EXHIBIT 10.1
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EXECUTION COPY
THIRD AMENDMENT TO THE CREDIT AGREEMENT
THIRD AMENDMENT, dated as of August 17, 2001 (this "Third
Amendment"), to the Credit Agreement, dated as of July 23, 1997 (as
amended, supplemented, or otherwise modified from time to time, the "Credit
Agreement"), among GENERAL SEMICONDUCTOR, INC., a Delaware corporation (the
"Company"), the several lenders from time to time parties thereto (the
"Banks"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent for the Banks (in such capacity, the "Administrative
Agent"), and the financial institutions named therein as co-agents for the
Banks (in such capacity, collectively, the "Co-Agents"; each, individually,
a "Co-Agent").
W I T N E S S E T H:
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WHEREAS, the Company, the Banks, the Administrative Agent and the
Co-Agents are parties to the Credit Agreement;
WHEREAS, the Company has requested that the Banks amend the
Credit Agreement as set forth herein;
WHEREAS, the Banks, the Administrative Agent and the Co-Agents
are willing to agree to such amendment to the Credit Agreement, subject to
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the Company, the Banks, the Administrative
Agent and the Co-Agents hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as therein
defined.
2. Amendments to Credit Agreement. (a) Subsection 1.1 of the
Credit Agreement is hereby amended by deleting the definition of
"Applicable Margin" and substituting therefor the following:
"Applicable Margin": for each Eurodollar Loan, each ABR Loan, the
Facility Fee and the Standby L/C fees, the following rates per annum:
Eurodollar Loan ABR Loan Facility
Applicable Margin Applicable Margin Fee Standby L/C Fee
----------------- ----------------- -------- ---------------
200.0 100.0 50.0 200.00
(b) The definition of "Consolidated EBITDA" in subsection 1.1 of
the Credit Agreement is hereby amended by (i) amending the phrase "and (f)"
appearing therein to read ", (f)" and (ii) inserting the following at the
end thereof:
, (g) of the Company's restructuring and other charges in an
aggregate amount not to exceed $12,900,000 for the fiscal
quarters ended March 31, 2001 and in an aggregate amount not to
exceed $60,000,000 for the fiscal quarters ending September 30,
2001 and December 31, 2001 (taken as one period), in each case to
the extent such charges reduce Consolidated Net Income for such
period and (h) of up to $3,000,000 in the aggregate of charges
incurred in connection with the proposed acquisition of the
Company by Vishay Intertechnology, Inc. for the fiscal quarters
in which such charges are taken, to the extent such charges
reduce Consolidated Net Income for such period
(c) Subsection 6.2(b) of the Credit Agreement is hereby amended
by deleting clause (iii) therefrom and substituting therefor the phrase
"(iii) [INTENTIONALLY OMITTED]."
(d) Subsection 7.15 of the Credit Agreement is hereby amended by
adding the following at the end thereof:
Notwithstanding the foregoing the Company and its Subsidiaries
may not make or commit to make any such expenditures exceeding
$50,000,000 in the aggregate in 2001 and $30,000,000 in the
aggregate in 2002.
(e) Subsection 7.20 of the Credit Agreement is hereby amended by
deleting paragraphs (b) and (c) therefrom and substituting therefor the
following:
(b) Maintenance of Leverage Ratio. Permit, as of the last
day of any fiscal quarter occurring during any period set forth
below, the Leverage Ratio to be greater than the ratio set forth
opposite such period:
Period Ratio
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July 1, 2001 - September 30, 2001 4.25:1.0
October 1, 2001 - December 31, 2001 5.75:1.0
January 1, 2002 - March 31, 2002 5.50:1.0
April 1, 2002 - June 30, 2002 5.00:1.0
July 1, 2002 - September 30, 2002 4.25:1.0
October 1, 2002 and thereafter 4:00:1.0
(c) Maintenance of Senior Leverage Ratio. Permit, as of the
last day of any fiscal quarter occuring during any period set
forth below, the Senior Leverage Ratio to be greater than the
ratio set forth opposite such period:
Period Ratio
------ -----
July 1, 2001 - September 30, 2001 2.00:1.0
October 1, 2001 - March 31, 2002 2.25:1.0
April 1, 2002 and thereafter 2.00:1.0
3. Reduction of Revolving Credit Commitments. The aggregate
Revolving Credit Commitments shall automatically and irrevocably be reduced
to $175,000,000 on the Effective Date.
4. Representations and Warranties. The Company hereby confirms,
reaffirms and restates the representations and warranties set forth in
Section 4 of the Credit Agreement. The Company represents and warrants
that, after giving effect to this Third Amendment, no Default or Event of
Default has occurred and is continuing.
5. Effectiveness. Upon receipt by the Administrative Agent of
counterparts of this Third Amendment duly executed by the Company and the
Required Banks, this Third Amendment shall become effective as of the date
(the "Effective Date") of receipt by the Administrative Agent of such
counterparts. The Applicable Margin on and after the Effective Date shall
be recalculated to give effect to the amendment to the Credit Agreement set
forth in Section 2(a) above.
6. Amendment Fee. The Company will pay to the Administrative
Agent, for the account of each Lender which executes and returns this Third
Amendment to the Administrative Agent on or prior to the Effective Date, an
amendment fee equal to 0.25% of the Revolving Credit Commitment (after
giving effect to the reduction thereof pursuant to Section 3 above) of such
Lender in effect on the Effective Date, such fee to be payable on the
Effective Date.
7. Continuing Effect of the Credit Agreement. This Third
Amendment shall not constitute an amendment of any other provision of the
Credit Agreement not expressly referred to herein and shall not be
construed as a waiver or consent to any further or future action on the
part of the Company that would require a waiver or consent of the Banks,
the Administrative Agent or the Co-Agents. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.
8. Counterparts. This Third Amendment may be executed by the
parties hereto in any number of separate counterparts (including telecopied
counterparts), each of which shall be deemed to be an original, and all of
which taken together shall be deemed to constitute one and the same
instrument.
9. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed and delivered in New York, New York by their
respective proper and duly authorized officers as of the day and year first
above written.
GENERAL SEMICONDUCTOR, INC.
By: /s/ Harry Jakubowitz
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Title: Vice President Taxes and
Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent, as a Co-Agent
and as a Bank
By: /s/ Bob Krasnow
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Co-Agent and
as a Bank
By: /s/ Sugeet Manchanda
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Title: Principal
BANK OF MONTREAL, as a Co-Agent and as
a Bank
By: /s/ Bruce Pietka
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Title: Director
THE BANK OF NOVA SCOTIA, as a Co-Agent
and as a Bank
By: /s/ Melvin J. Mandelbaum
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Title: Managing Director
CIBC INC., as a Co-Agent and as a Bank
By: /s/ Paul J. Chakmak
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Title: Managing Director
CIBC World Markets Corp.,
AS AGENT
CREDIT LYONNAIS NEW YORK BRANCH, as
a Co-Agent and as a Bank
By: /s/ Scott R. Chappelka
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Title: Vice President
FLEET NATIONAL BANK, as a Co-Agent and
as a Bank
By: /s/ George Nicholson
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Title: Vice President
WACHOVIA BANK, N.A., as a Co-Agent and
as a Bank
By: /s/ Jennifer Norris
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Title: AVP
THE BANK OF NEW YORK
By: /s/ Roger A. Grossman
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Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ P. Donnelly
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Title: Vice President
BANKBOSTON, N.A.
By:
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Title:
BANQUE NATIONALE DE PARIS
By: /s/ Shaya P. March
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Title: Vice President
PARIBAS
By: /s/ Stephanie Rogers
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Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Paul A. Dytrych
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Title: Vice President, Senior
Relationship Manager
By: /s/ Charles Hiatt
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Title: Vice President, Manager
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By:
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Title:
THE SANWA BANK LIMITED, CHICAGO BRANCH
By: /s/ Jean-Michel Fatovic
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Title: Vice President
SOCIETE GENERALE, NEW YORK BRANCH
By: /s/ Jay Sands
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Title: Managing Director
THE SUMITOMO BANK, LTD., CHICAGO BRANCH
By: /s/ Azar Shakeri
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Title: Vice President and Manager