Exhibit 10.30


 


FOURTH
AMENDMENT AND WAIVER TO CREDIT AGREEMENT


 


This FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
(“Amendment”) is dated as of June 25, 2009, but is effective as of May 2,
2009, among METHODE ELECTRONICS, INC., a Delaware corporation (the “Borrower”),
each lender party hereto, and BANK OF AMERICA, N.A., as Administrative Agent,
and L/C Issuer.


 


WHEREAS, the Borrower, each lender from time to time
party thereto (collectively, the “Lenders” and individually, a “Lender”)
and Bank of America, N.A., as Administration Agent and L/C Issuer are parties
to that certain Credit Agreement, dated as of December 19, 2002, as
amended by the Amendment to Credit Agreement dated as of November 3, 2005,
the Amendment to Credit Agreement dated as of January 31, 2006 and the
Waiver and Amendment dated as of February 28, 2007 (the “Existing
Credit Agreement,” and as amended and modified by this Amendment and any
future amendments, restatements, supplements and modifications thereto, the “Credit
Agreement”) (terms defined in the Credit Agreement shall have the same
respective meanings when used herein);


 


WHEREAS, the Borrower has requested that Agent and
Lenders agree to waive the Events of Default as a result of the Borrower’s
non-compliance with Section 6.02(b) and Section 7.13(b) of
the Existing Credit Agreement for the fiscal quarter ended January 31,
2009 and amend the Credit Agreement in certain respects, all as more fully
hereinafter set forth, and


 


WHEREAS, Agent and Required Lenders are willing to
waive such Events of Default and amend and modify the Existing Credit
Agreement, effective as of May 2, 2009 (except as otherwise indicated
herein), on the terms and conditions contained herein.


 


NOW THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and
agree as follows:


 


ARTICLE I



WAIVERS


 


Subject to the satisfaction of the conditions
precedent set forth in Article IV of this Amendment, the Agent and Lenders
hereby waive the Borrower’s non-compliance with Section 6.02(b) and Section 7.13(b) of
the Existing Credit Agreement, solely with respect to the Borrower’s fiscal
quarter ended January 31, 2009.  The
Borrower agrees that the foregoing waivers are specific in time and in intent
and do not constitute, nor shall they be construed as, a waiver of any other
right, power or privilege under the Existing Credit Agreement, any of the other
Loan Documents or under any agreement, contract, indenture, document or other
instrument executed and delivered in connection with the Loan Documents; nor
shall the waiver contained in this Article 1 constitute a waiver of any
other Default or Event of Default of any other term or provision under the
Existing Credit Agreement or any of the other Loan Documents.


 

















 


ARTICLE II



AMENDMENT


 


2.01.        Effective as of March 15,
2009, Section 1.1 of the Credit Agreement is amended so that the
definition of “Applicable Rate” shall be amended prospectively from such date
as follows:


 


“Applicable Rate” means as to (i) any Eurodollar Rate Loan
or Letter of Credit, a margin per annum equal to 2.75%, (ii) any Base Rate
Loan, a margin per annum equal to 1.50% and (iii) the Commitment Fee, a
margin per annum equal to 0.50%.


 


2.02.        Section 1.1 of the
Credit Agreement is amended so that the definition of “Consolidated Debt to
EBITDA Ratio” shall read in its entirety as follows:


 


“Consolidated
Debt to EBITDA Ratio” means as of any date of determination, the ratio of (i) Net
Consolidated Indebtedness on such date to (ii) Consolidated EBITDA for the
most recent period of twelve consecutive fiscal months then ended, to be
reported by Borrower for each fiscal month in a monthly Compliance Certificate;
provided that in the case of any fiscal month ending prior to October 31,
2009, the Consolidated Debt to EBITDA Ratio shall be calculated by annualizing
the Consolidated EBITDA component of such calculation for the period from November 2,
2008 to the measurement date.


 


2.03.        Section 1.1 of the
Credit Agreement is amended so that the definition of “Consolidated EBITDA”
shall read in its entirety as follows:


 


“Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, an amount equal to the sum of (a) Consolidated Net Income, (b) Consolidated
Interest Charges, (c) the amount of taxes, based on or measured by income,
used or included in the determination of such Consolidated Net Income, and (d) the
amount of depreciation and amortization expense deducted in determining such
Consolidated Net Income, (e) cash restructuring charges deducted in
determining such Consolidated Net Income in an aggregate amount not to exceed
$12,000,000 during the term of this Agreement, (f) the amount of non-cash
restructuring and non-cash goodwill and intangible asset impairment charges deducted
in determining such Consolidated Net Income.


 


2.04.        Section 1.1 of the
Credit Agreement is amended by adding a definition of “Consolidated Interest
Coverage Ratio” as follows:


 


“Consolidated Interest Coverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated
EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated
Interest Charges paid in cash for such period; provided that for the fiscal
quarter ending nearest July 31, 


 


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2009, the measurement period
for both components shall be the prior three fiscal quarters ending on such
date.


 


2.05.        Section 1.1 of the
Credit Agreement is amended to delete the definition of “Consolidated Fixed Charge
Coverage Ratio”.


 


2.06.        Section 1.1 of the
Credit Agreement is amended by adding a definition of “Net Consolidated
Indebtedness” as follows:


 


“Net Consolidated
Indebtedness” means at any time total Indebtedness of the Borrower and its
Subsidiaries minus an amount
equal to 33% of the aggregate amount of unencumbered cash or Investments in
cash equivalents of the Borrower and its Subsidiaries; provided that if the
result of such subtraction is negative, the amount shall be zero.


 


2.07.        Section 6.02(b) of
the Credit Agreement is amended to read in its entirety as follows:


 


(b)           concurrently with the
delivery of the financial statements referred to in Sections 6.01(a) and
(b), and within 30 days after the end of any fiscal month of the
Borrower that is not a fiscal year or fiscal quarter end, a duly completed
Compliance Certificate signed by a Responsible Officer of the Borrower;


 


2.08.        Section 7.07(d) of
the Credit Agreement is amended to read in its entirety as follows:


 


(d)           the Borrower may declare or
pay cash dividends to its stockholders provided that immediately before and
after giving effect to such declaration or payment, (i) no Default or
Event of Default would exist and (ii) the Borrower’s Consolidated Debt to
EBITDA Ratio is less than 1.50:1.00, and


 


2.09.        Section 7.07(e) of
the Credit Agreement is amended to read in its entirety as follows:


 


(e)           the Borrower may purchase or
otherwise acquire shares of its capital stock or warrants, rights or options to
acquire any such shares for cash (individually, a “Share Repurchase” and
collectively, the “Share Repurchases”), provided that (1) any
shares of the Borrower’s capital stock, warrants, rights or options so
purchased or acquired shall be retired concurrently with such purchase or
acquisition (or held by the Borrower thereafter as treasury shares), (2) immediately
before and after giving effect to any such Share Repurchase pursuant to this Section 7.07(e),
(i) no Default or Event of Default would exist, and (ii) the Borrower’s
Consolidated Debt to EBITDA Ratio is less than 1.50:1.00.


 


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2.10.        Section 7.13 of the
Credit Agreement is amended to read in its entirety as follows:


 


7.13  Financial Covenants.


 


(a)   Consolidated Net Worth.  Permit Consolidated Net Worth as of the end
of any fiscal quarter of the Borrower to be less than the sum of (a) 85%
of Consolidated Net Worth as of May 2, 2009, plus (b) an amount equal
to 50% of the Consolidated Net Income earned in each fiscal quarter ending
after May 2, 2009 (with no deduction for a net loss in any such fiscal
quarter), plus (c) an amount equal to 100% of the aggregate cumulative net
proceeds of any Equity Issuance after May 2, 2009; minus (d) the
amount of non-cash restructuring and non-cash goodwill and intangible asset
impairment charges deducted in determining Consolidated Net Income after May 2,
2009.


 


(b)  Consolidated Interest
Coverage Ratio.  Beginning
with the fiscal quarter ending nearest July 31, 2009, permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the
Borrower to be less than 3.50:1.00.


 


(c)  Consolidated Debt to
EBITDA Ratio.  Beginning
with the fiscal month ending May 2, 2009, permit its Consolidated Debt to
EBITDA Ratio as of the end of any fiscal month of the Borrower to exceed
2.50:1.


