Exhibit 10.27
SECOND AMENDMENT, dated as of October 13, 1995 (this
"Amendment"), to the Credit Agreement, dated as of January 13, 1995 (as amended
pursuant to the First Amendment thereto, dated as of March 28, 1995 and 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 and the Lenders wish to amend the Credit
Agreement in the manner provided for herein; and
WHEREAS, the Lenders are willing to agree to waive compliance
with certain provisions of the Credit Agreement in the manner provided for
herein;
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. Amendment to Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by deleting in their entireties the definitions of
"Consideration" and "Permitted Acquisitions" appearing therein and by inserting
a new definition in the proper alphabetical order to read as follows:
"Second Amendment": the Second Amendment to this Agreement,
dated as of October 13, 1995.
3. Amendment to Subsection 3.16. Subsection 3.16 of the Credit
Agreement is hereby amended by deleting the words "(a) finance Permitted
Acquisitions (as hereinafter defined) and (b)" appearing therein.
4. Amendment to Subsection 6.8. Subsection 6.8 of the Credit
Agreement is hereby amended by deleting the words "and any such expenditure
resulting from a Permitted Acquisition" appearing therein.
5. Amendment to Subsection 6.9(d). Subsection 6.9 of the
Credit Agreement is hereby amended by deleting paragraph (d) thereof in its
entirety and substituting in lieu thereof a new paragraph to read in its
entirety as follows:
Exhibit 10.27
"(d) the $1,000,000 loan made by the Borrower to EFAR
Microsystems, Inc., prior to the date hereof."
6. Amendment to Subsection 6.15. Subsection 6.15 of the Credit
Agreement is hereby amended by deleting the words "and those businesses acquired
pursuant to Permitted Acquisitions" appearing therein.
7. Amendments to Schedule 1.1(a). Schedule 1.1(a) of the
Credit Agreement is hereby amended by deleting such Schedule in its entirety and
substituting in lieu thereof a new Schedule to read in its entirety as set forth
in Annex A hereto.
8. Waiver of Subsection 6.1(f). The Lenders hereby waive
compliance by the Borrower with the requirements of subsection 6.1(f) to the
extent and solely to the extent that the Inventory Turnover Ratio was 3.48 to
1.00 at any time prior to May 31, 1995 rather that 3.50 to 1.00 or higher as
required by such subsection.
9. 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.
10. Conditions to Effectiveness. This Amendment shall become
effective as of the date first written above upon (i) execution of this
Amendment by the Borrower and the Required Lenders and upon execution of the
Acknowledgment and Consent attached hereto by each Guarantor and (ii) receipt by
each Lender of a Note executed and delivered by a duly authorized officer of the
Borrower conforming to the applicable requirements of the Credit Agreement.
11. 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).
12. 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 and delivery of this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to such
Lender.
Exhibit 10.27
13. 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.
14. 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 Second 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 Second 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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Annex A
Schedule 1.1(a)
Commitments
Lender Amount
Chemical Bank $12,500,000
National Westminster Bank N.A. 12,500,000
Total $25,000,000