amendment Effective
Date; (d) no Default or Event of Default exists under the Loan Documents; and (e) the Liens under the Collateral Documents
are valid and subsisting and secure the Obligations.


 






     


     


    

 


Section 4.Effect on Loan Documents. Except as amended herein, the Credit Agreement and all other Loan Documents remain in full
force and effect as originally executed. Nothing herein shall act as a waiver of any of the Administrative Agent’s or any
Lender’s rights under the Loan Documents as amended, including the waiver of any default or event of default, however denominated.
The Company acknowledges and agrees that this Amendment shall in no manner impair or affect the validity or enforceability of the
Credit Agreement. This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting
the foregoing, any breach of representations, warranties, and covenants under this Amendment may be a default or event of default
under the other Loan Documents.


 


Section 5. Effectiveness. This Amendment shall become effective, and the Credit Agreement shall be amended as provided for herein,
upon the date of satisfaction of the following conditions (the “Amendment Effective Date”):


 


(a) the
Administrative Agent (or its counsel) shall have received:


 


(i) counterparts
hereof duly executed and delivered by a duly authorized officer of the Company, each Guarantor, and by the Lenders whose consent
is required to effect the amendments contemplated hereby; and


 


(ii) an
officer’s certificate of the Company, in form and substance acceptable to the Administrative Agent, dated as of the date
hereof, certifying as to the resolutions of the governing body of the Company authorizing the Company’s execution and delivery
of this Amendment and the consummation of the transactions contemplated hereby.


 


(b) the
Company shall have paid (i) for the account of each Lender that delivers its signature page to this Amendment by 5:00 p.m. (Central
Time) on May 15, 2019, the amendment fee provided in the fee letter dated as of the date hereof among the Company and the Administrative
Agent, (ii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if
requested by the Administrative Agent); and (iii) all other costs, expenses, and fees which are payable pursuant to Section
10.04 of the Credit Agreement.


 


Section 6. Reaffirmation of Guaranty. By its signature hereto, each Guarantor represents and warrants that such Guarantor has
no defense to the enforcement of the Guaranty, and that according to its terms the Guaranty will continue in full force and effect
to guarantee the Obligations and the other amounts described in the Guaranty following the execution of this Amendment.


 


Section 7. Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT
OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section 8. Miscellaneous. The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Amendment.
This Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered
by facsimile or other electronic imaging means (e.g. “pdf” or “tif”).


 






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Section 9. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.


 


[Signature Page follows.]


 






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EXECUTED as
of the first date above written.


 





	 	BENCHMARK ELECTRONICS, INC., a Texas corporation
	 	 	 
	 	By:	/s/ Roop K. Lakkaraju
	 	Name:	Roop K. Lakkaraju
	 	Title: 	Chief Financial Officer
	 	 	 
	 	AVEX CONSTITUTION, INC., a Delaware corporation
	 	AVEX LIBERTY, INC., a Delaware corporation
	 	BENCHMARK ELECTRONICS HUNTSVILLE INC., an Alabama corporation
	 	BENCHMARK ELECTRONICS MANUFACTURING SOLUTIONS, INC., a Delaware corporation
	 	BENCHMARK ELECTRONICS MANUFACTURING SOLUTIONS (MOORPARK), INC., a California corporation
	 	BENCHMARK ELECTRONICS PHOENIX, INC., a Delaware corporation
	 	EFTC OPERATING CORP., a Delaware corporation
	 	SCS HOLDINGS, INC., a Delaware corporation
	 	SCS SECURE HOLDINGS LLC, a Delaware limited liability company
	 	SECURE COMMUNICATION SYSTEMS, INC., a Delaware corporation
	 	SMART ELECTRONICS AND ASSEMBLY, INC., a California corporation
	 	TACTICAL MICRO, INC., a Virginia corporation
	 	 	 
	 	 	 
	 	Each By: 	/s/ Roop K. Lakkaraju
	 	Name:	Roop K. Lakkaraju
	 	Title:	Chief Financial Officer


 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    







 





	 	BANK OF AMERICA, N.A., as Administrative Agent
	 	 	 
	 	 	 
	 	By:	/s/ Gavin Shak
	 	Name: 	Gavin Shak
	 	Title: 	Assistant Vice President







 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    







 





	 	BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swingline Lender
	 	 	 
	 	 	 
	 	By:	/s/ Jameson Burke
	 	Name: 	Jameson Burke
	 	Title: 	SVP




 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    







 





	 	BANK OF THE WEST, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Scott Bruni
	 	Name: 	Scott Bruni
	 	Title: 	Vice President




 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    







 





	 	BRANCH BANKING AND TRUST COMPANY, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Matt McCain
	 	Name: 	Matt McCain
	 	Title: 	Senior Vice President



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 	 
	 	By: 	/s/ Richard J Ameny, Jr.
	 	Name: 	Richard J Ameny, Jr.
	 	Title: 	Vice President



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	WELLS FARGO BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Irena Milanovic
	 	Name: 	Irena Milanovic
	 	Title: 	Vice President



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	ZB, N.A. DBA AMEGY BANK, as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Megan Wiginton
	 	Name: 	Megan Wiginton
	 	Title: 	Vice President



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Sean Piper
	 	Name: 	Sean Piper
	 	Title: 	AVP



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	HSBC BANK USA, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Michael Bustios
	 	Name: 	Michael Bustios
	 	Title: 	Senior Vice President



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	ING BANK N.V., DUBLIN BRANCH, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Padraig Matthews
	 	Name: 	Padraig Matthews
	 	Title: 	Director
	 	 	 
	 	 	 
	 	By:	/s/ Sean Hassett
	 	Name: 	Sean Hassett
	 	Title: 	Director



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	BOKF, NA DBA BANK OF TEXAS, as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Marian Livingston
	 	Name: 	Marian Livingston
	 	Title: 	Senior Vice President



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 	 
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 
	 	 	 



 






    [Signature Page to Amendment No. 1 to Credit Agreement]


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Min Park
	 	Name: 	Min Park
	 	Title: 	Vice President


 






    [Signature Page to Amendment No. 1 to Credit Agreement]