EXHIBIT 10.9.3
THIRD AMENDMENT TO CREDIT AGREEMENT AND PROMISSORY NOTE
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND PROMISSORY NOTE (this
"Amendment") is entered into as of November 22, 1996, by and between Ultratech
Stepper, Inc., a Delaware corporation ("Borrower"), and XXXXX FARGO BANK,
NATIONAL ASSOCIATION, SUCCESSOR-BY-MERGER TO FIRST INTERSTATE BANK OF
CALIFORNIA, ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of November 23, 1994, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 6.02.(e) is hereby deleted in its entirety, and the following
substituted therefor:
"(e) DEBT. Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Debt, other than
(i) Debt reflected on the Borrower's financial statements referred
to in Section 5.01(e) hereof and other Debt existing on the date
hereof and set forth on Schedule 6.02(e) hereto; (ii) the Loans
contemplated herein; (iii) Debt relating to liens permitted under
Section 6.02(d); (iv) Debt of a Subsidiary to another Subsidiary
or to the Borrower; (v) reimbursement obligations with respect to
Letters of Credit issued hereunder in accordance with Section
2.05; (vi) Debt relating to Drafts accepted and discounted
pursuant to Section 2.06, and (vii) additional borrowings in an
aggregate outstanding principal amount not to exceed
$10,000,000.00."
2. Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
3. Borrower hereby remakes all representations and warranties contained in the
Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no
Event of Default as defined in the Credit Agreement, nor any condition, act
or event which with the giving of notice or the passage of time or both
would constitute any such Event of Default.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
ULTRATECH STEPPER, INC. XXXXX FARGO BANK, NATIONAL ASSOCIATION,
SUCCESSOR-BY-MERGER TO
FIRST INTERSTATE BANK OF CALIFORNIA
By: /s/ XXXXXXX X. XXXXXX III By: /s/ XXX XXXXXX
------------------------------------------------
----------------------------- Xxx Xxxxxx
Xxxxxxx X. Xxxxxx III
Title: Vice President, Finance, Title: Assistant Vice President
Chief Financial Officer,
Secretary and Treasurer
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