THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
10.2
THIRD
AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
("Third
Amendment"), dated as of May 7, 2007 is made and entered into by and between
DIODES
INCORPORATED,
a
Delaware corporation ("Borrower"), and UNION
BANK OF CALIFORNIA, N.A.,
a
national banking association ("Bank").
RECITALS:
Borrower
and Bank are parties to that certain Amended and Restated Credit Agreement
dated
as of February 27, 2003, as amended by (i) that certain First Amendment dated
as
of July 6, 2004, (ii) that certain extension letter dated May 26, 2005 and
that
certain Second Amendment dated as of August 29, 2005 (as so amended, the
"Agreement"), pursuant to which Bank agreed to extend various credit facilities
to Borrower in the amounts provided for therein.
AGREEMENT:
In
consideration of the above recitals and of the mutual covenants and conditions
contained herein, Borrower and Bank agree as follows:
1. Defined
Terms.
Initially capitalized terms used herein which are not otherwise defined shall
have the meanings assigned thereto in the Agreement.
2. Amendment. Section
6.5 of the Agreement is hereby amended in full as follows:
“6.5
Leverage Ratio.
Borrower and its Subsidiaries shall maintain a Leverage Ratio of not greater
than 3.25 to 1.0 as of the last day of each fiscal quarter.”
3. Effectiveness
of this Third Amendment.
This
Third Amendment shall become effective as of the date hereof when, and only
when, Bank shall have received all of the following, in form and substance
satisfactory to Bank:
(a) A
counterpart of this Third Amendment, duly executed by Borrower and acknowledged
by Guarantor where indicated hereinbelow;
(b) Such
other documents, instruments or agreements as Bank may reasonably deem
necessary.
7. Ratification.
(a) Except
as
specifically amended hereinabove, the Agreement shall remain in full force
and
effect and is hereby ratified and confirmed; and
(b) Upon
the
effectiveness of this Third Amendment, each reference in the Agreement to
"this
Agreement", "hereunder", "herein", "hereof" or words of like import referring
to
the Agreement shall mean and be a reference to the Agreement as amended by
this
Third Amendment, and each reference in the Agreement to the “Revolving Note” or
words of like import referring to the Revolving Note shall mean and be a
reference to the replacement Revolving Note issued by Borrower in favor of
Bank
pursuant to this Third Amendment.
8. Representations
and Warranties.
Borrower represents and warrants as follows:
(a) Each
of
the representations and warranties contained in Section 5 of the Agreement,
as
amended hereby, is hereby reaffirmed as of the date hereof, each as if set
forth
herein;
(b) The
execution, delivery and performance of this Third Amendment provided for
herein
are within Borrower's corporate powers, have been duly authorized by all
necessary corporate action, have received all necessary approvals, if any,
and
do not contravene any law or any contractual restriction binding on
Borrower;
(c) This
Third Amendment is the legal, valid and binding obligations of Borrower,
enforceable against Borrower in accordance with their terms; and
(d) No
event
has occurred and is continuing or would result from this Third Amendment
which
constitutes an Event of Default under the Agreement, or would constitute
an
Event of Default but for the requirement that notice be given or time elapse
or
both.
9. Governing
Law.
This
Third Amendment shall be deemed a contract under and subject to, and shall
be
construed for all purposes and in accordance with, the laws of the State
of
California.
10. Counterparts.
This
Third Amendment may be executed in two or more counterparts, each of which
shall
be deemed an original and all of which together shall constitute one and
the
same instrument.
WITNESS
the due
execution hereof as of the date first above written.
“Borrower”
DIODES
INCORPORATED
By:
/s/
Xxxx Xxxxx
Xxxx
Xxxxx
Chief
Financial Officer
“Bank”
UNION
BANK OF CALIFORNIA, N.A.
By:
Xxxx
Xxxx
Xxxx
X.
Xxxx
Vice
President
