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EXHIBIT 10.2
AMENDMENT NUMBER ONE TO
TERM LOAN AGREEMENT
THIS AMENDMENT NUMBER ONE TO TERM LOAN AGREEMENT dated as of July 13,
1994 (the "Amendment") is entered into by and between ADAPTEC, INC., a
California corporation (the "Borrower") , and COMERICA BANK-CALIFORNIA (formerly
known as Plaza Bank of Commerce), a California banking corporation (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank entered into the Term Loan Agreement
dated as of June 24, 1992 (as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Borrower and the Bank agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the respective meanings set forth in the Agreement.
2. Section 6.2 of the Agreement is hereby amended to read in its
entirety as follows:
'6.2 Stock Acquisition. Purchase, redeem, retire or otherwise
acquire any of the shares of its capital stock, or make any commitment
to do so, in amounts which are, in the aggregate, greater than (a)
Thirty Million Dollars ($30,000,000) in the Borrower's fiscal year
ending March 31, 1995, and (b) Ten Million Dollars ($10,000,000) in any
other fiscal year of the Borrower. Any such amount which is unused in
any fiscal year shall not be available to carry forward for use in any
subsequent fiscal year.'
3. The Borrower hereby represents and warrants to the Bank that (a) the
representations and warranties contained in the Agreement are true in all
material respects on and as of the date of this Amendment, and (b) no Default
has occurred and is continuing.
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4. Except as specifically amended pursuant to the foregoing paragraphs
of this Amendment, all recitals, representations, warranties, covenants,
undertakings, promises, indemnities, terms, conditions and provisions of the
Agreement shall remain in full force and effect and shall be and remain
unaffected by this Amendment.
5. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. This Amendment shall become effective
when executed by each of the parties hereto and delivered to the Bank.
6. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of California other than
principles of conflicts of laws.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
ADAPTEC, INC.
By: /s/ Christopher G. O'Meara
----------------------------
Its: Vice President and Treasurer
COMERICA BANK-CALIFORNIA
(formerly known as Plaza
Bank of Commerce)
By: /s/ Lori Edwards
----------------------------
Its: First Vice President
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AMENDMENT NUMBER TWO TO
TERM LOAN AGREEMENT
THIS AMENDMENT NUMBER TWO TO TERM LOAN AGREEMENT dated as of September
21, 1994 (the "Amendment") is entered into by and between ADAPTEC, INC., a
California corporation (the "Borrower"), and COMERICA BANK-CALIFORNIA (formerly
known as Plaza Bank of Commerce), a California banking corporation (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank entered into the Term Loan Agreement
dated as of June 24, 1992, as amended by Amendment Number One dated as of July
13, 1994 (as the same may be further amended, restated, supplemented or
otherwise modified from time to time, the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Borrower and the Bank agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the respective meanings set forth in the Agreement.
2. Section 6.2 of the Agreement is hereby amended to read in its
entirety as follows:
'6.2 Stock Acquisition. Purchase, redeem, retire or otherwise
acquire any of the shares of its capital stock, or make any commitment
to do so, in amounts which are, in the aggregate, greater than (a)
Fifty Million Dollars ($50,000,000) in the Borrower's fiscal year
ending March 31, 1995, and (b) Ten Million Dollars ($10,000,000) in any
other fiscal year of the Borrower. Any such amount which is unused in
any fiscal year shall not be available to carry forward for use in any
subsequent fiscal year.'
3. The Borrower hereby represents and warrants to the Bank that (a) the
representations and warranties contained in the Agreement are true in all
material respects on and as of the date of this Amendment, and (b) no Default
has occurred and is continuing.
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4. Except as specifically amended pursuant to the foregoing paragraphs
of this Amendment, all recitals, representations, warranties, covenants,
undertakings, promises, indemnities, terms, conditions and provisions of the
Agreement shall remain in full force and effect and shall be and remain
unaffected by this Amendment.
5. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. This Amendment shall become effective
when executed by each of the parties hereto and delivered to the Bank.
6. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of California other than
principles of conflicts of laws.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
ADAPTEC, INC.
By: /s/ Christopher G. O'Meara
----------------------------
Its: Vice President and Treasurer
COMERICA BANK-CALIFORNIA
(formerly known as Plaza
Bank of Commerce)
By: /s/ Lori Edwards
----------------------------
Its: First Vice President
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AMENDMENT NUMBER THREE TO
TERM LOAN AGREEMENT
THIS AMENDMENT NUMBER THREE TO TERM LOAN AGREEMENT dated as of December
29, 1995 (the "Amendment") is entered into by and between ADAPTEC, INC., a
California corporation (the "Borrower") , and COMERICA BANK-CALIFORNIA (formerly
known as Plaza Bank of Commerce), a California banking corporation (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank a parties to a certain Term Loan
Agreement dated as of June 24, 1992, as amended by Amendment Number One dated as
of July 13, 1994 and Amendment Number Two dated as of September 21, 1994 (as so
amended, the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Borrower and the Bank agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the respective meanings set forth in the Agreement.
2. Section 6.4 of the Agreement is hereby amended to read in its
entirety as follows:
'6.4 Indebtedness. Incur, create, assume or permit to exist
any indebtedness or liability on account of deposits or advances or any
indebtedness or liability for borrowed money, or any other indebtedness
or liability evidenced by notes, bonds, debentures or similar
obligations, or any other indebtedness whatsoever (including
sale/leaseback transactions) which at any time exceeds in the
aggregate, on a consolidated basis, Fifty Million Dollars
($50,000,000); provided, however, that none of the following shall be
considered for purposes of the foregoing limitation: (a) the
Indebtedness, (b) other indebtedness of the Borrower to the Bank,
whether now existing or hereafter arising, (c) trade payables and
accrued expenses incurred and paid in the ordinary course of business,
(d) leases of, or conditional sales purchases of, equipment in the
ordinary course of business, so long as the unpaid lease rental,
purchase payment and other obligations thereunder do not exceed, in the
aggregate, on a consolidated basis, Five Million
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Dollars ($5,000,000) at any time hereunder, (e) outstanding tax
obligations to governmental agencies, (f) real estate leases in the
ordinary course of business, (g) reimbursement obligations under
letters of credit incurred in the ordinary course of business, (h)
loans or advances by the Borrower to any Subsidiary, or by any
Subsidiary to either the Borrower or any other Subsidiary.'
3. The Borrower hereby represents and warrants to the Bank that (a) the
representations and warranties contained in the Agreement are true in all
material respects on and as of the date of this Amendment, and (b) no Default
has occurred and is continuing.
4. Except as specifically amended pursuant to the foregoing paragraphs
of this Amendment, all recitals, representations, warranties, covenants,
undertakings, promises, indemnities, terms, conditions and provisions of the
Agreement shall remain in full force and effect and shall be and remain
unaffected by this Amendment.
5. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. This Amendment shall become effective
when executed by each of the parties hereto and delivered to the Bank.
6. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of California other than
principles of conflicts of laws.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
ADAPTEC, INC.
By: /s/ Christopher G. O'Meara
----------------------------
Christopher G. O'Meara
Vice President and Treasurer
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COMERICA BANK-CALIFORNIA
(formerly known as Plaza
Bank of Commerce)
By: /s/ Lori Edwards
----------------------------
Lori S. Edwards
First Vice President
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AMENDMENT NUMBER FOUR TO
TERM LOAN AGREEMENT
THIS AMENDMENT NUMBER FOUR TO TERM LOAN AGREEMENT dated as of March 18,
1996 (the "Amendment") is entered into by and between ADAPTEC, INC., a
California corporation (the "Borrower"), and COMERICA BANK-CALIFORNIA (formerly
known as Plaza Bank of Commerce), a California banking corporation (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank a parties to a certain Term Loan
Agreement dated as of June 24, 1992, as amended by Amendment Number One dated as
of July 13, 1994, Amendment Number Two dated as of September 21, 1994, and
Amendment Number Three dated as of December 29, 1995 (as so amended, the
"Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Borrower and the Bank agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the respective meanings set forth in the Agreement.
