EXHIBIT 10.85.2
SECOND AMENDMENT
TO
CREDIT AGREEMENT
Dated as of February 14, 2000
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is among
MICROSEMI CORPORATION, a Delaware corporation (the "Borrower"), the several
financial institutions party to the Credit Agreement referred to below
(collectively, the "Lenders"; individually, a "Lender"), CANADIAN IMPERIAL BANK
OF COMMERCE, as administrative agent for the Lenders (the "Administrative
Agent").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Administrative Agent have
entered into that certain Credit Agreement dated as of April 2, 1999, as amended
by that certain First Amendment to Credit Agreement dated as of June 25, 1999
(as so amended the "Credit Agreement"; capitalized terms used and not otherwise
defined herein have the meanings assigned to such terms in the Credit
Agreement).
(2) The Borrower has requested that the Administrative Agent and
the Lenders make certain amendments to the Credit Agreement.
(3) The Administrative Agent and the Lenders are, on the terms and
conditions stated below, willing to grant the request of the Borrower.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Credit Agreement. Effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 2 hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended
by adding the following definition thereto in appropriate alphabetical sequence:
"Maintenance Capital Expenditures" means any Capital
Expenditures made by the Borrower or its Subsidiaries which are made to
maintain or restore the condition or usefulness of property of the
Borrower or its Subsidiaries but which are not properly chargeable to
repairs and maintenance in accordance with GAAP.
(b) The definition of the term "Applicable Margin" in
Section 1.1 of the Credit Agreement is hereby amended by deleting the word
"December" from the second sentence thereof and replacing it with the word
"January".
(c) The definition of the term "Fixed Charge Coverage
Ratio" in Section 1.1 of the Credit Agreement is hereby amended by inserting the
word "Maintenance" immediately prior to the words "Capital Expenditures" in the
second line thereof.
(d) Section 7.1.1(c) is hereby amended by deleting the
phrase "as soon as available and in any event within 45 days after the end of
each Fiscal Quarter", and replacing it with "as soon as available and in any
event within 45 days after the end of each of the first three Fiscal Quarters of
each Fiscal Year and within 90 days after the end of each Fiscal Year,".
SECTION 2. Conditions to Effectiveness. The amendments in Section 1 of
the Amendment shall be effective as of the date hereof, subject to the
Administrative Agent's receipt of the following on or before February 18, 2000:
(a) counterparts of this Amendment executed by the Administrative
Agent, the Borrower and Majority Lenders;
(b) counterparts of the Consent appended hereto as Exhibit A
executed by the Guarantors; and
(c) such other documentation as the Administrative Agent or any
Lender shall reasonably request.
SECTION 3. Representations and Warranties. The Borrower represents and
warrants as follows:
(a) Authority: Enforceability. The Borrower has the
requisite corporate power and authority to execute, deliver and
perform this Amendment, and to perform its obligations under the
Credit Agreement as amended hereby. The execution, delivery and
performance by the Borrower of this Amendment, and the consummation of
the transactions contemplated hereby, have been duly approved by the
Board of Directors of the Borrower and no other corporate proceedings
on the part of the Borrower are necessary to consummate such
transactions. This Amendment has been duly executed and delivered by
the Borrower. Each of this Amendment and the Credit Agreement as
amended hereby constitutes the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its
terms.
(b) Loan Document Representations and Warranties. The
representations and warranties contained in each Loan Document are
true and correct on and as of the date hereof, before and after giving
effect to this Amendment, as though made on and as of such date
(unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such
earlier date).
(c) Absence of Default. No event has occurred and is
continuing, or would result from the effectiveness of this Amendment,
that constitutes a Default.
SECTION 4. Reference to and Effect on the Loan Documents. (a) Upon and
after the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as modified and
amended hereby.
(b) Except as specifically amended above, the Credit
Agreement and all other Loan Documents are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Administrative Agent under any
of the Loan Documents, nor constitute a waiver of any provision of any of the
Loan Documents.
SECTION 5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telefacsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CANADIAN IMPERIAL BANK OF
COMMERCE, as Administrative Agent
By:_______________________________
Name: Paul J. Chakmak
Title: Managing Director, CIBC World Markets Corp.,
AS AGENT
CIBC INC., as a Lender
By:_______________________________
Name: Paul J. Chakmak
Title: Managing Director, CIBC World Markets Corp.,
AS AGENT
IMPERIAL BANK, as a Lender
By:_______________________________
Name:__________________________
Title:_________________________
CITY NATIONAL BANK, as a
Lender
By:______________________________
Name:_________________________
Title:________________________
BANQUE NATIONALE DE PARIS, as a
Lender
By:______________________________
Name:_________________________
Title:________________________
This Amendment is
approved and accepted as of
the date first above written
MICROSEMI CORPORATION
By:____________________________
Name:_______________________
Title:______________________
CONSENT OF GUARANTORS
Dated as of February 14, 2000
Please refer to that certain Guaranty dated as of April 2, 1999 (the
"Guaranty") executed by the undersigned in favor of Canadian Imperial Bank of
Commerce, as Administrative Agent under the Credit Agreement dated as of April
2, 1999 for Microsemi Corporation (the "Credit Agreement"). Capitalized terms
used herein shall have the meanings ascribed thereto in the Credit Agreement.
The undersigned have reviewed that certain Amendment of even date
herewith to the Credit Agreement. By their execution hereof, the undersigned
Guarantors hereby consent to the terms of the Amendment.
By its execution hereof, each of the undersigned Guarantors hereby
represents and warrants that:
(i) this Consent has been duly authorized, executed and
delivered by the undersigned Guarantor and constitutes its legal, valid and
binding obligation enforceable against it in accordance with the terms hereof
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)); and
(ii) the representations and warranties contained in the
Guaranty are true and correct as of the date hereof as though made on and as of
the date hereof.
The undersigned Guarantors hereby further confirm and agree that the
Guaranty is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.
Guarantors:
LINFINITY MICROELECTRONICS, INC.
MICROSEMI CORPORATION - SCOTTSDALE
MICROSEMI CORPORATION - COLORADO
MICRO USPD, INC.
By:_______________________________
Name:__________________________
Title:_________________________
Accepted, Acknowledged and Agreed:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By:________________________________
Its:_______________________________