1
EXHIBIT 10-20
[CONFORMED COPY]
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25, 1996
among ANALOG DEVICES, INC. (with its successors, the "Company") and the BANKS
listed on the signature pages hereof (with their successors, the "Banks").
W I T N E S S E T H:
WHEREAS, the parties hereto and Morgan Guaranty Trust Company of New
York, as Agent (with its successors in such capacity, the "Agent") have
heretofore entered into a Credit Agreement dated as of March 12, 1993 (as
amended by Amendment No. 1 thereto dated as of May 18, 1993, and Amendment
No. 2 thereto dated as of September 8, 1994, the "Agreement"); and
WHEREAS, the parties hereto desire to amend such Agreement as set forth
herein and to restate such Agreement in its entirety to read as set forth in the
Agreement with the amendments specified 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 and restated hereby.
SECTION 2. Amendment of Section 1.01. Section 1.01 of the Agreement is
amended:
(a) by replacing the date "September 8, 1998" in the definition of
"Termination Date" with the date "October 25, 2000";
(b) by deleting the definition of "Commitment Fee Rate"; and
(c) by replacing the definition of "Facility Fee Rate" with the
following:
2
"Facility Fee Rate" means (i) .085 of 1% per annum for any
date on which Level I Status exists, (ii) .125 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.
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) .365 of 1% per annum for any date on
which Level I Status exists, (ii) .425 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.
and (b) by replacing the definition of "Euro-Dollar Margin" in subsection (c)
with the following:
"Euro-Dollar Margin" means (i) .24 of 1% per annum for any
date on which Level I Status exists, (ii) .30 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 to read in its entirety as follows:
(a) Facility Fee. The Company shall pay to the Agent for the
account of the Banks ratably a facility fee at the Facility Fee Rate.
Such facility fee shall accrue (i) from and including the date hereof
to but excluding the Termination Date, on the daily aggregate amount of
the Commitments (whether used or unused) and (ii) from and including
the Termination Date to but excluding the date the Loans shall be
repaid in their entirety, on the daily aggregate outstanding principal
amount of the Loans.
(b) Payments. Accrued fees under subsection (a) of this
Section shall be payable quarterly on each March 15, June 15, September
15 and
2
3
December 15, and upon the date of termination of the Commitments in
their entirety (and, if later, the date the Loans shall be repaid in
their entirety).
(c) Administrative and Auction Fees. The Company shall pay to
the Agent for its own account administrative and auction fees in the
amounts previously agreed between them.
SECTION 5. Amendment of Section 5.10. Section 5.10 of the Agreement is
amended by replacing "$288,981,000" with "$600,000,000", "January 31, 1993" with
"November 3, 1996" and "January 30, 1993" with "November 2, 1996".
SECTION 6. Amendment of Section 5.11. Section 5.11 of the Agreement is
amended by replacing "$29,734,000" with "$150,000,000", "January 30, 1993" with
"November 2, 1996" and "January 31, 1993" with "November 3, 1996".
SECTION 7. Amendment of Section 5.13. Section 5.13 of the Agreement is
amended by deleting "and" at the end of clause (i) and replacing clause (j) with
the following clauses (j) and (k):
(j) Liens securing Capital Leases entered into after August 3, 1996 in
an aggregate principal amount at any one time outstanding not to exceed
$200,000,000; and
(k) Liens not otherwise permitted by the foregoing clauses of this
Section securing indebtedness in an aggregate principal and mark to market value
(net of mark to market thresholds, if any) amount at any one time outstanding
not to exceed 20% of Consolidated Tangible Net Worth.
SECTION 8. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 9. Counterparts; Effectiveness. This Amendment and Restatement
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 Restatement shall become effective as of the date
hereof when the Agent shall receive
(a) duly executed counterparts hereof signed by the Company 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);
3
4
(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
and Restatement, the Agreement as amended and restated hereby and the Notes, and
any other matters relevant hereto, all in form and substance satisfactory to the
Agent;
provided that this Amendment and Restatement shall not become effective or be
binding on any party hereto unless all of the foregoing conditions are satisfied
not later than October 31, 1996.
4
5
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement 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
--------------------------------
Name: William A. Martin
Title: Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Robert L. Barrett
--------------------------------
Name: Robert L. Barrett
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Jamie Dillon
--------------------------------
Name: Jamie Dillon
Title: Vice President
THE FIRST NATIONAL BANK
OF BOSTON
By: /s/ Daniel G. Head, Jr.
--------------------------------
Name: Daniel G. Head, Jr.
Title: Vice President
5
6
EXHIBIT A
OPINION OF
COUNSEL FOR THE COMPANY
October 25, 1996
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260
Dear Sirs:
This opinion is furnished to you pursuant to Section 9(b) of the
Amended and Restated Credit Agreement dated as of October 25, 1996 among Analog
Devices, Inc. (the "Company"), the banks listed on the signature pages thereof
(the "Banks") and Morgan Guaranty Trust Company of New York, as Agent (the
Credit Agreement as so amended and restated, the "Credit Agreement). Terms
defined in the Credit Agreement are used herein as therein defined.
I have acted as counsel for the Company in connection with the Credit
Agreement. In rendering this opinion, I have examined and am familiar with the
Credit Agreement, the Notes, the Articles of Organization and by-laws of the
Company (each as amended to date), all material records of meetings of directors
of the Company, certificates of public officials, and such other documents and
matters of law as I have determined necessary as a basis for the opinion
hereinafter expressed.
In my examination of the foregoing documents, I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic copies, and the authenticity of the originals
of such latter documents. Insofar as this opinion relates to factual matters,
information with respect to which is not in my possession, I have relied
exclusively upon
7
representations made by the Company in the Credit Agreement, and nothing has
come to my attention leading me to question the accuracy of such information.
My opinion set forth below with respect to the Credit Agreement and the
Notes is limited to such documents and agreements themselves and does not extend
to any other documents, agreements, or instruments listed or described therein.
For the purposes of this opinion, I have assumed that the Credit
Agreement is valid, binding and enforceable obligation of each Bank and the
Agent and that the facts and law governing the future performance by the Company
of its obligations under the Credit Agreement will be identical to the facts and
law governing such performance as of the date of this opinion.
For the purposes of my opinion expressed in paragraph 1 below relating
to due incorporation, legal existence and good standing of the Company, I have
relied exclusively upon a certificate of the Office of the Secretary of State of
Massachusetts dated October __, 1996. For the purposes of my opinion expressed
in paragraph 5 below related to legal existence and good standing of the
Company's corporate Subsidiaries, I have not obtained from any governmental
authorities nor reviewed any certificates, laws or regulations applicable to
them or the conduct of their business whether in their respective jurisdictions
of incorporation or elsewhere.
I am a member of the Bar of the Commonwealth of Massachusetts only, and
have not made an independent review of the laws of any state or jurisdiction
other than the Commonwealth of Massachusetts and the Federal law of the United
States of America. Accordingly, I express no opinion herein as to the laws of
any state or other jurisdiction other than the Commonwealth of Massachusetts and
the Federal law of the United States of America. To the extent that the Credit
Agreement and Notes recite they are governed by the laws of the State of New
York, I have assumed, with your permission, that the laws of the State of New
York, to the extent relevant or applicable to the transactions contemplated by
such documents, are identical to those of the Commonwealth of Massachusetts.
Any reference to "my knowledge" or "knowledge" or any variation thereof
shall mean my conscious awareness of the existence or absence of any facts that
would contradict my opinions set forth below. I have not undertaken any
independent investigation to determine the existence or absence of such facts.
Without limiting the foregoing with respect to my opinions in paragraphs 2 and 4
below, I have not conducted a search of the dockets of any court or
administrative or other regulatory agency.
The opinion hereinafter expressed in paragraph 3 is qualified to the
extent that the validity or enforceability of any of the agreements, documents,
or
2
8
obligations referred to herein may be subject to or affected by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, usury or other laws relating
to or affecting the rights of creditors generally, or (ii) duties and standards
imposed on creditors from time to time, including, without limitation, good
faith, reasonableness and fair dealing under the Uniform Commercial Code as
enacted in the Commonwealth of Massachusetts or any other applicable law. I
express no opinion as to the availability of any equitable remedy upon breach of
any of the agreements, documents or obligations referred to herein.
I express no opinion as to the enforceability of the Agent's or any
Bank's rights under the Credit Agreement other than with respect to the Company.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, legally existing and
in good standing under the laws of the Commonwealth of Massachusetts and has all
corporate powers, material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.
2. The execution, delivery and performance by the Company of the Credit
Agreement and the Notes are within the Company's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the Articles of Organization or by-laws of the Company or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon the Company or result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries.
3. The Credit Agreement constitutes a valid and binding agreement of
the Company and its Notes constitute valid and binding obligations of the
Company.
4. To my knowledge, there is no action, suit or proceeding pending
against, threatened against or affecting the Company or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or official, in
which there is a reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Company and its Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validity of the Credit Agreement or the Notes.
3
9
5. To my knowledge, each of the Company's corporate Subsidiaries is a
corporation legally existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.
Very truly yours,
ANALOG DEVICES, INC.
William A. Wise, Jr.
Corporate Counsel
4
10
EXHIBIT B
October 25, 1996
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260
Dear Sirs:
We have participated in the preparation of the Amended and Restated
Credit Agreement dated as of October 25, 1996 among Analog Devices, Inc., a
Massachusetts corporation (the "Company"), the banks listed on the signature
pages thereof (the "Banks") and Morgan Guaranty Trust Company of New York, as
Agent (the "Agent") (the Credit Agreement as so amended and restated, the
"Credit Agreement"). We have acted as special counsel for the Agent for the
purpose of rendering this opinion pursuant to Section 9(c) of the Amendment and
Restatement. Terms defined in the Credit Agreement are used herein as therein
defined.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.
Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of the Company and its Notes
constitute valid and binding obligations of the Company.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America. In giving the foregoing opinion, (i) we express no
opinion as to the effect (if any) of any law of any jurisdiction (except the
State of New York) in which any Bank is located which limits the rate of
interest that such Bank may charge or collect and (ii) we have relied, without
independent
11
investigation, as to all matters governed by the law of the Commonwealth of
Massachusetts, upon the opinion of William A. Wise, Jr., Esq., copies of which
have been delivered to you.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
2