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EXHIBIT 10.18
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of September 8, 1994 among ANALOG DEVICES, INC.
and the undersigned BANKS.
W I T N E S S E T H:
WHEREAS, Analog Devices, Inc., the Banks listed therein and Morgan
Guaranty Trust Company of New York, as Agent, are parties to a Credit
Agreement dated as of March 12, 1993 (as amended by Amendment No. 1 thereto
dated as of May 18, 1993, the "Agreement"); and
WHEREAS, the parties hereto desire to extend the facility provided
for in the Agreement, and change the pricing applicable thereto, as more fully
set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has
the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" or to the Agreement and each other
similar reference contained in the Agreement or in any Exhibit thereto shall
from and after the date hereof refer to the Agreement as amended hereby.
SECTION 2. AMENDMENT OF SECTION 1.01. Section 1.01 of the
Agreement is amended (a) by replacing the date "March 15, 1996" in the
definition of "Termination Date" with the date "September 8, 1998";
(b) by replacing the definition of "Commitment Fee Rate" with
the following:
"Commitment Fee Rate" means (i) .01 of 1% per annum for any
date on which Level I Status exists, (ii) .05 of 1% per annum for any date on
which Level II Status exists and (iii) .0625 of 1% per annum for any date on
which Level III Status, Level IV Status or Level V Status exists.
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(c) by replacing the definition of "Facility Fee Rate" with the
following:
"Facility Fee Rate" means (i) .125 of 1% per annum for any date
on which Level I Status exists, (ii) .15 of 1% per annum for any date on which
Level II Status exists, (iii) .1875 of 1% per annum for any date on which
Level III Status exists, (iv) .25 of 1% per annum for any date on which Level
IV Status exists and (v) .375 of 1% per annum for any date on which Level V
Status exists.
(d) by deleting the definition of Usage Fee Rate.
SECTION 3. AMENDMENT OF SECTION 2.07. Section 2.07 of the
Agreement is amended
(a) by replacing the definition of "CD Margin" in subsection
(b) with the following:
"CD Margin" means (i) .375 of 1% per annum for any date on
which Level I Status exists, (ii) .45 of 1% per annum for any date on which
Level II Status exists, (iii) .5375 of 1% per annum for any date on which
Level III Status exists, (iv) .75 of 1% per annum for any date on which Level
IV Status exists and (v) 1% per annum for any date on which Level V Status
exists.
(b) by replacing the definition of "Euro-Dollar Margin" in
subsection (c) with the following:
"Euro-Dollar Margin" means (i) .25 of 1% per annum for any date
on which Level I Status exists, (ii) .325 of 1% per annum for any date on
which Level II Status exists, (iii).4125 of 1% per annum for any date on which
Level III Status exists, (iv) .625 of 1% per annum for any date on which Level
IV Status exists, and (v) .875 of 1% per annum for any date on which Level V
Status exists.
SECTION 4. AMENDMENT OF SECTION 2.08. Section 2.08 of the
Agreement is amended by deleting subsection (e) thereof.
SECTION 5. CHANGES IN COMMITMENTS. The Commitments of the
Banks are changed as set forth on the signature pages hereof.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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SECTION 7. COUNTERPARTS; EFFECTIVENESS. 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 shall become effective as of the date hereof when
the Agent shall receive
(a) duly executed counterparts hereof signed by the Borrower
and the Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall receive
telex, telecopy or other written confirmation from such party of
execution of a counterpart hereof by such party);
(b) an opinion of William A. Wise, Jr., Assistant General
Counsel of the Company, substantially in the form of Exhibit A hereto
and covering such additional matters relating to the transactions
contemplated hereby as the Required Banks may reasonably request;
(c) an opinion of Davis Polk & Wardwell, special counsel for
the Agent, substantially in the form of Exhibit B hereto and covering
such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request; and
(d) all documents it may reasonably request relating to the
existence of the Company, the corporate authority for and the
validity of this Amendment, the Agreement so amended hereby and the
Notes, and any other matters relevant hereto, all in form and
substance satisfactory to the Agent;
PROVIDED that this Amendment shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later
than September 30, 1994.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and
year first above written.
ANALOG DEVICES, INC.
By /s/ William A. Martin
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Title: Treasurer
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COMMITMENTS
$20,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Adam J. Silver
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Title: Associate
$20,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Kevin McMahon
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Title: Vice President
$20,000,000 THE FIRST NATIONAL BANK OF
BOSTON
By /s/ George Hibbard
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Title: Vice President
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Total Commitments
$60,000,000
Consented to by: CONTINENTAL BANK N.A.
By /s/ Barry A. Peterson
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Title: Vice President
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