MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT

Exhibit 10.2

MODIFICATION TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT

This MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 9^th day of January, 2002, is by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Xxxxxxxxxx, Xxxxxxxxxxxx 00000; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Xxxxxxxxxx, Xxxxxxxxxxxx 00000; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #00-00/00, Xxxxx Xxxx Xxxxxxxxxx Xxxx, Xxxxxxxxx 000000; MICRO NETWORKS CORPORATION (“Micro”), a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Xxxxxxxxxx, Xxxxxxxxxxxx 00000; FIRST UNION NATIONAL BANK, with an office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000; and FLEET NATIONAL BANK, with an office at 0000 Xxxxxx Xxxxx Xxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000.

RECITALS

WHEREAS, on December 31, 2001, the parties hereto (other than Micro) executed a Revolving Credit and Term Loan Agreement (including any modifications or amendments thereto, the “Loan Agreement”).

WHEREAS, the terms of the Loan Agreement are incorporated herein and made a part hereof as if fully set forth. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement.

WHEREAS, pursuant to Section 5.14 of the Loan Agreement, the parties thereto agreed that Micro would join the Loan Agreement as a Borrower within three Business Days after the closing of the Acquisition Agreement.

WHEREAS, the Borrower informed the Agent that the Acquisition Agreement closed on January 4, 2002.

NOW THEREFORE, with the above Recitals incorporated herein by reference thereto, the parties hereto, intending to be legally bound hereby, agree as follows:

1. ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that as of January 9, 2002, the outstanding principal balance of the Loans was $45,000,000.00.

2. MODIFICATION. The parties hereto agree that from and after the date hereof Micro is and shall be joined in the Loan Agreement as a Borrower thereunder, shall have all of the obligations and rights of a Borrower provided in the Loan Agreement and all other Loan Documents, and that the term “Borrower” as defined in Section 1.01 of the Loan Agreement shall be modified to read as follows:

“‘Borrower’ means individually and collectively Integrated Circuit Systems, Inc., ICST, Inc., ICS Technologies, Inc., Integrated Circuit Systems PTE LTD, Micro and any Person who joins this Agreement as a Borrower after the date hereof pursuant to the terms hereof, and all of its or their successors and assigns.”

3. REQUIRED DOCUMENTS AND OTHER INFORMATION.

(a) In addition to any other documents, reports or other information required to be delivered to the Agent or the Banks under the Loan Agreement or any other Loan Document, including but not limited to a Post Closing Requirements Agreement dated December 31, 2001, Borrower shall deliver or cause to be delivered timely to the Agent the following documents or instruments, in each instance in form and substance satisfactory to the Agent and the Banks, on or before the time set forth below:

(1) On or before January 10, 2002:

(i) This Agreement executed by each Borrower, including but not limited to Micro;

(ii) A true and correct copy of the fully executed Acquisition Agreement;

(iii) Amended Term Notes executed by each Borrower, including but not limited to Micro;

(iv) Amended Revolving Credit Notes executed by each Borrower, including but not limited to Micro;

(v) A certificate (dated the date of this Agreement) of the Secretary of Micro (a) setting forth and certifying as true and correct all corporate action taken by Micro, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement and (b) certifying the names and true signatures of the officers of Micro authorized to sign the Loan Documents to which it is a party and the other documents to be delivered by Micro under this Agreement; and

(2) On or before February 28, 2002:

(i) A copy of the Articles of Incorporation or Certificate of Organization, as appropriate, for Micro and all other charter documents of Micro, together with all amendments or modifications, including but not limited to a Certificate of Merger with Marathon Merger Corp., all certified by the appropriate governmental official of the jurisdiction of Micro’s incorporation or organization;

(ii) A certificate of good standing for Micro from the State of Delaware, and a certificate of authority to do business as a foreign corporation from the Commonwealth of Massachusetts and from all other jurisdictions in which Micro conducts business, all certified by the appropriate governmental official of the appropriate jurisdiction;

(iii) A copy of each and every authorization, permit, consent, and approval of and other action by, and notice to and filing with, every Governmental Authority and regulatory body which is required to be obtained or made by Micro for the due execution, delivery and performance of this Agreement and the other Loan Documents;

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(iv) A copy of the by-laws for Micro, certified as to completeness and accuracy by an appropriate officer, manager or partner of Micro;

(v) A copy of the Articles of Incorporation or Certificate of Organization, as appropriate, for Micro and all other charter documents of Micro, together with all amendments or modifications, including but not limited to a Certificate of Merger with Marathon Merger Corp., certified as to completeness and accuracy by an appropriate officer, manager or partner of Micro; and

(vi) Tax Clearance Certificates for Micro from the State of Delaware and the Commonwealth of Massachusetts and from all other jurisdictions in which Micro conducts business, all certified by the appropriate governmental official of the appropriate jurisdiction.

(vii) Payment of any unreimbursed Expenses.

(b) The failure by Borrower to supply any of the documents or instruments, in each instance in form and substance satisfactory to the Agent and the Banks, enumerated above on or before the required date shall, absent the written consent of the Agent to the contrary, constitute an Event of Default under the Loan Documents, entitling the Agent and the Banks to exercise the remedies available to them upon an Event of Default as provided in the Loan Documents, including but not limited to the right to terminate the Commitment.

4. ACKNOWLEDGMENTS AND REPRESENTATIONS.

(a) Micro acknowledges that it is fully familiar with all of the terms and conditions of the Loan Agreement and all other Loan Documents to be executed by Micro and, after consulting with independent counsel of its own choice, agrees to be bound by the terms thereof.

