1
EXHIBIT 10.3
-------------------------------------------------------------------------------
SECOND AMENDMENT
TO AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT AND TERM
LOAN AGREEMENT
-------------------------------------------------------------------------------
Second Amendment dated as of May 20, 1997 to Amended and Restated
Multicurrency Revolving Credit and Term Loan Agreement (the "Second Amendment"),
by and among (a) TERADYNE, INC. a Massachusetts corporation (the "Company"), (b)
BANKBOSTON, N.A. (FORMERLY KNOWN AS THE FIRST NATIONAL BANK OF BOSTON), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, STATE STREET BANK AND TRUST
COMPANY, FLEET NATIONAL BANK and the other lending institutions listed on
SCHEDULE 1 to the Credit Agreement (as hereinafter defined) (collectively, the
"Banks") and (c) BANKBOSTON, N.A. in its capacity as agent for the Banks (the
"Agent"), amending certain provisions of the Amended and Restated Multicurrency
Revolving Credit and Term Loan Agreement dated as of January 31, 1996 (as
amended and in effect from time to time, the "Credit Agreement") by and among
the Company, the Banks and the Agent. Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the same respective meanings
herein as therein.
WHEREAS, the Company, the Banks and the Agent have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this Second Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SS.1. AMENDMENT TO SS.6 OF THE CREDIT AGREEMENT. Section 6.6 of
the Credit Agreement is hereby amended by deleting ss.6.6 in its entirety and
restating it as follows:
6.6. LIMITATION ON STOCK REPURCHASES. Make any payments on
account of the purchase or other acquisition, redemption or retirement
of any shares in the Company's capital of any class or any warrants or
options to purchase any such shares; PROVIDED, HOWEVER, notwithstanding
the foregoing, the Company shall be permitted to make such payments on
account of the purchase or other acquisition, redemption or retirement
of any shares in the Company's capital of any class or any warrants or
options to purchase any such shares so long as no Default or Event of
Default has occurred and is continuing or would exist as a result
thereof.
SS.2. CONDITIONS TO EFFECTIVENESS. This Second Amendment shall
not become effective until the Agent receives a counterpart of this Second
Amendment, executed by the Company, the Majority Banks and the Agent.
2
-2-
SS.3. REPRESENTATIONS AND WARRANTIES. The Company hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in ss.4 of the Credit Agreement (except to the extent of changes resulting from
matters contemplated or permitted by the Credit Agreement and the other Loan
Documents, changes occurring in the ordinary course of business that singly or
in the aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date), PROVIDED,
that all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. In addition, the Company hereby represents and
warrants that the execution and delivery by the Company of this Second Amendment
and the performance by the Company of all of its agreements and obligations
under the Credit Agreement as amended hereby are within the corporate authority
of the Company and have been duly authorized by all necessary corporate action
on the part of the Company, and further represents and warrants that the
execution and deliver by the Company of this Second Amendment and the
performance by the Company of the transactions contemplated hereby will not
contravene any term or condition set forth in any agreement to which the Company
is a party or by which the Company is bound.
SS.4. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement and this First Amendment shall be read and
construed as a single agreement. All references in the Credit Agreement, the
Loan Documents or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended hereby.
SS.5. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Company or any rights of the Agent or any of the Banks consequent thereon.
SS.6. COUNTERPARTS. This Second Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
SS.7. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
3
-3-
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.
TERADYNE, INC.
By:____________________________________
Name:
Title:
BANKBOSTON, N.A.,
INDIVIDUALLY AND AS AGENT
By:_____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:_____________________________________
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, N.A.
By:_____________________________________
Name:
Title:
FLEET NATIONAL BANK
By:_____________________________________
Name:
Title:
