Exhibit 10.26
FIRST AMENDMENT, dated as of March 28, 1995 (this
"Amendment"), to the Credit Agreement, dated as of January 13, 1995 (as amended
pursuant to this Amendment and as the same may be further amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among STANDARD
MICROSYSTEMS CORPORATION, a Delaware corporation (the "Borrower") and the
several banks and other financial institutions from time to time parties thereto
(collectively, the "Lenders"; individually a "Lender").
W I T N E S S E T H :
WHEREAS, the Borrower and the Lenders are parties to the
Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders amend the
Credit Agreement in the manner provided for herein; and
WHEREAS, the Lenders are willing to agree to the requested
amendments;
NOW, THEREFORE, in consideration of the premises contained
herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which
are defined in the Credit Agreement and used herein as defined terms are so used
as so defined.
2. Amendments to Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by inserting the following definitions in the proper
alphabetical order:
"CSM": Chartered Semiconductor Manufacturing Pte Ltd, a
company incorporated in Singapore.
"Manufacturing Agreement": the Agreement dated as of March __,
1995, between CSM and the Borrower.
"Subscription Agreement": the Agreement dated as of March __,
1995, among Singapore Technologies Ventures Pte Ltd, a company
incorporated in Singapore, CSM and the Borrower.
3. Amendments to Subsection 6.2. Subsection 6.2 of the Credit
Agreement is hereby amended as follows:
(a) by deleting the word "and" appearing at the end of clause
(e) thereof;
(b) by deleting the period at the end of clause (f) thereof
and substituting "; and" in lieu thereof; and
(c) by adding a new clause at the end thereof to read in its
entirety as follows:
Exhibit 10.26
"(g) Indebtedness under foreign exchange lines of
credit, provided that the aggregate principal amount of such
Indebtedness at any time outstanding does not exceed
$500,000."
4. Amendments to Subsection 6.9. Subsection 6.9 of the Credit
Agreement is hereby amended as follows:
(a) by deleting the word "and" appearing at the end of clause
(c) thereof;
(b) by deleting the period at the end of clause (d) thereof
and substituting "; and" in lieu thereof; and
(c) by adding a new clause at the end thereof to read in its
entirety as follows:
"(e) the acquisition of "B" Shares in CSM by the
Borrower pursuant to the Subscription Agreement for an
aggregate purchase price not to exceed $20,000,000, provided
that, concurrently with or prior to the consummation of such
acquisition, the Borrower and CSM shall have entered into the
Manufacturing Agreement."
5. Representations and Warranties. On and as of the date
hereof, the Borrower hereby confirms, reaffirms and restates the representations
and warranties set forth in Section 3 of the Credit Agreement mutatis mutandis,
except to the extent that such representations and warranties expressly relate
to a specific earlier date in which case the Borrower hereby confirms, reaffirms
and restates such representations and warranties as of such earlier date,
provided that the references to the Credit Agreement in such representations and
warranties shall be deemed to refer to the Credit Agreement as amended pursuant
to this Amendment. The Borrower hereby further represents and warrants that
attached hereto as Exhibits A and B, respectively, are true, complete and
correct copies of the Manufacturing Agreement and the Subscription Agreement.
6. Effectiveness. This Amendment shall become effective as of
the date first written above upon execution of this Amendment by the Borrower
and the Required Lenders and upon execution of the Acknowledgment and Consent
attached hereto by each Guarantor.
7. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect. The amendments provided for herein are
limited to the specific subsections of the Credit Agreement specified herein and
shall not constitute an amendment of, or an indication of the Lenders'
willingness to amend, any other provisions of the Credit Agreement or the same
subsections for any other date or time period (whether or not such other
provisions or compliance with such subsections for another date or time period
are affected by the circumstances addressed in this Amendment).
8. Expenses. The Borrower agrees to pay and reimburse each
Lender for all its reasonable costs and out-of-pocket expenses incurred in
connection with the preparation
Exhibit 10.26
and delivery of this Amendment, including, without limitation, the reasonable
fees and disbursements of counsel to such Lender.
9. Counterparts. This Amendment may be executed in any number
of counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
STANDARD MICROSYSTEMS CORPORATION
By:______________________________________
Name:
Title:
CHEMICAL BANK
By:______________________________________
Name:
Title:
NATIONAL WESTMINSTER BANK N.A.
By:______________________________________
Name:
Title:
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned corporations as a guarantor under that
certain Guarantee, dated as of January 13, 1995 (the "Guarantee"), made by each
of such corporations in favor of the Lenders confirms and agrees that, after
giving effect to the First Amendment to which this Acknowledgment and Consent is
attached, the Guarantee is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects and the Guarantee does, and
shall continue to, secure the payment of all of the Obligations (as defined in
the Guarantee) pursuant to the terms of the Guarantee. Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement referred to in the First Amendment to which this Acknowledgment and
Consent is attached.
STANDARD MICROSYSTEMS SMC FRANCE, INC.
CORPORATION (ASIA)
By By
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Title Title
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SMC AUSTRALIA, INC. SMC INTERNATIONAL, INC.
By By
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Title Title
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SMC MASSACHUSETTS INC. SMC SALES, INC.
By By
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Title Title
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