(b) Each Borrower acknowledges and represents that: (i) except as specifically modified hereby, all terms, covenants, conditions and other provisions (including, but not limited to warrants of attorney for confession of judgment against any Borrower) of the Loan Agreement, all other Loan Documents and any Swap Agreements executed by all or any of them in connection with the Loan Documents are hereby ratified and reaffirmed and continue in full force and effect as of the date hereof as if restated herein in their entirety without any defense, counterclaim, right or claim of set-off; (ii) after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred; (iii) all representations and warranties contained in the Loan Documents are true and correct as of this date; (iv) all necessary action to authorize the execution and delivery of this Agreement has been taken; and (v) this Agreement is a modification of an existing obligation and is not a novation and shall not be deemed to diminish, terminate, or satisfy all or any of the Obligations or any Collateral under the Loan Agreement, the Notes or any other Loan Document.

5. COLLATERAL. Borrower acknowledges and confirms that there have been no changes in the ownership of any Collateral since the Collateral was originally pledged; Borrower acknowledges and confirms that the Banks have an existing, valid first priority security interest and lien in the Collateral; and that such security interest and lien shall secure each Borrower’s Obligations to Banks, including any modification of the Notes or Loan Agreement, if any, and all future modifications, extensions, renewals and/or replacements of the Loan Documents.

6. MISCELLANEOUS. This Agreement shall be governed by and construed and enforced as if drafted equally by all parties hereto in accordance with the laws of the Commonwealth of Pennsylvania (without regard to the conflicts of law provisions thereof). This Agreement, the other Loan

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Documents and any Swap Agreements executed by and between any Borrower and any Bank constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No modification, amendment, termination, or waiver of any provision of this Agreement or any of the Loan Documents shall be binding or enforceable unless in writing, signed by or on behalf of the party against whom enforcement is sought, and otherwise in compliance with Section 9.01 of the Loan Agreement. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement or the other Loan Documents or any Swap Agreements. This Agreement and the other Loan Documents executed by and between any Borrower and any Bank are intended to be consistent. However, in the event of any inconsistencies among this Loan Agreement, as modified hereby, and any of the Loan Documents, the terms of the Loan Agreement shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.

7. ARBITRATION. Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to the Loan Agreement or any other Loan Document (“Disputes”) between or among the Borrower, the Agent and the Banks, or any of them, shall be resolved by binding arbitration as provided herein. Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder. Disputes may include, without limitation, tort claims, counterclaims, claims brought as class actions, claims arising from documents executed in the future, or claims arising out of or connected with the transactions contemplated by the Loan Agreement and the other Loan Documents. Arbitration shall be conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules” of the American Arbitration Association (the “AAA”), as in effect from time to time, and Title 9 of the U.S. Code, as amended. All arbitration hearings shall be conducted in Philadelphia, Pennsylvania. The expedited procedures set forth in the Arbitration Rules shall be applicable to claims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the award may be entered in any court having jurisdiction. The panel from which all arbitrators are selected shall be comprised of licensed attorneys. The single arbitrator selected for expedited procedure shall be a retired judge from the highest court of general jurisdiction, state or federal, of the state where the hearing will be conducted. Notwithstanding the foregoing, this arbitration provision does not apply to Disputes under or related to Swap Agreements or Disputes to which the Borrower is not a party. Notwithstanding the preceding binding arbitration provisions, the parties hereto agree to preserve, without diminution, certain remedies that any party hereto may employ or exercise freely, either alone, in conjunction with or during a Dispute. Any party hereto shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (1) all rights of self-help, including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (2) obtaining provisional or ancillary remedies, including injunctive relief, sequestration, garnishment, attachment, appointment of a receiver and filing an involuntary bankruptcy proceeding; and (3) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute. The parties hereto agree that no party shall have a remedy of punitive or exemplary damages against any other party in any Dispute, and each party hereby waives any right or claim to punitive or exemplary damages that it has now or that may arise in the future in connection with any Dispute, whether such Dispute is resolved by arbitration or judicially. Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD ANY RIGHT OR CLAIM TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY LOAN DOCUMENT.

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8. PLACE OF EXECUTION AND DELIVERY. Borrower hereby certifies that this Agreement and the other Loan Documents were executed in the Commonwealth of Pennsylvania and delivered to the Agent and the Banks in the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement as of the day and year first above written.

BORROWER

INTEGRATED CIRCUIT SYSTEMS, INC.						INTEGRATED CIRCUIT SYSTEMS PTE LTD
By:		/s/    XXXXXXX XXXX				By:		/s/    XXXX X. XXX
		Xxxxxxx Xxxx, Chief Financial Officer						Tan Xxxx Xxxx, Director

Attest:		/s/    XXXXXXX XXXX				Attest:		/s/    XXXXXXX XXXX
		Xxxxxxx Xxxx, Secretary						Xxxxxxx Xxxx, Chief Financial Officer
		[SEAL]						[SEAL]

ICST, INC.						ICS TECHNOLOGIES, INC.
By:		/s/    XXXXXXX XXXX				By:		/s/    XXXXXXX XXXX
		Xxxxxxx Xxxx, Chief Financial Officer						Xxxxxxx Xxxx, Chief Financial Officer

Attest:		/s/    XXXXXXX XXXX				Attest:		/s/    XXXXXXX XXXX
		Xxxxxxx Xxxx, Secretary						Xxxxxxx Xxxx, Secretary
		[SEAL]						[SEAL]

MICRO NETWORKS CORPORATION
By:		/s/    XXXX X. XXX
		Tan Xxxx Xxxx, President

Attest:		/s/    XXXXXXX XXXX
		Xxxxxxx Xxxx, Secretary
		[SEAL]

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FIRST UNION NATIONAL BANK

By:                                                                                       (SEAL)

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FLEET NATIONAL BANK

By:                                                                                       (SEAL)

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