1
Exhibit 4(d)
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
among
FLEET NATIONAL BANK, as lender and agent
SILICON VALLEY BANK, as lender
ALPHA INDUSTRIES, INC., as co-borrower
and
TRANS-TECH, INC., as co-borrower
------------------------------
Dated as of September 30, 1998
------------------------------
Xxxxxx X. Xxxxx, Esq.
Xxxxxx X. Board, Esq.
Xxxxxxxx & Worcester LLP
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
2
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 30, 1998
Alpha Industries, Inc.
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Trans-Tech, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX
Re: First Amendment to Amended and Restated Credit Agreement dated as of
October 1, 1997 (the "Credit Agreement" by and among Alpha Industries,
Inc. ("Alpha"), Trans-Tech, Inc. ("Trans-Tech"), Silicon Valley Bank
("SVB"), Fleet National Bank ("Fleet") and Fleet as the agent (the
"Agent").
Ladies and Gentlemen:
The purpose of this letter is to evidence the agreement between Alpha and
Trans-Tech (each a "Borrower" and, together, the "Borrowers" or "you"), SVB and
Fleet (each a "Bank" and, together, the "Banks") and the Agent that, effective
on the Effective Date (as defined below), the above-referenced Amended and
Restated Credit Agreement (together with the schedules thereto, the "Credit
Agreement") is amended as set forth on ANNEX I hereto (which is incorporated in
this letter amendment by reference). Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Credit Agreement.
This letter amendment (the "Amendment") shall become effective as of
October 1, 1998 (the "Effective Date"), provided that Fleet, on behalf of the
Banks, shall have received the following on or before September 30, 1998; and
provided further, however, that in no event shall this Amendment become
effective until signed by an officer of SVB in California:
(i) three copies of this letter, duly executed by each of you,
with the attached consent of Alpha Securities Corp. (the "Guarantor"), duly
executed thereby;
(ii) the amended and restated promissory note in the form
enclosed herewith (the "Amended and Restated Equipment Line of Credit
Note", duly executed by each of you; and
(iii) duly executed officer's certificates of each Borrower in
form and substance satisfactory to the Banks.
By your signatures below, you are hereby representing that your
representations set forth in the Loan Documents (including those contained in
the Credit Agreement, as amended hereby) are true and correct as of the date
hereof as if made on and as of the date hereof. Finally, each of you and the
Guarantor agrees that as of this date, neither you nor it has any defenses
against your or its obligations to pay any amounts due under the Credit
Agreement and the other Loan Documents.
3
Upon the effectiveness hereof, each occurrence in each Security Instrument
or other Loan Document of "the Credit Agreement", "thereunder", "thereof",
"therein", or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby. Except as
specifically set forth above, the Credit Agreement shall remain in full force
and effect and is hereby ratified and confirmed. Each of the other Loan
Documents is in full force and effect and is hereby ratified and confirmed. The
amendments set forth above (a) do not constitute a waiver or modification of any
term, condition or covenant of the Credit Agreement or any other Loan Document,
other than as expressly set forth herein, and (b) shall-not prejudice any rights
which the Banks may now or hereafter have under or in connection with the Credit
Agreement, as modified hereby, or the other Loan Documents.
You agree to pay on demand all costs and expenses of the Banks and the
Agent in connection with the preparation, reproduction, execution and delivery
of this letter amendment and the other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of Xxxxxxxx & Worcester LLP, special counsel for the Banks with respect
thereto.
This letter amendment may be signed in one or more counterparts each of
which shall constitute an original and all of which, taken together, shall
constitute one and the same instrument.
THIS LETTER AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
[remainder of page blank]
4
If you are in agreement with the foregoing, please sign and return the
enclosed copy of this letter amendment no later than September 28, 1998.
Sincerely,
FLEET NATIONAL BANK, as Agent and as a Bank
hereunder
By:
------------------------------------------
Name
Title
SILICON VALLEY EAST, a Division of Silicon Valley
Bank, as a Bank hereunder
By:
------------------------------------------
Name
Title
SILICON VALLEY BANK, as a Bank hereunder
By:
------------------------------------------
Name
Title
(signed by an officer of the Bank in California)
The undersigned have reviewed and accept
and agree to the terms of the foregoing
(including the attached Annex I) as of the
date first set forth above:
ALPHA INDUSTRIES, INC.
By:
Name:
Title:
TRANS-TECH, INC.
By:
Name:
Title:
5
ANNEX I TO LETTER AMENDMENT
Effective as of the Effective Date and subject to the conditions set forth
in the foregoing letter amendment, the Credit Agreement is hereby amended as
follows:
1. The date "September 30, 1998" appearing in Section 2A.1 as the 1997
Equipment Line Commitment Expiration Date is deleted and the date "September 30,
1999" is substituted in lieu thereof.
