MODIFICATION AGREEMENT
BY THIS MODIFICATION AGREEMENT (the "Agreement"), made and entered into
as of the 14th day of January, 1997, WELLS FARGO BANK, N.A., whose address is
100 West Washington, Phoenix, Arizona 85003 as administrative agent for the
Banks (as hereinafter defined) (the "Administrative Agent"), and MICROCHIP
TECHNOLOGY INCORPORATED, a Delaware corporation, whose address is 2355 West
Chandler Boulevard, Chandler, Arizona 85224 (the "Borrower"), in consideration
of the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby confirm and agree as follows:
SECTION 1. RECITALS.
1.1 Borrower and the Administrative Agent, NBD Bank as Co-Agent and the
Banks named therein entered into that Credit Agreement dated October 31, 1996
(the "Credit Agreement") to provide financial accommodations to the Borrower as
provided therein.
1.2 Borrower and the Administrative Agent, with the consent of the
Banks, desire to modify the Credit Agreement as set forth herein.
1.3 All undefined capitalized terms used herein shall have the meaning
given them in the Credit Agreement.
SECTION 2. CREDIT AGREEMENT.
2.1 The following definition in Section 1.1 of the Loan Agreement is
hereby amended to read as follows:
"Consolidated Debt" shall mean the total Debt of the Borrower
and its Subsidiaries, less the outstanding principal amount of
Convertible Subordinated Indebtedness, all computed on a consolidated
basis in accordance with GAAP.
2.2 The following definition is hereby added to Section 1.1 of the Loan
Agreement:
"Convertible Subordinated Indebtedness" shall mean
Subordinated Indebtedness that is convertible into equity of the
Borrower, which amount for purposes of the calculation of the ratio
under Section 6.8 shall not exceed at any time $100,000,000.00.
SECTION 3. OTHER MODIFICATIONS, RATIFICATIONS AND AGREEMENTS.
3.1 All references to the Credit Agreement in the other Loan Documents
are hereby amended to refer to the Credit Agreement as hereby amended.
3.2 Borrower hereby reaffirms to Lender each of the representations,
warranties, covenants and agreements of Borrower set forth in the Credit
Agreement, with the same force and effect as if each were separately stated
herein and made as of the date hereof.
3.3 Borrower hereby ratifies, reaffirms, acknowledges, and agrees that
the Notes and the Credit Agreement represent valid, enforceable and collectible
obligations of Borrower, and that there are no existing claims, defenses,
personal or otherwise, or rights of setoff whatsoever with respect to any of
these documents or instruments. In addition, Borrower hereby expressly waives,
releases and absolutely and forever discharges the Banks and their present and
former shareholders, directors, officers, employees and agents, and their
separate and respective heirs, personal representatives, successors and assigns,
from any and all liabilities, claims, demands, damages, action and causes of
action, whether known or unknown and whether contingent or matured, that
Borrower may now have, or has had prior to the date hereof, or that may
hereafter arise with respect to acts, omissions or events occurring prior to the
date hereof and, without limiting the generality of the foregoing, from any and
all liabilities, claims, demands, damages, actions and causes of action, known
or unknown, contingent or matured, arising out of, or in any way connected with,
the Loans. Borrower further acknowledges and represents that no event has
occurred and no condition exists that, after notice or lapse of time, or both,
would constitute a default under this Agreement, the Notes or the Credit
Agreement.
3.4 All terms, conditions and provisions of the Credit Agreement are
continued in full force and effect and shall remain unaffected and unchanged
except as specifically amended hereby. The Credit Agreement, as amended hereby,
is hereby ratified and reaffirmed by Borrower, and Borrower specifically
acknowledges the validity and enforceability thereof.
SECTION 4. GENERAL.
4.1 This Agreement in no way acts as a release or relinquishment of
those rights securing payment of the Loans. Such rights are hereby ratified,
confirmed, renewed and extended by Borrower in all respects.
4.2 The modifications contained herein shall not be binding upon the
Banks until the Administrative Agent shall have received all of the following:
(a) An original of this Agreement fully executed by the
Borrower.
(b) Such resolutions or authorizations and such other
documents as the Administrative Agent may require relating to the
existence and good standing of the Borrower and the authority of any
person executing this Agreement or other documents on behalf of the
Borrower.
4.3 Borrower shall execute and deliver such additional documents and do
such other acts as the Banks may reasonably require to fully implement the
intent of this Agreement.
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4.4 Borrower shall pay all costs and expenses, including, but not
limited to, reasonable attorneys' fees incurred by the Administrative Agent in
connection herewith, whether or not all of the conditions described in Paragraph
4.2 above are satisfied. Banks, at their option, but without any obligation to
do so, may advance funds to pay any such costs and expenses that are the
obligation of the Borrower, and all such funds advanced shall bear interest at
the highest rate provided in the Notes and shall be due and payable upon demand.
4.5 Notwithstanding anything to the contrary contained herein or in any
other instrument executed by Borrower, the Administrative Agent or the Banks, or
in any other action or conduct undertaken by Borrower, the Administrative Agent
or the Banks on or before the date hereof, the agreements, covenants and
provisions contained herein shall constitute the only evidence of the Banks'
consent to modify the terms and provisions of the Credit Agreement. Accordingly,
no express or implied consent to any further modifications involving any of the
matters set forth in this Agreement or otherwise shall be inferred or implied by
the Banks' consent to this Agreement. Further, the Banks' consent to this
Agreement shall not constitute a waiver (either express or implied) of the
requirement that any further modification of the Credit Agreement shall require
the express written consent of the Banks; no such consent (either express or
implied) has been given as of the date hereof.
4.6 Time is hereby declared to be of the essence hereof of the Credit
Agreement, and Banks require, and Borrower agrees to, strict performance of each
and every covenant, condition, provision and agreement hereof, of the Credit
Agreement.
4.7 This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their heirs, personal representatives,
successors and assigns.
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4.8 This Agreement is made for the sole protection and benefit of the
parties hereto, and no other person or entity shall have any right of action
hereon.
4.9 This Agreement shall be governed by and construed according to the
laws of the State of Arizona.
IN WITNESS WHEREOF, these presents are executed as of the date
indicated above.
WELLS FARGO BANK, N.A.
By: /s/ Mae G. DelaBarre
-------------------------------------
Name: Mae G. DelaBarre
-----------------------------------
Its: Assistant Vice President
------------------------------------
ADMINISTRATIVE AGENT
MICROCHIP TECHNOLOGY INCORPORATED,
a Delaware corporation
By: /s/ C. Philip Chapman
-------------------------------------
Name: C. Philip Chapman
-----------------------------------
Its: Vice President & CFO
------------------------------------
BORROWER
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CONSENT OF THE BANKS
Re: Microchip Technology Incorporated
The following:
(a) is a Bank named in that Credit Agreement dated October 31,
1996 between Microchip Technology Incorporated, a Delaware corporation (the
"Borrower"), Wells Fargo Bank, N.A., as administrative agent for the Banks (the
"Administrative Agent"), NBD Bank as Co-Agent, and the Banks; and
(b) consents to that Modification Agreement dated January 14,
1997 entered into between the Borrower and the Administrative Agent.
NBD BANK, a Michigan banking corporation
By: /s/ James B. Junker
-------------------------------------
Name: James B. Junker
-----------------------------------
Its: Authorized Agent
------------------------------------
"Co-Agent and Bank"
CONSENT OF THE BANKS
Re: Microchip Technology Incorporated
The following:
(a) is a Bank named in that Credit Agreement dated October 31,
1996 between Microchip Technology Incorporated, a Delaware corporation (the
"Borrower"), Wells Fargo Bank, N.A., as administrative agent for the Banks (the
"Administrative Agent"), NBD Bank as Co-Agent, and the Banks; and
(b) consents to that Modification Agreement dated January 14,
1997 entered into between the Borrower and the Administrative Agent.
BANK ONE, ARIZONA, NA,
a national banking association
By: /s/ Steven Reinhart
-------------------------------------
Name: Steven Reinhart
-----------------------------------
Its: VP
------------------------------------
"Bank"
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CONSENT OF THE BANKS
Re: Microchip Technology Incorporated
The following:
(a) is a Bank named in that Credit Agreement dated October 31,
1996 between Microchip Technology Incorporated, a Delaware corporation (the
"Borrower"), Wells Fargo Bank, N.A., as administrative agent for the Banks (the
"Administrative Agent"), NBD Bank as Co-Agent, and the Banks; and
(b) consents to that Modification Agreement dated January 14,
1997 entered into between the Borrower and the Administrative Agent.
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
San Francisco Agency
By: /s/ Takahide Akiyama
-------------------------------------
Name: Takahide Akiyama
-----------------------------------
Its: Joint General Manager
------------------------------------
"Bank"
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CONSENT OF THE BANKS
Re: Microchip Technology Incorporated
The following:
(a) is a Bank named in that Credit Agreement dated October 31,
1996 between Microchip Technology Incorporated, a Delaware corporation (the
"Borrower"), Wells Fargo Bank, N.A., as administrative agent for the Banks (the
"Administrative Agent"), NBD Bank as Co-Agent, and the Banks; and
(b) consents to that Modification Agreement dated January 14,
1997 entered into between the Borrower and the Administrative Agent.
WELLS FARGO BANK, N.A.
By: /s/ Mae G. DelaBarre
-------------------------------------
Name: Mae G. DelaBarre
-----------------------------------
Its: Assistant Vice President
------------------------------------
"Bank"
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