Exhibit
10.1


FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT


This First Amendment to Fourth Amended and Restated
Credit Agreement (this “Amendment”), dated effective as of June 9, 2014,
is entered into by and among BENCHMARK ELECTRONICS, INC., a Texas corporation
(the “Company”), each of the Subsidiaries of the Company listed on the
signature pages hereof (the “Guarantors”, together with the Company, the
“Loan Parties”), the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as
Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender and
WELLS FARGO BANK, N.A. and COMPASS BANK, as Co-Syndication Agent.


WHEREAS, the Company, the Lenders, the Administrative
Agent and the Co-Syndication Agent have executed that certain Fourth Amended
and Restated Credit Agreement dated as of July 30, 2012 (said Credit Agreement, as amended and as may be further
amended, from time to time, including by this Amendment, the “Credit
Agreement”), and all capitalized terms not otherwise defined herein shall
have the meanings as defined therein; and


WHEREAS, each of the Guarantors has entered into a Guarantee
Agreement pursuant to which it has guaranteed the obligations of the Borrower
under the Credit Agreement and other Loan Documents; and


WHEREAS, the Loan Parties, the Lenders, the Administrative
Agent and the Co-Syndication Agent desire to amend the Credit Agreement to
permit certain Foreign Investments;


NOW THEREFORE, in consideration of the premises and
the mutual agreements, representations and warranties herein set forth and for
other good and valuable consideration, the Loan Parties, the Lenders, the
Administrative Agent and the Co-Syndication Agent hereby agree as follows:


SECTION 1. Amendment to
Section 6.04(a) of the Credit Agreement.  Section 6.04(a) of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following: 


“(a) Permitted Investments by the Company and any
Subsidiary and Permitted Foreign Investments by any Foreign Subsidiary, to the
extent such Permitted Foreign Investments (i) are generated by a Foreign
Subsidiary organized in the same jurisdiction of organization of the commercial
bank with which such Investment is maintained, (ii) are maintained with a
Lender or an Affiliate thereof or (iii) consist of capital contributions made
to such Foreign Subsidiary for the purpose of operations in the ordinary course
of business;” 


SECTION 2. Conditions Precedent.  The effectiveness of this
Amendment is subject to the satisfaction of the following conditions precedent:


(a) the Administrative Agent shall have received
counterparts of this Amendment, duly executed by the Loan Parties and the
Required Lenders; and


(b) all fees and expenses payable to the
Administrative Agent and the Lenders (including the fees and expenses of
counsel to the Administrative Agent) accrued to date shall have been paid in
full to the extent invoiced prior to the date hereof, but without prejudice to
the later payment of accrued fees and expenses not so invoiced.


SECTION 3. Ratification.  The agreements and obligations of the
Loan Parties and any other party liable under the Credit Agreement, the
Security Documents, the Loan Documents and any and all other documents executed
in connection therewith, are hereby brought forward, renewed and extended 





 




until the Indebtedness evidenced by the Credit Agreement
and the Loan Documents shall have been fully paid and discharged, and the Liens
and security interests granted by the Loan Parties under the Security Documents
are hereby ratified and re-granted as security for the Obligations under the
Credit Agreement and the Loan Documents as amended hereby.  The Credit
Agreement, the Security Documents, the Loan Documents and any and all other
documents executed in connection therewith and all terms thereof shall remain
in full force and effect.  The Administrative Agent on behalf of the Lenders
hereby preserves all of its rights against the Loan Parties and all Collateral
securing the Obligations, and the Loan Parties hereby agree that all such
rights and Liens are not extinguished hereby but same are ratified and brought
forward for the benefit of the Lenders.


SECTION 4. Representations True; No Default.  Each of the Loan
Parties represents and warrants, jointly and severally, as to itself and its
Subsidiaries, that:


(a) this Amendment has been duly authorized, executed
and delivered on behalf of the Loan Parties, and the Credit Agreement, as
amended hereby, and the Loan Documents constitute the valid and legally binding
agreement of the Loan Parties, enforceable in accordance with their terms;


(b) after giving effect to this Amendment, the
representations and warranties contained in the Credit Agreement and the Loan
Documents executed in connection therewith, as the case may be, are true and
correct in all material respects on and as of the date hereof as though made on
and as of the date hereof, except to the extent such representations and
warranties relate solely to an earlier date; 


(c) after giving effect to this Amendment, no Default
or Event of Default has occurred and is continuing;


(d) the Persons appearing as Guarantors on the
signature pages to this Amendment constitute all Persons who are required to be
Guarantors pursuant to the terms of the Credit Agreement and each such Person
has executed and delivered all documents and other items required to be
delivered pursuant to the Credit Agreement; and


(e) as of the date hereof, there are no Borrowing
Subsidiaries.


SECTION 5. Release and
Indemnity. 


