10.2 Second Amendment Agreement to Term Loan Agreement with First Union Bank of
Connecticut.
SECOND AMENDMENT AGREEMENT
AGREEMENT, dated as of October 16, 1997, to be effective as of June
30, 1997, among SEMICONDUCTOR PACKAGING MATERIALS CO., INC., a Delaware
corporation, ASP REALTY COMPANY, a Delaware corporation, AMERICAN SILICON
PRODUCTS, INC., a Delaware corporation, XXXXXX COMPANY, INC., a California
corporation, RETCONN INCORPORATED, a Connecticut corporation, SPM HOLDINGS
CORPORATION, a Delaware corporation, TYPE III, INC., a California corporation,
S.T. ELECTRONICS, INC. a California corporation and FIRST UNION BANK OF
CONNECTICUT, a Connecticut banking corporation.
Background
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A. Capitalized terms not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement dated January 23, 1997,
between Semiconductor Packaging Materials Co., Inc. and First Union Bank of
Connecticut (as amended, modified or supplemented from time to time, the "Credit
Agreement")
B. The Borrower has requested that the Lender modify the Interest
Coverage Ratio contained in the Credit Agreement.
C. The Lender has agreed to the Borrower's and the Subsidiary
Guarantors' requests subject to the terms and conditions of this Agreement.
Agreement
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In consideration of the Background, which is incorporated by
reference, the parties, intending to be legally bound, agree as follows:
1. Modifications. All of the terms and provisions of the Credit Agreement
shall remain in full force and effect except that Section 9.11 of the
Credit Agreement is deleted and the following is substituted therefor:
9.11 Interest Coverage Ratio. The Borrower, on a consolidated basis, shall
maintain: (a) as at March 31, 1997, computed for the period beginning on the
first day of the 1997 fiscal year and ending on March 31, 1997, an Interest
Coverage Ratio of not less than 3.75 to 1.00; and (b) as at June 30, 1997,
computed for the period beginning April 1, 1997 and ending on June 30, 1997, an
Interest Coverage Ratio of not less than 3.25 to 1.00; (c) as at September 30,
1997, computed for the period beginning July 1, 1997 and ending on September 30,
1997, an Interest Coverage Ratio of not less than 3.25 to 1.00; (d) as at
December 31, 1997 computed for the period beginning October 1, 1997 and ending
on December 31, 1997, an Interest Coverage Ratio of not less than 3.75 to 1.00;
(e) as at the end of each subsequent fiscal quarter, computed for the period
beginning on the first day of the fiscal year in which such quarter occurs and
ending on the last day of such fiscal quarter, an Interest Coverage Ratio of not
less than 4.00 to 1.00.
2. Conditions Precedent. The Lender's obligations under this Agreement are
contingent upon the Lender's receipt of the following, all in form, scope
and content acceptable to the Lender in its sole discretion:
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(a) Amendment Agreement. This Agreement duly executed by the parties
hereto;
(b) Deleted
(c) Legal Fees. Payment to the Lender of all legal fees and expenses
incurred by the Lender in connection with this Agreement; and
(e) Other. Such other agreements and instruments as the Lender shall
require.
3. Reaffirmation By Borrower. The Borrower acknowledges and agrees, and
reaffirms, that it is legally, validly and enforceably indebted to the
Lender under the Notes without defense, counterclaim or offset, and that
it is legally, validly and enforceably liable to the Lender for all costs
and expenses of collection and attorneys' fees related to or in any way
arising out of this Agreement, the Credit Agreement, the Notes and other
Credit Documents. The Borrower hereby restates and agrees to be bound by
all covenants contained in the Credit Agreement and the other Credit
Documents and hereby reaffirms that all of the representations and
warranties contained in the Credit Agreement remain true and correct in
all material respects. The Borrower represents that except as set forth in
the Credit Agreement, there are not pending or to the Borrower's knowledge
threatened, legal proceedings to which the Borrower or any of the
Subsidiary Guarantors is a party or which materially or adversely affect
the transactions contemplated by this Agreement or the ability of the
Borrower or any of the Subsidiary Guarantors to conduct its business. The
Borrower acknowledges and represents that the resolutions of the Borrower
dated January 23, 1997, remain in full force and effect and have not been
amended, modified, rescinded or otherwise abrogated.
4. Reaffirmation by the Subsidiary Guarantors. Each of the Subsidiary
Guarantors acknowledges that each is legally and validly indebted to the
Lender under the Subsidiary Guaranty of each without defense, counterclaim
or offset. Each of the Subsidiary Guarantor affirms that the Subsidiary
Guaranty of each remains in full force and effect and acknowledges that
the Subsidiary Guaranty of each encompasses, without limitation, the
amount of the Loan, as modified herein.
5. Reaffirmation re: Collateral. The Borrower and the Subsidiary Guarantors
reaffirm the liens, security interests and pledges encumbering the
Security Agreement Collateral to secure the obligations of each
thereunder.
6. Other Representations by Borrower and Subsidiary Guarantors. The Borrower
and the Subsidiary Guarantors each represents and confirms that (a) no
Default or Event of Default has occurred and is continuing and that the
Lender has not given its consent to or waived any Default or Event of
Default and (b) the Credit Agreement and the other Credit Documents are in
full force and effect and enforceable against the Borrower and the
Subsidiary Guarantors in accordance with the terms thereof. The Borrower
and the Subsidiary Guarantors each represents and confirms that as of the
date hereof, each has no claim or defense (and the Borrower and the
Subsidiary Guarantors each hereby waive every claim and defense) against
the Lender arising out of or relating to the Credit Agreement and the
other Credit Documents or the making, administration or enforcement of the
Loans and the remedies provided for under the Credit Documents.
7. No Waiver By Lender. The Borrower and the Subsidiary Guarantors each
acknowledges that (a) by the execution by each of this Agreement, the
Lender is not waiving any Default, whether now
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existing or hereafter occurring, disclosed or undisclosed, by the Borrower
under the Credit Documents and (b) the Lender reserves all rights and
remedies available to it under the Credit Documents and otherwise.
8. Miscellaneous.
(d) This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
(e) This Agreement and the rights and the obligations of the parties
hereunder shall be governed by, and construed in accordance with,
the laws of the State of Connecticut.
(f) This Agreement shall be deemed a Credit Document under the Credit
Agreement for all purposes.
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The parties have executed this agreement as of the date first written
above.
SEMICONDUCTOR PACKAGING
MATERIALS CO., INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
ASP REALTY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer and
Assistant Secretary
AMERICAN SILICON PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer and
Assistant Secretary
XXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
RETCONN INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
SPM HOLDINGS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
TYPE III, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
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S.T. ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
FIRST UNION BANK OF CONNECTICUT
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
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