AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT is effective as of the 27th day of March, 1995 by and among
HUTCHINSON TECHNOLOGY INCORPORATED, a Minnesota corporation (the "Company"),
HARRIS TRUST AND SAVINGS BANK, an Illinois state banking corporation, NORWEST
BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association
(individually, "Harris" and "Norwest", respectively, and collectively, the
"Banks") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, as agent for the Banks (the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company, the Banks and the Administrative Agent have entered into
that certain Credit Agreement dated as of November 12, 1993, as amended by
Amendment No. 1 to Credit Agreement effective as of March 23, 1994, as amended
by Amendment No. 2 to Credit Agreement effective as of March 31, 1994, as
amended by Amendment No. 3 to Credit Agreement effective as of January 31, 1995
(collectively, the "Credit Agreement") pursuant to which the Banks agreed to
extend the Company a $15,000,000 line of credit which may be used for working
capital purposes only; and
WHEREAS, the Company has requested that the Banks amend the capital expenditure
covenant contained in the Credit Agreement; and
WHEREAS, the Banks are willing to agree to the Company's requests pursuant to
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants
and agreements herein contained, it is hereby agreed as follows:
1. Terms used in this Amendment which are defined in the Credit Agreement
shall have the meanings defined therein, unless otherwise defined herein.
2. The Credit Agreement is hereby amended as follows:
A. Section 5.8(c) of the Credit Agreement is hereby amended to
correct a typographical error contained therein by deleting the number
"5.7" contained therein and substituting the number "5.8" thereof.
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B. The last full paragraph of Section 5.19 of the Credit Agreement
is hereby amended by deleting the same in its entirety and substituting the
following therefor:
Not enter into any or commit to enter into any new operating
leases or capital leases during any fiscal year of the
Company where the value of the equipment which is the
subject of such leases exceeds $6,500,000 in the aggregate.
3. Except as explicitly amended by this Amendment, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect and
shall apply to any Advance thereunder. Without limiting the generality of the
foregoing, the proceeds of all Revolving Credit Advances may only be used for
working capital purposes.
4. This Amendment shall be effective upon receipt by the Banks of an executed
original hereof, together with each of the following, each in substance and form
acceptable to the Banks in their sole discretion:
Certificate of the Secretary of the Company certifying as to (i) the
fact that the Articles of Incorporation and Bylaws of the Company, which
were certified and delivered to the Banks pursuant to the Secretary's
Certificate dated as of November 12, 1993 in connection with the execution
and delivery of the Credit Agreement continue in full force and effect and
have not been amended or otherwise modified except as set forth in the
Certificate to be delivered; and (ii) certifying that the officers and
agents of the Company who have executed and delivered the Amendment and the
documents related thereto are authorized to sign and to act on behalf of
the Company.
All of the representations and warranties contained in Section 4 of the
Credit Agreement are correct on and as of the date hereof as though made on and
as of such date, except to the extent that such representations and warranties
relate solely to an earlier date and all references to the term "Loan Documents"
contained in the Credit Agreement shall be deemed to include the Credit
Agreement as amended by this Amendment.
5. All references in the Credit Agreement to "this Agreement" shall be deemed
to refer to the Credit Agreement as amended hereby.
6. The execution of this Amendment and any documents related thereto shall not
be deemed to be a waiver of any Unmatured Event of Default or Event of Default
under the Credit Agreement or breach, default or event of default under any
other document held by the Banks, whether or not known to the Banks and whether
or not existing on the date of this Amendment.
7. The Company hereby absolutely and unconditionally releases and forever
discharges the Banks and the Administrative Agent, and any and all participants,
parent corporations, subsidiary
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corporations, affiliated corporations, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former directors,
officers, agents and employees of any of the foregoing, from any and all claims,
demands or causes of action of any kind, nature or description, whether arising
in law or equity or upon contract or tort or under any state or federal law or
otherwise, which the Company has had, now has or has made claim to have against
any such person for or by reason of any act, omission, matter, cause or thing
whatsoever, arising from the beginning of time to and including the date of this
Amendment, whether such claims, demands and causes of action are matured or
unmatured or known or unknown.
8. The Company hereby reaffirms its agreement under the Credit Agreement to
pay or reimburse the Banks on demand for all costs and expenses incurred by the
Banks in connection with the Credit Agreement and all other documents
contemplated thereby, including without limitation, all reasonable fees and
disbursements of legal counsel. Without limiting the generality of the
foregoing, the Company specifically agrees to pay all fees and disbursements of
counsel to the Banks for the services performed by such counsel in connection
with the preparation of this Amendment and the documents and instruments
incidental thereto. The Company hereby agrees that the Banks may, at any time
and from time to time in their sole discretion and without further authorization
by the Company, make a loan to the Company under the Credit Agreement, or apply
the proceeds of a new loan, for the purposes of paying any such fees,
disbursements, costs and expenses.
9. This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.
HUTCHINSON TECHNOLOGY INCORPORATED
By: /s/ JEFFREY GREEN
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Its: CEO
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NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Jeffrey A. Ruehle
-----------------------------
Its: Vice President
------------------------
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Bank
By: /s/ Jeffrey A. Ruehle
-----------------------------
Its: Vice President
------------------------
HARRIS TRUST AND SAVINGS BANK
By: /s/ Catherine C. Ciolek
-------------------------------
Its: Vice President
--------------------------
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STATE OF MINNESOTA )
) ss
COUNTY OF MCLEOD )
The foregoing instrument was acknowledged before me this 14 day of July, 1995,
by Jeffrey Green, the CEO of Hutchinson Technology Incorporated; for and on
behalf of said corporation.
/s/ Rhonda Lynn Manderscheid
-------------------------------------
Notary Public
STATE OF MINNESOTA )
) ss
COUNTY OF )
The foregoing instrument was acknowledged before me this 17th day of July,
1995, by Jeffrey A. Ruehle, the Vice President of Norwest Bank Minnesota,
National Association, as Administrative Agent; for and on behalf of said
association.
/s/ Denise I. Harder
-----------------------------
Notary Public
STATE OF MINNESOTA )
) ss
COUNTY OF )
The foregoing instrument was acknowledged before me this 17th day of July,
1995, by Jeffrey A. Ruehle, the Vice President of Norwest Bank Minnesota,
National Association, as Bank; for and on behalf of said association.
/s/ Denise I. Harder
-----------------------------
Notary Public
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STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
The foregoing instrument was acknowledged before me this 14th day of July,
1995, by Catherine C. Ciolek, the Vice President of Harris Trust and Savings
Bank; for and on behalf of said association.
/s/ Christine Boyd
-----------------------------
Notary Public
MPLS52236_5
M1:0041742.01
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