2. The date "April 1, 1997" appearing in Section 2A.3 is deleted and the
date "April 1, 1998" is substituted in lieu thereof.
3. The date "September 30, 2002" appearing in Section 2A.5 as the 1997
Equipment Line Maturity Date is deleted and the date "September 30, 2003" is
substituted in lieu thereof.
4. The form of 1997 Equipment Line of Credit Note appearing as Exhibit
A-3 to the Credit Agreement is deleted and there is substituted in lieu thereof
the form of Amended and Restated 1997 Equipment Line Note attached hereto as
EXHIBIT A.
5. Section 5.8 is amended by inserting the following as the second
sentence thereof:
"In addition, if the Borrowers fail to borrow at least $3,750,000 in
the form of 1997 Equipment Line of Credit Loans on or before the 1997
Equipment Line Commitment Expiration Date, the Borrowers will pay to
Fleet, no later than October 1, 1999, a non-refundable Facility Fee in
the amount of $15,000."
6. Section 8.7 is amended and restated in its entirety as follows:
"8.7 RESTRICTED PAYMENTS. The Borrowers will not, and will not permit
any of their Subsidiaries to, declare or make any Restricted Payment;
PROVIDED HOWEVER, Alpha may (A) make cash expenditures in an aggregate
amount of up to $100,000 in any fiscal year in order to redeem shares of
capital stock of Alpha distributed under the Borrowers' employee benefits
plans and (B) make cash expenditures, pursuant to a written stock buy-back
program approved by its Board of Directors and delivered to the Agent, in
an aggregate amount of up to $7,500,000 in any fiscal year to effect
open-market purchases of Alpha's publicly traded stock."
7. The figure "$15,000,000" appearing in Section 8.14 relating to capital
expenditures is deleted and the figure "$25,000,000" is substituted in lieu
thereof.
8. The address for notice to Fleet set forth in Section 12.3 ("Fleet
Center, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, Attention: Xxxxx X.
Case, Assistant Vice President") is deleted and the following is substituted in
lieu thereof: "One Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxx
X. Case, Vice President".
[Remainder of page blank]
6
CONSENT
The undersigned, as Guarantor under the Subsidiary Guaranty dated as of
September 29, 1995 (the "Guaranty") in favor of Silicon Valley Bank and Fleet
National Bank (successor to Fleet Bank of Massachusetts, N.A.), hereby consents
to the foregoing letter amendment and to the amendment and restatement of the
Equipment Line of Credit Note dated as of October 1, 1998 effected in connection
therewith and hereby confirms and agrees that the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, upon the effectiveness of, and on and after the date
of, said letter amendment, each occurrence in the Guaranty and in each other
Loan Document (as defined in the Credit Agreement) to which the undersigned is a
party, including, without limitation, the Security Agreement dated as of
September 29, 1995 to which the Guarantor is a party, of "the Credit Agreement",
"thereunder", "thereof", "therein", or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement, as
amended thereby, and that each reference, by whatever terms, in the aforesaid
Loan Documents to the Equipment Line of Credit Note shall mean and be a
reference to the Equipment Line of Credit Note as amended and restated in
connection therewith.
ALPHA SECURITIES CORP.
By:
---------------------------
Name:
Title:
7
Exhibit A to
First Amendment to Credit Agreement
Exhibit A-3
AMENDED AND RESTATED
1997 EQUIPMENT LINE OF CREDIT NOTE
(1997 Equipment Line of Credit Loans)
$7,500,000 Woburn, Massachusetts
As of October 1, 1998
For value received, the undersigned, ALPHA INDUSTRIES, INC., a Delaware
corporation, and TRANS-TECH, INC., a Maryland corporation (each a "Borrower"
and, collectively, the "Borrowers"), jointly and severally promise to pay to
FLEET NATIONAL BANK (the "Bank"), at the office of the Bank located at Xxx
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or to its order the following:
(a) in the event that the Borrower gives the Bank notice in
accordance with Section 12.3 of the Credit Agreement referred to below
on or before March 31, 1999 that the Borrower wishes that the
amortization of this Note commence on April 1, 1999 (the "EARLY
AMORTIZATION NOTICE"), then the lesser of (i) Seven Million Five
Hundred Thousand Dollars ($7,500,000) or (ii) the outstanding
principal amount hereunder as of the opening of business by the Bank
on March 31, 1999 (the "TRANCHE A AMOUNT") in forty-eight (48)
consecutive equal monthly installments payable on the first day of
each month, commencing April 1, 1999 and ending March 1, 2003 (the
"TRANCHE A MATURITY DATE") and
(b) the lesser of (i) Seven Million Five Hundred Thousand
Dollars ($7,500,000), or (ii) the outstanding principal amount
hereunder as of the opening of business by the Bank on September 30,
1999, and, if an Early Amortization Notice has been given pursuant to
subparagraph (a) above, LESS the then outstanding principal balance of
the Tranche A Amount, in forty-eight (48) consecutive equal monthly
installments payable on the first day of each month, commencing
October 1, 1999 and ending on September 1, 2003 (the "TRANCHE B
MATURITY DATE").
but in no event more than Seven Million Five Hundred Thousand Dollars
($7,500,000), together with interest on the principal amount hereof from time to
time outstanding at a fluctuating rate per annum as set forth in the Credit
Agreement referred to below, payable monthly in arrears on first day of each
calendar month occurring after the date hereof and on the Maturity Date.
Computations of interest shall be made by the Bank on the basis of a year
of 360 days for the actual number of days occurring in the period for which such
interest is payable.
This note is the promissory note referred to Section 2A.2 of the credit
agreement between the Bank and the Borrowers dated as of September 29, 1995, as
amended and restated as of October 1, 1997 (together with all related schedules
and exhibits, as the same may be amended, modified or supplemented from time to
time, the "CREDIT AGREEMENT"), and is entitled to the benefits thereof and of
the other Loan Documents referred to therein, and is subject to optional and
mandatory prepayment as provided therein. Except for the capitalized terms
defined herein, the capitalized terms used in this Note shall have the
respective meanings set forth in the Credit Agreement. This note is secured
INTER ALIA by a Security Agreement dated
8
of September 29, 1995 by each Borrower in favor of the Silicon Valley Bank as
Collateral Agent for the benefit of the Bank and the other Banks (as defined in
the Credit Agreement) as the same may be amended, modified or supplemented from
time to time.
Upon the occurrence of any Event of Default under, and as defined in, the
Credit Agreement, at the option of the Bank, the principal amount then
outstanding of and the accrued interest on the advances under this note and all
other amounts payable under this note shall become immediately due and payable,
without notice (including, without limitation, notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.
The Bank shall keep a record of the amount and the date of the making of
each advance pursuant to the Credit Agreement and each payment of principal with
respect thereto by maintaining a computerized record of such information and
printouts of such computerized record, which computerized record, and the
printouts thereof, shall constitute PRIMA FACIE evidence of the accuracy of the
information so endorsed.
If the entire amount of any required payment of principal and/or interest
is not paid within ten (10) days after the same is due, the Borrowers shall pay
to the Bank a late fee equal to five percent (5%) of the required payment.
The undersigned agrees to pay all reasonable costs and expenses of the Bank
(including, without limitation, the reasonable fees and expenses of attorneys)
in connection with the enforcement of this note and the other Loan Documents and
the preservation of the Bank's and their respective rights hereunder and
thereunder.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Each
Borrower and every endorser or guarantor of this note regardless of the time,
order or place of signing waives presentment, demand, protest and notices of
every kind and assents to any one or more extensions or postponements of the
time of payment or any other indulgences, to any substitutions, exchanges or
releases of collateral for this note, and to the additions or releases of any
other parties or persons primarily or secondarily liable.
EACH BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER
HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE, ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EACH BORROWER ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT OR
PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS NOTE,
ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR THE TRANSACTIONS
CONTEMPLATED HEREBY. IN ADDITION TO ANY OTHER COURT IN WHICH SUCH ACTION, SUIT
OR PROCEEDING MAY BE BROUGHT, IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL
JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN
WHICH IT SHALL HAVE BEEN SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED,
SUBJECT TO EXERCISE AND EXHAUSTION OF ALL RIGHTS OF APPEAL AND TO THE EXTENT
THAT IT MAY LAWFULLY DO SO, WAIVES
9
AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN SUCH
ACTION, SUIT OR PROCEEDING ANY CLAIMS THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF SUCH COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND AGREES THAT
PROCESS MAY BE SERVED UPON IT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN THE
MANNER PROVIDED BY CHAPTER 223A OF THE GENERAL LAWS OF MASSACHUSETTS, RULE 4 OF
THE MASSACHUSETTS RULES OF CIVIL PROCEDURE OR RULE 4 OF THE FEDERAL RULES OF
CIVIL PROCEDURE.
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
ALPHA INDUSTRIES, INC.
By:
-------------------------------------
Name:
Title:
TRANS-TECH, INC.