(a) Each Loan Party hereby releases and forever
discharges the Administrative Agent and each of the Lenders and each Affiliate
thereof and each of their respective employees, officers, directors, trustees,
agents, attorneys, successors, assigns or other representatives from any and
all claims, demands, damages, actions, cross-actions, causes of action, costs
and expenses (including legal expenses), of any kind or nature whatsoever, whether
based on law or equity, which any of said parties has held or may now own or
hold, whether known or unknown, for or because of any matter or thing done,
omitted or suffered to be done on or before the date first set forth above (i)
arising directly or indirectly out of the Loan Documents, or any other
documents, instruments or any other transactions relating thereto and/or (ii)
relating directly or indirectly to all transactions by and between the Loan
Parties or their representatives and the Administrative Agent, and each Lender
or any of their respective directors, officers, agents, employees, attorneys or
other representatives.  Such release, waiver, acquittal and discharge shall and
does include, without limitation, any claims of usury, fraud, duress,
misrepresentation, lender liability, control, exercise of remedies and all
similar items and claims, which may, or could be, asserted by any Loan Parties,
including any such caused by the actions or negligence of the indemnified party
(other than its gross negligence or willful misconduct).


(b) Each Loan Party hereby ratifies the
indemnification provisions contained in the Loan Documents, including, without
limitation, Section 9.03(b) of the Credit Agreement, and agrees that
this Amendment and losses, claims, damages and expenses related thereto shall
be covered by such indemnities.


SECTION 6. No Obligation. Notwithstanding this Amendment, the
Lenders shall have no obligation to extend, renew or modify the Loans under the
Credit Agreement as amended by this 





 




Amendment and no
further obligation of any kind in excess of those expressly set forth herein
shall be inferred from this Amendment.


SECTION 7. Conditions of Effectiveness.  This Amendment shall
become effective on the date first set forth above.


SECTION 8. Reference to the Agreement. 


(a) Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “hereunder,” “herein,” “hereof” or words
of like import shall mean and be a reference to the Credit Agreement, as
affected and amended hereby.


(b) Upon effectiveness of this Amendment, each
reference in the Credit Agreement shall mean and be a reference to the Credit
Agreement, as affected and amended hereby.


SECTION 9. Miscellaneous Provisions. 


(a) This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


(b) The headings herein shall be accorded no
significance in interpreting this Amendment.


(c) This Agreement shall be a Loan Document.


SECTION 10. Governing Law.  This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and applicable
federal law.


SECTION 11. FINAL AGREEMENT OF THE PARTIES.  THIS AMENDMENT, THE
CREDIT AGREEMENT, THE SECURITY DOCUMENTS AND THE OTHER LOAN DOCUMENTS EXECUTED
IN CONNECTION THEREWITH CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION
26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE AND REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT AGREEMENTS OF THE PARTIES.


THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.


[Signature pages follow]










 




 


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


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  BENCHMARK
  ELECTRONICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  s/ Donald F. Adam

  
	
   

  	
  Name:
  Donald F. Adam

  
	
   

  	
  Title:
  CFO 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  BENCHMARK
  ELECTRONICS 

  
	
   

  	
  HUNTSVILLE
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  s/ Donald F. Adam

  
	
   

  	
  Name:
  Donald F. Adam

  
	
   

  	
  Title:
  CFO 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVEX
  CONSTITUTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  s/ Donald F. Adam

  
	
   

  	
  Name:
  Donald F. Adam

  
	
   

  	
  Title:
  CFO 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVEX
  LIBERTY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  s/ Donald F. Adam

  
	
   

  	
  Name:
  Donald F. Adam

  
	
   

  	
  Title:
  CFO 

  












 




 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., individually 

  
	
   

  	
  and as Administrative Agent,
  Issuing Lender, 

  
	
   

  	
  Swingline Lender and Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Justin Kelley

  
	
   

  	
  Name:
  Justin Kelley

  
	
   

  	
  Title:
  Vice President

  












 




 


	
   

  	
  WELLS
  FARGO BANK, N.A., individually and 

  
	
   

  	
  as Co-Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Greg Crowe

  
	
   

  	
  Name:
  Greg Crowe

  
	
   

  	
  Title:
  Sr. Vice President

  












 




 


	
   

  	
  COMPASS
  BANK, individually and as Co-

  
	
   

  	
  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Collis Sanders

  
	
   

  	
  Name:
  Collis Sanders

  
	
   

  	
  Title:
  Executive Vice President

  












 




 


	
   

  	
  FIFTH
  THIRD BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Brian Anderson

  
	
   

  	
  Name:
  Brian Anderson

  
	
   

  	
  Title:
  Vice President

  












 




 


	
   

  	
  BRANCH
  BANKING AND TRUST

  
	
   

  	
  COMPANY,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Elizabeth Willis

  
	
   

  	
  Name:
  Elizabeth Willis

  
	
   

  	
  Title:
  Vice President

  












 




 


	
   

  	
  COMERICA
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Vishakha S. Deora

  
	
   

  	
  Name:
  Vishakha S. Deora

  
	
   

  	
  Title:
  Vice President

  












 




 


	
   

  	
  BANK
  OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Jameson Burke

  
	
   

  	
  Name:
  Jameson Burke

  
	
   

  	
  Title:
  AVP 

  












 




 


	
   

  	
  HSBC
  BANK USA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Sarah S Knudsen

  
	
   

  	
  Name:
  Sarah S Knudsen

  
	
   

  	
  Title:
  Vice President

  












 




 


	
   

  	
  BOKF,
  NA dba BANK OF TEXAS, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  /s/ Marian Livingston

  
	
   

  	
  Name:
  Marian Livingston

  
	
   

  	
  Title:
  Senior Vice President