10.1 First Amendment Agreement to Term Loan Agreement with First Union Bank of
Connecticut.
FIRST AMENDMENT AGREEMENT
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AGREEMENT, dated as of July 31, 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 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 modified, amended, restated or supplemented from time to time,
the "Credit Agreement")
B. The Borrower and the Subsidiary Guarantors have requested that
the Lender modify certain terms and conditions of the Credit Documents, among
other things, to allow Retconn Incorporated to purchase all of the issued and
outstanding capital stock of S.T. Electronics, Inc.
C. The Lender has agreed to the Borrower's and the Subsidiary
Guarantor's 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 and
the other Credit Documents shall remain in full force and effect except as
follows:
(a) The word "and" contained in Section 9.5 (f) of the Credit Agreement
is deleted, the period at the end of Section 9.5 (g) of the Credit
Agreement is deleted and ";and" is substituted therefor, and the
following is added as Section 9.5 (h) to the Credit Agreement:
(h) the ST Acquisition Indebtedness
(b) The word "and" contained in Section 9.6 (g) of the Credit Agreement
is deleted, the period at the end of Section 9.6 (h) of the Credit
Agreement is deleted and ";and" is substituted therefor, and the
following is added as Section 9.6 (i) to the Credit Agreement:
(i) Retconn Incorporated may effect the ST Acquisition
pursuant to the ST Acquisition Documents (and the Borrower may
guaranty the ST Acquisition Indebtedness)
(c) Section 9.10 of the Credit Agreement is deleted and the following is
substituted therefor:
9.10 Maximum Leverage Ratio. The Borrower, on a consolidated basis, shall
maintain: (a) as at March 31, 1997and June 30, 1997, a Leverage Ratio of not
more than 2.50 to 1.00; (b) as at September 30, 1997, a Leverage Ratio of not
more than 3.40 to 1.00; (c) as at December 31, 1997, and March 31, 1998, a
Leverage Ratio of not more than 3.00 to 1.00; (d) as at June 30, 1998 and
September 30, 1998 a Leverage Ratio of not more than 2.25 to 1.00; and (f) as at
the end of each subsequent fiscal quarter, a Leverage Ratio of not more than
2.00 to 1.00.
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(d) The following terms are added after the definition of "SEC" in
Section 11.1 of the Credit Agreement:
"ST Acquisition" shall mean the acquisition by Retconn Incorporated of all
of the issued and outstanding capital stock of S.T. Electronics, Inc., a
California corporation pursuant to the ST Acquisition Documents for the purchase
price of not more than $3,450,000.
"ST Acquisition Documents" shall mean the Stock Purchase Agreement dated
as of July 30, 1997, as amended by the First Amendment dated July 31, 1997, and
all other agreements executed in connection therewith which shall be assigned to
the Lender to secure the Obligations.
"ST Acquisition Indebtedness" shall mean the principal amount of $2,000,000 to
be incurred by Retconn Incorporated plus the amount of the net worth adjustment,
if any, as provided in the ST Acquisition Documents (and guaranteed by the
Borrower) in connection with the ST Acquisition, evidenced by a promissory note
bearing interest at a rate of 7% per annum which indebtedness shall be unsecured
and shall be payable quarterly based on a straightline amortization basis over a
five-year term.
(e) The definition of "Subsidiary Guarantor" contained in Section 11.1
of the Credit Agreement is deleted and the following is substituted
therefor:
"Subsidiary Guarantor" shall mean initially, ASP Realty
Company, American Silicon Products, Inc., Xxxxxx Company, Inc.,
Retconn Incorporated, SPM Holdings Corporation and Type III, Inc.
(f) The following is added after the current language of Section 9.3 of
the Credit Agreement:
Notwithstanding the foregoing, the Borrower shall have the
right to implement a share repurchase program under which on or prior to
December 31, 1998, it shall have the right to repurchase its publicly traded
common stock from time to time from its shareholders for an aggregate purchase
price of not more than $2,000,000.
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:
(a) Amendment Agreement. This Agreement duly executed by the parties
hereto;
(b) ST Documents. The Stock Purchase Agreement dated as of July 30,
1997, among Retconn Incorporated, the Borrower, Niwatana
Xxxxxxxxxxx, Xxxxxx Thongkumthamachart and S.T. Electronics, Inc.
and all agreements executed in connection therewith;
(c) Amendment Fee. Payment to Lender of the amendment fee in the amount
of $12,500;
(d) 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.
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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 Guarantors 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 interest 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 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 Agreements.
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 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
(a) 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
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said counterparts taken together shall be deemed to constitute one
and the same instrument.
(b) 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.
(c) 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
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
ASP REALTY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer and
Assistant Secretary
AMERICAN SILICON PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer and
Assistant Secretary
XXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
RETCONN INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
SPM HOLDINGS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
TYPE III, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer and Secretary
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Lender:
FIRST UNION BANK OF CONNECTICUT
By
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Name:
Title:
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