2. Section 1.1 of the Agreement is hereby amended to add the following
definition, in proper alphabetical sequence, which reads in its entirety as
follows:
'"Capital Leases" shall mean any and all lease obligations that, in
accordance with GAAP, are required to be capitalized on the books of a lessee.'
3. Section 6.4 of the Agreement is hereby amended to read in its
entirety as follows:
'6.4 Indebtedness. Incur, create, assume or permit to exist
any indebtedness or liability on account of deposits or advances or any
indebtedness or liability for borrowed money, or any other indebtedness
or liability evidenced by notes, bonds, debentures or similar
obligations, or any other indebtedness whatsoever (including
sale/leaseback transactions) which at any time exceeds in the
aggregate, on a consolidated basis, One Hundred Million Dollars
($100,000,000) (the "Permitted
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Debt"); Provided, however, that the terms and conditions of the
Permitted Debt do not contain any restrictions on the ability of the
Borrower and its Subsidiaries to grant liens against their inventory,
accounts, contract rights or general intangibles (as such terms are
defined in the California Commercial Code), whether now owned or
hereafter acquired, and provided, further, that none of the following
shall be considered for purposes of the foregoing limitation: (a) the
Indebtedness, (b) other indebtedness of the Borrower to the Bank,
whether now existing or hereafter arising, (c) trade payables and
accrued expenses incurred and paid in the ordinary course of business,
(d) indebtedness under Capital Leases which does not exceed, in the
aggregate, on a consolidated basis, Five Million Dollars ($5,000,000)
at any time hereunder, (e) indebtedness under operating leases in the
ordinary course of business, (f) outstanding tax obligations to
governmental agencies, (g) reimbursement obligations under letters of
credit incurred in the ordinary course of business, and (h) loans or
advances by the Borrower to any Subsidiary, or by any Subsidiary to
either the Borrower or any other Subsidiary.'
4. Paragraph (a) of Section 6.15 of the Agreement is hereby amended to
read in its entirety as follows:
'(a) in the case of such acquisitions which are funded in the
form of consideration other than treasury stock or newly-issued equity
securities of the Borrower or any of its Subsidiaries, and which are
accounted for on a consolidated basis with the Borrower and its
Subsidiaries in accordance with GAAP, the Borrower and its Subsidiaries
may not give such consideration in an amount which exceeds, in the
aggregate, one Hundred Million Dollars ($100,000,000) in fair market
value thereof (or, if higher, the book value thereof as reflected in
the Borrower's financial statements) in any fiscal year of the
Borrower.'
5. The Borrower hereby represents and warrants to the Bank that (a) the
representations and warranties contained in the Agreement are true in all
material respects on and as of the date of this Amendment, and (b) no Default
has occurred and is continuing.
6 . Except as specifically amended pursuant to the foregoing
paragraphs of this Amendment, all recitals, representations, warranties,
covenants, undertakings, promises, indemnities, terms, conditions and provisions
of the Agreement shall remain in full force and effect and shall be and remain
unaffected by this Amendment.
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7. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. This Amendment shall become effective
when executed by each of the parties hereto and delivered to the Bank.
8. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of California other than
principles of conflicts of laws.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
ADAPTEC, INC.
By: /s/ Christopher G. O'Meara
----------------------------
Christopher G.'O'Meara
Vice President and Treasurer
COMERICA BANK-CALIFORNIA
(formerly known as Plaza
Bank of Commerce)
By: /s/ Lori Edwards
----------------------------
Lori S. Edwards
First Vice President
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