Exhibit 10.28
THIRD AMENDMENT, dated as of March 28, 1996 (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, the Second
Amendment thereto, dated as of October 13, 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 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. Amendment to Subsection 1.1. (a) Subsection 1.1 is hereby
amended by inserting the word "CSM" before the defined term "Subscription
Agreement" and placing the defined term "CSM Subscription Agreement" in the
proper alphabetical order.
(b) Subsection 1.1 of the Credit Agreement is hereby further amended by
inserting the following definitions in the proper alphabetical order to read as
follows:
"DSNT": Digital Secured Networks Technology Inc., a Delaware
corporation."
"DSNT Subscription Agreement": the Agreement dated as of March
28, 1996, among DSNT and the Borrower
"Third Amendment": the Third Amendment to this Agreement,
dated as of April 28, 1996.
3. Amendment 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
(d) thereof;
Exhibit 10.28
(b) by deleting the period at the end of clause (e) 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:
"(f) the acquisition of Series A Convertible
Preferred Stock in DSNT by the Borrower pursuant to the DSNT
Subscription Agreement for an aggregate purchase price not to
exceed $250,000."
4. Amendment to Schedule 3.15. Schedule 3.15 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.
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.
6. Conditions to 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 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.
Exhibit 10.28
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 Third 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 Third Amendment to which this Acknowledgment and
Consent is attached.
STANDARD MICROSYSTEMS SMC FRANCE, INC.
CORPORATION (ASIA)
By By
------------------------- -------------------------
Title Title
---------------------- ----------------------
SMC AUSTRALIA, INC. SMC INTERNATIONAL, INC.
By By
------------------------ ------------------------
Title Title
---------------------- ----------------------
SMC MASSACHUSETTS INC. SMC NORTH AMERICA, INC. (formerly
known as SMC SALES, INC.)
By By
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Title Title
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Annex A
Schedule 3.15
STANDARD MICROSYSTEMS CORPORATION
SCHEDULE OF SUBSIDIARIES
All subsidiaries are wholly-owned, except Toyo Microsystems Corporation.
Delaware corporations
Standard Microsystems Corporation (Asia)
SMC Australia, Inc.
SMC France, Inc.
SMC International, Inc.
SMC Massachusetts, Inc.
SMC North America, Inc. (formerly known as SMC Sales, Inc.)
Foreign corporations
Standard Microsystems Corporation (Canada)
(incorporated in Ontario, Canada)
Standard Microsystems (Europe) Limited
(incorporated in United Kingdom)
Standard Microsystems GmbH
(incorporated in Germany)
Toyo Microsystems Corporation
(incorporated in Japan)