 


2.11.        The Credit Agreement is
further amended so that Exhibit C shall read in its entirety as set forth
in Schedule 1 attached hereto:


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that:


 


3.01.        After giving effect to this
Amendment, the representations and warranties of the Borrower set forth in Article V
of the Credit Agreement are true and correct as of the date hereof as though
made on the date hereof and as though applied to the Credit Agreement as
amended by this Amendment (except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Section 3.01,
the representations and warranties contained in Section 5.05(a) and (b) of
the Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to Section 6.01 (a) and (b) of the Credit
Agreement).


 


3.02.        After giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.


 


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ARTICLE IV



CONDITIONS PRECEDENT


 


This Amendment shall become effective as of May 2,
2009 (or in the case of Section 2.01 hereof, effective as of March 15,
2009), upon receipt by the Administrative Agent of all of the following in form
and substance satisfactory to the Administrative Agent:


 


4.01.        counterparts of this Amendment and Acknowledgement
(or an executed facsimile copy hereof and thereof), executed by the Borrower,
the Required Lenders and the Guarantors, respectively;


 


4.02.        a Guaranty Supplement in the
form attached to this Amendment;


 


4.03.        a duly completed Compliance
Certificate for the Borrower’s fiscal quarter ended January 31, 2009;


 


4.04.        for the ratable account of
each Lender which executes and delivers its signature page hereto as and
when required by the Administrative Agent, an amendment fee equal to 0.10% of such
Lender’s Commitment;


 


4.05.        evidence of the payment to
the Administrative Agent in immediately available funds of all reasonable legal
fees and expenses of the Administrative Agent to the extent theretofore
invoiced;


 


4.06.        a certificate of the Secretary
or the Assistant Secretary each of the Borrower and its Domestic Subsidiaries
as to resolutions, and the signatures and incumbency of officers authorized to
sign this Amendment; and


 


4.07.        such other documents as the
Administrative Agent shall require.


 


ARTICLE V


 


GENERAL


 


5.01.        As amended or modified by
this Amendment, the Loan Documents shall remain in full force and effect.  References to the Credit Agreement in any of
the Loan Documents shall be deemed to include a reference to the Credit
Agreement as amended or modified hereby, whether or not reference is made to
this Amendment.  Section headings
used in this Amendment are for convenience of reference only, and shall not
affect the construction of this Amendment.


 


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


 


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5.03.        The Borrower agrees to pay
to or reimburse the Administrative Agent, upon demand, for all reasonable costs
and expenses incurred (including legal expenses) in connection with the
development, preparation, negotiation, execution and delivery of this
Amendment.


 


5.04.        All obligations of the Borrower
and rights of the Administrative Agent and the Lenders, that are expressed
herein, shall be in addition to and not in limitation to those provided by
applicable law.  This Amendment shall be
a contract made under and governed by the internal laws of the State of
Illinois, without giving effect to principles of conflicts of laws.  Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid
under applicable law; but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Amendment.


 


5.05.        The Borrower acknowledges
and agrees that the execution and delivery by the Administrative Agent and the
Required Lenders of this Amendment shall not be deemed to create a course of
dealing or otherwise obligate the Lenders to forbear or execute similar amendments
under the same or similar circumstances in the future.


 


5.06.        This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.  No
third party beneficiaries are intended in connection with this Amendment.


 


5.07.        This Amendment, together
with the Credit Agreement, contains the entire and exclusive agreement of the
parties hereto with reference to the matters discussed herein and therein.  This Amendment supercedes all prior drafts
and communications with respect hereto. 
This Amendment may not be amended except in accordance with the
provisions of Section 10.1 of the Credit Agreement.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, each parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	
   

  	
  METHODE
  ELECTRONICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas A. Koman

  
	
   

  	
  Name:

  	
  Douglas
  A. Koman

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jonathan M. Phillips

  
	
   

  	
  Name:

  	
  Jonathan
  M. Phillips

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as a Lender, and L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jonathan M. Phillips

  
	
   

  	
  Name:

  	
  Jonathan
  M. Phillips

  
	
   

  	
  Title:

  	
  Senior Vice President