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EXHIBIT 10.1
AMENDMENT NUMBER SEVEN TO
REVOLVING CREDIT LOAN AGREEMENT
THIS AMENDMENT NUMBER SEVEN TO REVOLVING CREDIT LOAN AGREEMENT dated as
of December 27, 1995 (the "Amendment") is entered into by and between ADAPTEC,
INC., a California corporation (the "Borrower"), and COMERICA BANK-CALIFORNIA
(formerly known as Plaza Bank of Commerce), a California banking corporation
(the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank are parties to a certain Revolving
Credit Loan Agreement dated as of June 3, 1992, as amended by Amendment Number
One dated as of August 21, 1992, Amendment Number Two dated as of December 31,
1992, Amendment Number Three dated as of April 29, 1994, Amendment Number Four
dated as of July 13, 1994, Amendment Number Five dated as of September 21, 1994,
and Amendment Number Six dated as of December 9, 1994 (as so amended, the
"Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Borrower and the Bank agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the respective meanings set forth in the Agreement.
2. The definition of "Termination Date" set forth in Section 1.1 of the
Agreement is hereby amended to read in its entirety as follows:
'"Termination Date" shall mean December 31, 1997 (or such
later date as extended pursuant to Section 2.6 or such earlier date on
which the Borrower shall permanently terminate the Bank's commitment
under Section 2.14).1
3. The Borrower hereby represents and warrants to the Bank that (a) the
representations and warranties contained in the Agreement are true in all
material respects on and as of the date of this Amendment, and (b) no Default
has occurred and is continuing.
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4. Except as specifically amended pursuant to the foregoing paragraphs
of this Amendment, all recitals, representations, warranties, covenants,
undertakings, promises, indemnities, terms, conditions and provisions of the
Agreement shall remain in full force and effect and shall be and remain
unaffected by this Amendment.
5. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. This Amendment shall become effective
when executed by each of the parties hereto and delivered to the Bank.
6. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of California other than
principles of conflicts of laws.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
ADAPTEC, INC.
By: /s/ Xxxxxxxxxxx X. X'Xxxxx
----------------------------
Xxxxxxxxxxx X. X'Xxxxx
Vice President and Treasurer
COMERICA BANK-CALIFORNIA
(formerly known as Plaza
Bank of Commerce)
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx X. Xxxxxxx
First Vice President
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AMENDMENT NUMBER EIGHT TO
REVOLVING CREDIT LOAN AGREEMENT
THIS AMENDMENT NUMBER EIGHT TO REVOLVING CREDIT LOAN AGREEMENT dated as
of December 29, 1995 (the "Amendment") is entered into by and between ADAPTEC,
INC., a California corporation (the "Borrower"), and COMERICA BANK-CALIFORNIA
(formerly known as Plaza Bank of Commerce), a California banking corporation
(the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank are parties to a certain Revolving
Credit Loan Agreement dated as of June 3, 1992, as amended by Amendment Number
One dated as of August 21, 1992, Amendment Number Two dated as of December 31,
1992, Amendment Number Three dated as of April 29, 1994, Amendment Number Four
dated as of July 13, 1994, Amendment Number Five dated as of September 21, 1994,
Amendment Number Six dated as of December 9, 1994, and Amendment Number Seven
dated as of December 27, 1995 (as so amended, the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Borrower and the Bank agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the respective meanings set forth in the Agreement.