By:
-------------------------------------
Name:
Title:
10
AMENDED AND RESTATED
1997 EQUIPMENT LINE OF CREDIT NOTE
(1997 Equipment Line of Credit Loans)
$7,500,000 Woburn, Massachusetts
As of October 1, 1998
For value received, the undersigned, ALPHA INDUSTRIES, INC., a Delaware
corporation, and TRANS-TECH, INC., a Maryland corporation (each a "Borrower"
and, collectively, the "Borrowers"), jointly and severally promise to pay to
FLEET NATIONAL BANK (the "Bank"), at the office of the Bank located at Xxx
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or to its order the following:
(a) in the event that the Borrower gives the Bank notice in
accordance with Section 12.3 of the Credit Agreement referred to below
on or before March 31, 1999 that the Borrower wishes that the
amortization of this Note commence on April 1, 1999 (the "EARLY
AMORTIZATION NOTICE"), then the lesser of (i) Seven Million Five
Hundred Thousand Dollars ($7,500,000) or (ii) the outstanding
principal amount hereunder as of the opening of business by the Bank
on March 31, 1999 (the "TRANCHE A AMOUNT") in forty-eight (48)
consecutive equal monthly installments payable on the first day of
each month, commencing April 1, 1999 and ending March 1, 2003 (the
"TRANCHE A MATURITY DATE") and
(b) the lesser of (i) Seven Million Five Hundred Thousand
Dollars ($7,500,000), or (ii) the outstanding principal amount
hereunder as of the opening of business by the Bank on September 30,
1999, and, if an Early Amortization Notice has been given pursuant to
subparagraph (a) above, LESS the then outstanding principal balance of
the Tranche A Amount, in forty-eight (48) consecutive equal monthly
installments payable on the first day of each month, commencing
October 1, 1999 and ending on September 1, 2003 (the "TRANCHE B
MATURITY DATE").
but in no event more than Seven Million Five Hundred Thousand Dollars
($7,500,000), together with interest on the principal amount hereof from time to
time outstanding at a fluctuating rate per annum as set forth in the Credit
Agreement referred to below, payable monthly in arrears on first day of each
calendar month occurring after the date hereof and on the Maturity Date.
Computations of interest shall be made by the Bank on the basis of a year
of 360 days for the actual number of days occurring in the period for which such
interest is payable.
This note is the promissory note referred to Section 2A.2 of the credit
agreement between the Bank and the Borrowers dated as of September 29, 1995, as
amended and restated as of October 1, 1997 (together with all related schedules
and exhibits, as the same may be amended, modified or supplemented from time to
time, the "CREDIT AGREEMENT"), and is entitled to the benefits thereof and of
the other Loan Documents referred to therein, and is subject to optional and
mandatory prepayment as provided therein. Except for the capitalized terms
defined herein, the capitalized terms used in this Note shall have the
respective meanings set forth in the Credit Agreement. This note is secured
INTER ALIA by a Security Agreement dated
11
of September 29, 1995 by each Borrower in favor of the Silicon Valley Bank as
Collateral Agent for the benefit of the Bank and the other Banks (as defined in
the Credit Agreement) as the same may be amended, modified or supplemented from
time to time.
Upon the occurrence of any Event of Default under, and as defined in, the
Credit Agreement, at the option of the Bank, the principal amount then
outstanding of and the accrued interest on the advances under this note and all
other amounts payable under this note shall become immediately due and payable,
without notice (including, without limitation, notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.
The Bank shall keep a record of the amount and the date of the making of
each advance pursuant to the Credit Agreement and each payment of principal with
respect thereto by maintaining a computerized record of such information and
printouts of such computerized record, which computerized record, and the
printouts thereof, shall constitute PRIMA FACIE evidence of the accuracy of the
information so endorsed.
If the entire amount of any required payment of principal and/or interest
is not paid within ten (10) days after the same is due, the Borrowers shall pay
to the Bank a late fee equal to five percent (5%) of the required payment.
The undersigned agrees to pay all reasonable costs and expenses of the Bank
(including, without limitation, the reasonable fees and expenses of attorneys)
in connection with the enforcement of this note and the other Loan Documents and
the preservation of the Bank's and their respective rights hereunder and
thereunder.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Each
Borrower and every endorser or guarantor of this note regardless of the time,
order or place of signing waives presentment, demand, protest and notices of
every kind and assents to any one or more extensions or postponements of the
time of payment or any other indulgences, to any substitutions, exchanges or
releases of collateral for this note, and to the additions or releases of any
other parties or persons primarily or secondarily liable.
EACH BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER
HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE, ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EACH BORROWER ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT OR
PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS NOTE,
ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR THE TRANSACTIONS
CONTEMPLATED HEREBY. IN ADDITION TO ANY OTHER COURT IN WHICH SUCH ACTION, SUIT
OR PROCEEDING MAY BE BROUGHT, IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL
JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN
WHICH IT SHALL HAVE BEEN SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED,
SUBJECT TO EXERCISE AND EXHAUSTION OF ALL RIGHTS OF APPEAL AND TO THE EXTENT
THAT IT MAY LAWFULLY DO SO,
12
WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN
SUCH ACTION, SUIT OR PROCEEDING ANY CLAIMS THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF SUCH COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND AGREES THAT
PROCESS MAY BE SERVED UPON IT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN THE
MANNER PROVIDED BY CHAPTER 223A OF THE GENERAL LAWS OF MASSACHUSETTS, RULE 4 OF
THE MASSACHUSETTS RULES OF CIVIL PROCEDURE OR RULE 4 OF THE FEDERAL RULES OF
CIVIL PROCEDURE.
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
ALPHA INDUSTRIES, INC.
By:
-------------------------------------
Name:
Title:
TRANS-TECH, INC.
By:
-------------------------------------
Name:
Title:
13
ALPHA INDUSTRIES, INC.
OFFICER'S CERTIFICATE
COMPANY: BENEFICIARIES OF CERTIFICATE:
Alpha Industries, Inc. Silicon Valley Bank Fleet National Bank
00 Xxxxxx Xxxx 0000 Xxxxxx Drive Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000 Xxxxxx, Xxxxxxxxxxxxx 00000
I, Xxxxx X. Xxxxxx, hereby certify that I am the duly elected,
qualified and acting Secretary of Alpha Industries, Inc., a Delaware corporation
(the "Company"), and that the following person (a) is duly elected, qualified to
serve and acting as an officer of the Company in the capacities indicated
opposite such person's name and (b) is duly authorized to sign documents,
certificates, correspondence or instruments on behalf of the Company in
connection with the execution and delivery of the First Amendment to Amended and
Restated Credit Agreement dated as of September 30, 1998 (the "First Amendment")
by and among the Company, Trans-Tech, Inc., Silicon Valley Bank, Fleet National
Bank and Fleet National Bank as agent. The signature appearing opposite such
officer's name and titles is the genuine signatures of such officer:
Name Title Signature
---- ----- ---------
Xxxx X. Xxxxxxx Vice President, Treasurer and CFO
-----------------------
IN WITNESS WHEREOF, I have signed this certificate and affixed the
corporate seal of the Company.
Dated: 10/1/98
-------
[Corporate Seal]
I, Xxxx X. Xxxxxxx, Treasurer of the Company, do hereby certify that
Xxxxx X. Xxxxxx is on the date hereof the duly elected or appointed, qualified
and acting Secretary of the Company, and the signature set forth above is the
genuine signature of such officer.
------------------------------
14
TRANS-TECH, INC.
OFFICER'S CERTIFICATE
COMPANY: BENEFICIARIES OF CERTIFICATE:
Alpha Industries, Inc. Silicon Valley Bank Fleet National Bank
00 Xxxxxx Xxxx 0000 Xxxxxx Drive Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000 Xxxxxx, Xxxxxxxxxxxxx 00000
I, Xxxx X. Xxxxxxx, hereby certify that I am the duly elected,
qualified and acting Treasurer, Vice President and Chief Financial Officer of
Trans-Tech, Inc., a Maryland corporation (the "Company"), and that Xxxxxxx X.
Xxxxxxx (a) is duly elected, qualified to serve and acting as President of the
Company and (b) is duly authorized to sign documents, certificates,
correspondence or instruments on behalf of the Company in connection with the
execution and delivery of the First Amendment to Amended and Restated Credit
Agreement dated as of September 30, 1998 (the "First Amendment") by and among
the Company, Alpha Industries, Inc., Silicon Valley Bank, Fleet National Bank
and Fleet National Bank as agent.
IN WITNESS WHEREOF, I have signed this certificate and affixed the
corporate seal of the Company.
Dated: 10/1/98
------- ------------------------------
Vice President, Treasurer and
Chief Financial Officer
[Corporate Seal]
I, Xxxxx X. Xxxxxx, Secretary of the Company, do hereby certify that
Xxxx X. Xxxxxxx is on the date hereof the duly elected or appointed, qualified
and acting Vice President, Treasurer and Chief Financial Officer of the Company,
and the signature set forth above is the genuine signature of such officer.
------------------------------
