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EXHIBIT 10.2
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FIRST AMENDMENT
TO AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT AND TERM
LOAN AGREEMENT
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First Amendment dated as of January 31, 1997 to Amended and Restated
Multicurrency Revolving Credit and Term Loan Agreement (the "First Amendment"),
by and among (a) TERADYNE, INC. a Massachusetts corporation (the "Company"), (b)
THE FIRST NATIONAL BANK OF BOSTON, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, STATE STREET BANK AND TRUST COMPANY, FLEET NATIONAL BANK and the
other lending institutions listed on SCHEDULE 1 to the Credit Agreement (as
hereinafter defined) (collectively, the "Banks") and (c) THE FIRST NATIONAL BANK
OF BOSTON in its capacity as agent for the Banks (the "Agent"), amending certain
provisions of the Amended and Restated Multicurrency Revolving Credit and Term
Loan Agreement dated as of January 31, 1996 (as amended and in effect from time
to time, the "Credit Agreement") by and among the Company, the Banks and the
Agent. Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Company, the Banks and the Agent have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this First Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SS 1. AMENDMENT TO SS .2 OF THE CREDIT AGREEMENT. Section 2 of the
Credit Agreement is hereby amended as follows:
(a) Section 2.2 of the Credit Agreement is hereby amended by deleting
the date "January 31, 1999" which appears in ss.2.2 and substituting in place
thereof the date "January 31, 2000";
(b) Section 2.5 of the Credit Agreement is hereby amended by deleting
the date "January 31, 1998" which appears in ss.2.5(b) and substituting in place
thereof the date "January 31, 1999";
(c) Section 2.10 of the Credit Agreement is hereby amended by (i)
deleting the words "commencing on April 30, 1999, and ending on January 31,
2001" which appear in ss.2.10(a) and substituting in place thereof the words
"commencing on April 30, 2000, and ending on January 31, 2002" and (ii) deleting
the words "on January 31, 2001 (the "Final Repayment Date")" which appear in
ss.2.10(a) and substituting in place thereof the words "on January 31, 2002 (the
"Final Repayment Date").
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SS 2. CONDITIONS TO EFFECTIVENESS. This First Amendment shall
not become effective until the Agent receives the following:
(a) a counterpart of this First Amendment, executed by the Company, the
Banks and the Agent; and
(b) certified copies of corporate certificates and resolutions
evidencing all necessary action on the part of the Company with respect to the
authorization of this First Amendment and the authorization of certain
officer(s) to execute, deliver and take all other actions required under this
First Amendment, and providing specimen signature of such officers.
SS 3. REPRESENTATIONS AND WARRANTIES. The Company hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in ss.4 of the Credit Agreement (except to the extent of changes resulting from
matters contemplated or permitted by the Credit Agreement and the other Loan
Documents, changes occurring in the ordinary course of business that singly or
in the aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date), PROVIDED,
that all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. In addition, the Company hereby represents and
warrants that the execution and delivery by the Company of this First Amendment
and the performance by the Company of all of its agreements and obligations
under the Credit Agreement as amended hereby are within the corporate authority
of the Company and have been duly authorized by all necessary corporate action
on the part of the Company, and further represents and warrants that the
execution and deliver by the Company of this First Amendment and the performance
by the Company of the transactions contemplated hereby will not contravene any
term or condition set forth in any agreement to which the Company is a party or
by which the Company is bound.
SS 4. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement and this First Amendment shall be read and
construed as a single agreement. All references in the Credit Agreement, the
Loan Documents or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended hereby.
SS 5. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Company or any rights of the Agent or any of the Banks consequent thereon.
SS 6. COUNTERPARTS. This First Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
SS 7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a document under seal as of the date first above written.
TERADYNE, INC.
By:____________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
INDIVIDUALLY AND AS AGENT
By:____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:____________________________________
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, N.A.
By:____________________________________
Name:
Title:
FLEET NATIONAL BANK
By:____________________________________
Name:
Title:
