The Cherry Corporation
Second Amendment To Credit Agreement
To each of the Banks signatory hereto
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
May 12, 1995, as heretofore amended (as so amended, the "Credit Agreement")
among the undersigned, The Cherry Corporation, a Delaware corporation (the
"Company"), ▇▇▇▇▇▇ Trust and Savings Bank, as Agent and you (the "Banks"). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.
The Company has requested that the Banks make certain amendments to the
Credit Agreement, and the Banks are willing to do so under the terms and
conditions set forth in this Amendment.
1. Amendments.
Upon acceptance hereof by the Required Banks in the space provided for
that purpose below, the Credit Agreement shall be and hereby is amended as
follows:
(a) Section 8.7 of the Credit Agreement shall be amended in
its entirety and as so amended shall read as follows:
"Section 8.7. Consolidated Tangible Net Worth for the
Company and its Subsidiaries. The Company shall at all times
have Consolidated Tangible Net Worth of not less than the
Minimum Required Amount. For purposes of this Section 8.7, the
"Minimum Required Amount" shall mean $100,000,000 through
February 28, 1999 and shall increase (but never decrease) as
of March 1, 1999 and as of each March 1st thereafter, by an
amount equal to 50% of the cumulative positive Consolidated
Net Income earned each fiscal year commencing and completed
after February 28, 1999 (but without subtraction for any
negative Consolidated Net Income for any such fiscal year)."
(b) Section 8.8 of the Credit Agreement shall be amended in
its entirety and as so amended shall read as follows:
"Section 8.8. Leverage Ratio for the Company and its
Subsidiaries. At all times the Company shall have a Leverage
Ratio of not greater than 50%."
(c) The ratio of "3.0 to 1.0" appearing in the last line of
Section 8.10 of the Credit Agreement shall be deleted and the ratio of
"2.0 to 1.0" shall be inserted in its stead.
(d) The definition of the term "Domestic Cash and Cash
Equivalents" appearing in Section 10 of the Credit Agreement shall be
amended in its entirety and as so amended shall read as follows:
"Cash and Cash Equivalents" shall mean as of the date of any
determination thereof, the sum of (i) all cash on hand of the
Company and its Subsidiaries held in deposit accounts and (ii)
all investments of the Company and its Subsidiaries of a type
described in Sections 8.13(a), (b) or (c) hereof maturing
within sixty (60) days from the date of determination thereof,
all as determined on a consolidated basis in accordance with
GAAP."
(e) The term "Domestic Cash and Cash Equivalents" wherever
appearing the Credit Agreement (including all Schedules and Exhibits)
shall be deleted and the term "Cash and Cash Equivalents" substituted
therefor.
2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Company and the Required Banks shall have executed
and delivered this Amendment.
(b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Banks and their counsel.
(c) Cherry Semiconductor Corporation shall have executed and
delivered to the Banks its consent to this Amendment in the form set
forth below.
3. Representations.
In order to induce the Banks to execute and deliver this Amendment, the
Company hereby represents to the Banks that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.3 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Bank) and no Default or Event of
Default has occurred and is continuing under the Credit Agreement or shall
result after giving effect to this Amendment.
4. Miscellaneous.
(a) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
(b) The Company agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Agent.
(c) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of November 13, 1998.
The Cherry Corporation
By /s/ ▇▇▇ ▇. ▇▇▇▇
Its Vice President Finance
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
▇▇▇▇▇▇ Trust And Savings Bank,
individually and as Agent
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Vice President
Bank of America Illinois
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Its Vice President
Societe Generale
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Its Corporate Banking Manager
Bayerische Hypo - und Vereinsbank AG
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Its Vice President Vice President
Guarantor's Consent
The undersigned, Cherry Semiconductor Corporation, has heretofore
executed and delivered to the Banks a Guaranty dated May 12, 1995 and hereby
consents to the Amendment to the Credit Agreement as set forth above and
confirms that its Guaranty and all of the undersigned's obligations thereunder
remain in full force and effect. The undersigned further agrees that the consent
of the undersigned to any further amendments to the Credit Agreement shall not
be required as a result of this consent having been obtained, except to the
extent, if any, required by the Guaranty referred to above.
Cherry Semiconductor Corporation
By /s/ ▇▇▇ ▇. ▇▇▇▇
Its Secretary
