Exhibit 10.2
SECOND AMENDMENT AND WAIVER
TO
REVOLVING CREDIT AGREEMENT
Second Amendment and Waiver dated as of March 23, 1995, by and among M/A-COM,
Inc., a Massachusetts corporation (the "Company"), THE FIRST NATIONAL BANK OF
BOSTON, BAYBANK and FLEET BANK OF MASSACHUSETTS, N.A. (collectively, the
"Banks" and individually, a "Bank"), and THE FIRST NATIONAL BANK OF BOSTON,
as agent for the Banks (the "Agent").
PRELIMINARY STATEMENT. The Company, the Banks and the Agent entered into a
Revolving Credit Agreement dated as of March 15, 1994 (as amended or modified
from time to time, the "Credit Agreement"). Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement.
WHEREAS, the Company has informed the Banks that as a result of losses
sustained by the Company, there have occurred one or more Events of Default
under the Credit Agreement;
WHEREAS, the Company has requested and the Banks have agreed to waive certain
Events of Default and to amend certain provisions of the Credit Agreement on
the terms and subject to the provisions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendment to the Credit Agreement. Subject to the satisfaction
of the conditions set forth in Section 3 hereof, the parties hereto hereby
agree to amend the Credit Agreement as follows:
1.1 Merger with AMP. Section 11 of the Credit Agreement is hereby
amended by adding the following new Section 11.1(q) thereto:
11.1(q) The Merger Agreement dated March 10, 1995 among the
Borrower, AMP Incorporated and AMP Merger Corp. shall have been terminated by
any party thereto or the Effective Time referred to in such Merger Agreement
shall not have occurred on or before July 31, 1995.
Section 2 Waiver. Subject to the satisfaction of the conditions set forth
in Section 3 below, the Banks hereby waive the covenants of the Company set
forth in Section 8.1 (Profitability) and Section 8.4 (Consolidated Operating
Cash Flow to Consolidated Total Debt Service) of the Credit Agreement solely
with respect to the Company's fiscal quarter ending March 31, 1995.
Section 3. Effectiveness of Amendments and Waiver. The amendments and
waiver set forth above shall become effective when the Agent shall have
received the following from the Company:
(i) this Amendment and Waiver duly executed by the Company and each of
the Banks; and
(ii) an amendment fee in an amount equal to $25,000 payable to the
Agent for the pro rata account of the Banks in accordance with their
respective Commitment Percentages.
Section 4. Representations and Warranties; No Default. The Company hereby
warrants to the Banks and the Agent that (i) the representations and
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warranties made by the Company in the Credit Agreement, as amended hereby,
were true and correct in all material respects when made, and continue to be
true and correct in all material respects on the date hereof except to the
extent that facts upon which such representations and warranties are based
may in the ordinary course be changed pursuant to the transactions permitted
or contemplated by the Credit Agreement, as amended hereby and except to the
extent that such representations and warranties relate expressly to an
earlier date, (ii) to the knowledge of the Chief Financial Officer or
Treasurer of the Company, upon the effectiveness of this Amendment and Waiver
there will exist no Default or Event of Default which would, with either or
both the giving of notice or the lapse of time, result in a Default or Event
of Default and (ii) the execution and delivery by the Company of this
Amendment and Waiver and the Credit Agreement as amended and modified hereby
and the performance by the Company of its obligations thereunder and
hereunder in accordance with their respective terms, and the borrowings and
transactions contemplated hereby and thereby:
(a) are within the corporate powers of the Company, have been duly
authorized by all necessary corporate action, and do not and will not
contravene any provisions of law applicable to the Company;
(b) do not require any approval, consent, order, authorization, or
license by, or giving notice to, or taking any other action with respect to
any governmental or regulatory authority, under any provisions of any laws or
any governmental rules, regulations, orders or decrees applicable to and
binding upon the Company except such consents as have been obtained, are in
force and adequate for their purposes and copies of which have been provided
to the Agent;
(c) do not require any filing, recording or enrolling of any instrument
with any governmental or regulatory authority or any political subdivision
thereof except such as have been obtained, are in full force and effect and
adequate for their purposes and copies of which have been provided to the
Agent and the Banks;
(d) do not contravene the terms of the Company's Articles of
Organization or by-laws, or any amendment thereof;
(e) will not conflict with or result in any breach or contravention of
or in the creation of any lien, mortgage, charge, hypothecation, security
interest or other encumbrance under any indenture, agreement, lease,
instrument or undertaking to which the Company is a party or by which it or
any of its properties, assets or rights is or will become bound or affected;
and
(f) are and will be valid and legally binding obligations of the
Company and are and will be enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting generally the enforcement
of creditors' rights.
Section 5. Reference to and Effect on Credit Agreement.
(a) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import, shall mean and be a reference to the Credit Agreement as amended
and modified hereby.
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(b) Except as specifically amended and modified hereby, the Credit
Agreement shall remain in full force and effect, and is hereby ratified and
confirmed.
(c) The execution, delivery and effectiveness of this Amendment and
Waiver shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Bank under the Credit Agreement.
Section 6. Governing Law. This Amendment and Waiver shall be deemed to be a
contract under the laws of the Commonwealth of Massachusetts and shall for
all purposes be construed in accordance with and governed by the laws of said
Commonwealth.
Section 7. Miscellaneous. The captions in this Amendment and Waiver are for
convenience of reference only and shall not define or limit the provisions
hereof. This Amendment and Waiver may be executed in separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one instrument. In proving this Amendment and Waiver
it shall not be necessary to produce or account for more than one such
counterpart.
Signed, sealed and delivered, as of the date set forth at the beginning of
this Amendment and Waiver by the Company, each of the Banks and the Agent.
M/A-COM, INC. THE FIRST NATIONAL BANK
OF BOSTON, individually
and as Agent
By: /s/ Karen L. Edlund By: /s/ Tena C. Lindenauer
Title: Vice President & Treasurer Title: Vice President
BAYBANK FLEET BANK OF
MASSACHUSETTS, N.A.
By: /s/ Stephen C. Buzzell By: /s/ Roger Boucher
Title: Vice President Title: Vice President