Exhibit 10.1
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
This FOURTH AMENDMENT ("Amendment") dated as of June 30, 1999
by and between FIRST UNION NATIONAL BANK (the "Bank") and ANADIGICS, INC. (the
"Borrower") to that certain Amended and Restated Loan Agreement dated as of
January 25, 1996 between the Borrower and the Bank, as amended by the First
Amendment thereto dated as of December 23, 1996 (the "First Amendment"), the
Second Amendment dated as of July, 1997 (the "Second Amendment") and the Third
Amendment dated as of December 30, 1998 (the "Third Amendment") (the Amended and
Restated Loan Agreement as amended by the First Amendment, the Second Amendment,
the Third Amendment and this Amendment is collectively referred to herein as the
"Loan Agreement").
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the term loan
facility maintained pursuant to the Loan Agreement be amended; and
WHEREAS, the Bank has agreed to the request of the Borrower on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto hereby agree as follows:
1. DEFINED TERMS, EFFECT OF AMENDMENT.
(a) All capitalized terms used herein which are defined in the
Loan Agreement and not otherwise defined herein are used herein as defined
therein.
(b) This Amendment is an amendment to the Loan Agreement.
Unless the context of this Amendment otherwise requires, the Loan Agreement and
this Amendment shall read together and shall have effect as if the provisions of
the Loan Agreement and this Amendment were contained in one agreement. After the
effective date of this Amendment, all references in the Loan Agreement to the
"Loan Agreement", "this Agreement", "hereto", "hereof", "hereunder" or words of
like import referring to the Loan Agreement shall mean the Loan Agreement as
amended by this Amendment, and all references in the Notes and the other Loan
Documents to the Loan Agreement shall mean the Loan Agreement as amended by this
Amendment.
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2. AMENDMENTS TO LOAN AGREEMENT.
(a) The definition of Term Loan Availability Expiration Date
set forth in ARTICLE I of the Loan Agreement is hereby amended to read as
follows:
"Term Loan Availability Expiration Date shall mean July 1,
2001."
(b) Section 2.1(f) of the Loan Agreement is hereby amended
in its entirety to read as follows:
(f) COMMITMENT FEE. In addition to the interest payable by the
Borrower to the Bank in respect of the Term Loans, the
Borrower shall pay to the Bank an annual commitment fee in an
amount equal to one-quarter of one percent (0.250%) of the
daily unused portion of the Term Loan Commitment. Such
commitment fee shall be payable by the Borrower to the Bank
quarterly in arrears during the period commencing on the
Closing Date and ending on the Term Loan Availability
Expiration Date."
3. FULL FORCE AND EFFECT. Except as expressly modified by this
Amendment, all of the terms and conditions of the Loan Agreement shall continue
in full force and effect, and all parties hereto shall be entitled to the
benefits thereof. This Amendment is limited as written and shall not be deemed
(i) to be an amendment of or consent under or waiver of any other term or
condition of the Loan Agreement or (ii) to prejudice any right or rights which
the Bank now has or may have in the future or in connection with the Loan
Agreement or such other agreements.
4. SECURITY INTERESTS. It is agreed and confirmed that after
giving effect to this Amendment, the security interests granted by the Borrower
pursuant to the Security Agreement secure, inter alia, the payment of the
obligations arising under the Loan Agreement, as amended by this Amendment.
5. REPRESENTATIONS AND WARRANTIES. In order to induce the
Bank to enter into this Amendment, the Borrower makes the following
representations and warranties to the Bank, which shall survive the execution
and delivery hereof:
(a) The execution and delivery of this Amendment has been
authorized by all necessary corporate action on its part, this Amendment has
been duly executed and delivered by it, and this Amendment and the Loan
Agreement, as amended hereby, constitutes the legal, valid and binding
obligations of it enforceable against it in accordance with its terms subject to
applicable bankruptcy, insolvency, reorganization and other laws affecting
creditors' rights generally, moratorium laws from time to time in effect and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
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(b) No Event of Default has occurred and is continuing under
the loan Agreement, and no event has occurred which, with notice, lapse of time
or both, would constitute such an Event of Default; and
(c) The representations and warranties set forth in the Loan
Agreement and the other Loan Documents are true and correct as of the date
hereof in all material respects.
6. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, and all which when taken together shall constitute one and the same
agreement.
7. GOVERNING LAW. This Amendment, including the validity
thereof and the rights and obligations of the parties hereunder, shall be
construed in accordance with and governed by the laws of the State of New
Jersey.
8. CONDITIONS PRECEDENT. This Amendment shall not be effective
until (i) the Bank shall received counterparts of this Amendment, duly executed
by each of the parties hereto, and (ii) the Borrower shall have paid all
reasonable costs and expenses of the Bank, including, without limitation, the
reasonable legal fees and expenses incurred by the Bank in connection with the
preparation, negotiation, execution and delivery and review of this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the day and year first above written.
ATTEST ANADIGICS, INC.
By: /s/ XXX XXXXX XXXXXX By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxx Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: Administrative Assistant Title: Treasurer
FIRST UNTIONS NATIONL BANK
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
