EXHIBIT 10.1
TWELFTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
(RECEIVABLES AND INVENTORY)
THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(RECEIVABLES AND INVENTORY) (this "Twelfth Amendment") is dated as of October 6,
1997 and is entered into between MICREL INCORPORATED, a California corporation
(the "Borrower"), and BANK OF THE WEST, a California banking corporation (the
"Bank").
RECITALS:
A. Borrower and Bank have entered into that certain Amended and Restated
Loan and Security Agreement (Receivables and Inventory) dated November 29, 1990,
that certain First Amendment to Amended and Restated Loan and Security Agreement
(Receivables and Inventory) dated February 11, 1991, that certain Second
Amendment to Amended and Restated Loan and Security Agreement (Receivables and
Inventory) dated August 6, 1991, that certain Third Amendment to Amended and
Restated Loan and Security Agreement (Receivables and Inventory) dated as of
October 31, 1991, that certain Fourth Amendment to Amended and Restated Loan and
Security Agreement (Receivables and Inventory) dated as of June 24, 1992, that
certain Fifth Amendment to Amended and Restated Loan and Security Agreement
(Receivables and Inventory) dated as of September 24, 1992, that certain Sixth
Amendment to Amended and Restated Loan and Security Agreement (Receivables and
Inventory) dated as of August 6, 1993, that certain Seventh Amendment to Amended
and Restated Loan and Security Agreement (Receivables and Inventory) dated as of
April 29, 1994, that certain Eighth Amendment to Amended and Restated Loan and
Security Agreement (Receivables and Inventory) dated as of July 2, 1994, that
certain Ninth Amendment to Amended and Restated Loan and Security Agreement
(Receivables and Inventory) dated as of August 23, 1994, that certain Tenth
Amendment to Amended and Restated Loan and Security Agreement (Receivables and
Inventory) dated as of March 31, 1995 (collectively, the "Loan Agreement"), and
that certain Eleventh Amendment to Amended and Restated Loan and Security
Agreement (Receivables and Inventory) dated as of September 30, 1996
(collectively, the "Loan Agreement");
B. Borrower and Bank intend to further amend the Loan Agreement as
provided by this Twelfth Amendment.
AGREEMENT:
NOW, THEREFORE, Borrower and Bank hereby agree as follows:
1. This Twelfth Amendment shall modify and, to the extent inconsistent
with, amend the Loan Agreement and shall be effective upon the last to occur of
(i) the date of full execution of this Twelfth Amendment or (ii) the
satisfaction or waiver by Bank of all conditions precedent set forth herein.
Any capitalized term not specifically defined herein shall have the meaning
assigned to it in the Loan Agreement.
2. The first paragraph of Section 5.1 of the Loan Agreement is hereby
deleted in its entirety and is replaced with the following:
5.1 This Agreement shall remain in full force and effect until September
30, 1998 and shall continue on a month-to-month basis thereafter until
terminated by either party on thirty (30) day's prior written notice. Notice of
termination shall be effectuated by the mailing of a registered or certified
letter of notice properly addressed to the other party. Notwithstanding the
foregoing, upon the occurrence of an Event of Default, Bank may terminate its
obligations under this Agreement without notice.
3. Section 23 of the Loan Agreement is hereby amended as follows:
For the purpose of Equipment Purchase Line I, "Draw Period I" shall mean
the period between September 30, 1996 and the earlier to occur of the following
(the "Term Date I"): (i) September 30, 1998 or (ii) the date on
15
which the aggregate of all advances made pursuant to Equipment Purchase Line
I equals Five Million and 00/100 Dollars ($5,000,000.00).
4. Bank's duties to extend and renew the Obligations and to make advances
in accordance with this Twelfth Amendment shall be subject to the satisfaction
or written waiver by Bank of the following conditions precedent:
(i) there being no outstanding and uncured defaults under the Loan
Agreement or any other obligations owing by Borrower to Bank;
(ii) the satisfaction of each of the conditions precedent set forth in
Article 7 of the Loan Agreement (including, without limitation, Bank's receipt
of a secured lending audit, an environmental assessment, evidence of insurance
in the form and content required by the Loan Agreement, and a landlord's
waiver), each of which is incorporated herein by this reference; and
(iii) the execution and delivery of (a) this Twelfth Amendment, (b) a
Corporate Resolution to Borrow and Pledge in the form and content attached
hereto as Exhibit "A" or otherwise acceptable to Bank, (c) an Amended and
Restated Equipment Purchase Line Note I in the form and content of the attached
Exhibit I-1, (d) Representations and Warranties in a form and content acceptable
to Bank, and (d) such other documents as Bank may request.
5. Borrower hereby ratifies, reaffirms, and remakes as of the date hereof
each and every representation and warranty contained in the Loan Agreement or in
any document incident thereto or connected therewith as amended by this Twelfth
Amendment.
6. Except as amended by this Twelfth Amendment, all of the terms and
conditions of the Loan Agreement remain in full force and effect.
IN WITNESS WHEREOF, Borrower has executed and delivered this Twelfth
Amendment to Bank on the date first above written at San Jose, California.
"BORROWER"
MICREL INCORPORATED,
a California corporation
By: /S/ XXXXXX X. XXXXXX
-----------------------
Xxxxxx X. Xxxxxx
Vice President, Finance
IN WITNESS WHEREOF, Bank hereby accepts this Twelfth Amendment effective as
of October 6, 1997 at San Jose, California.
"BANK"
BANK OF THE WEST,
a California banking corporation
By: /S/ XXXXXX X. XXXXX
---------------------
Xxxxxx X. Xxxxx
Regional Vice President
/S/ Xxxxxxx X. Xxxxxxx
[SEAL OF XXXXXXX X. XXXXXXX,
Comm. #1107420
Notary Public - California
Santa Xxxxx County
Comm. Exp. Aug. 4, 2000]
16