2. Section 6.4 of the Agreement is hereby amended to read in its
entirety as follows:
'16.4 Indebtedness. Incur, create, assume or permit to exist
any indebtedness or liability on account of deposits or advances or any
indebtedness or liability for borrowed money, or any other indebtedness
or liability evidenced by notes, bonds, debentures or similar
obligations, or any other indebtedness whatsoever (including
sale/leaseback transactions) which at any time exceeds in the
aggregate, on a consolidated basis, Fifty Million Dollars
($50,000,000); provided, however, that none of the following shall be
considered for purposes of the foregoing limitation: (a) the
Indebtedness, (b) other indebtedness of the Borrower to the Bank,
whether now existing or hereafter arising, (c) trade payables and
accrued expenses incurred and paid in the ordinary course
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of business, (d) leases of, or conditional sales purchases of,
equipment in the ordinary course of business, so long as the unpaid
lease rental, purchase payment and other obligations thereunder do not
exceed, in the aggregate, on a consolidated basis, Five Million Dollars
($5,000,000) at any time hereunder, (e) outstanding tax obligations to
governmental agencies, (f) real estate leases in the ordinary course of
business, (g) reimbursement obligations under letters of credit
incurred in the ordinary course of business, (h) loans or advances by
the Borrower to any Subsidiary, or by any Subsidiary to either the
Borrower or any other Subsidiary.'
3. The Borrower hereby represents and warrants to the Bank that (a) the
representations and warranties contained in the Agreement are true in all
material respects on and as of the date of this Amendment, and (b) no Default
has occurred and is continuing.
4. Except as specifically amended pursuant to the foregoing paragraphs
of this Amendment, all recitals, representations, warranties, covenants,
undertakings, promises, indemnities, terms, conditions and provisions of the
Agreement shall remain in full force and effect and shall be and remain
unaffected by this Amendment.
5. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. This Amendment shall become effective
when executed by each of the parties hereto and delivered to the Bank.
6. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of California other than
principles of conflicts of laws.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
ADAPTEC, INC.
By: /s/ Xxxxxxxxxxx X. X'Xxxxx
----------------------------
Xxxxxxxxxxx X. X'Xxxxx
Vice President and Treasurer
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COMERICA BANK-CALIFORNIA
(formerly known as Plaza
Bank of Commerce)
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx X. Xxxxxxx
First Vice President
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AMENDMENT NUMBER NINE TO
REVOLVING CREDIT LOAN AGREEMENT
THIS AMENDMENT NUMBER NINE TO REVOLVING CREDIT LOAN AGREEMENT dated as
of March 18, 1996 (the "Amendment") is entered into by and between ADAPTEC,
INC., a California corporation (the "Borrower"), and COMERICA BANK-CALIFORNIA
(formerly known as Plaza Bank of Commerce), a California banking corporation
(the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank are parties to a certain Revolving
Credit Loan Agreement dated as of June 3, 1992, as amended by Amendment Number
One dated as of August 21, 1992, Amendment Number Two dated as of December 31,
1992, Amendment Number Three dated as of April 29, 1994, Amendment Number Four
dated as of July 13, 1994, Amendment Number Five dated as of September 21, 1994,
Amendment Number Six dated as of December 9, 1994, Amendment Number Seven dated
as of December 27, 1995, and Amendment Number Eight dated as of December 29,
1995 (as so amended, the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Borrower and the Bank agree as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the respective meanings set forth in the Agreement.
2. Section 1.1 of the Agreement is hereby amended to add the following
definition, in proper alphabetical sequence, which reads in its entirety as
follows:
'"Capital Leases" shall mean any and all lease obligations that, in
accordance with GAAP, are required to be capitalized on the books of a lessee.'
3. Section 6.4 of the Agreement is hereby amended to read in its
entirety as follows:
'16.4 Indebtedness. Incur, create, assume or permit to exist
any indebtedness or liability on account of deposits or advances or any
indebtedness or liability for borrowed money, or any other indebtedness
or
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liability evidenced by notes, bonds, debentures or similar obligations,
or any other indebtedness whatsoever (including sale/leaseback
transactions) which at any time exceeds in the aggregate, on a
consolidated basis, One Hundred Million Dollars ($100,000,000) (the
"Permitted Debt"); provided, however, that the terms and conditions of
the Permitted Debt do not contain any restrictions on the ability of
the Borrower and its Subsidiaries to grant liens against their
inventory, accounts, contract rights or general intangibles (as such
terms are defined in the California Commercial Code), whether now owned
or hereafter acquired, and provided, further, that none of the
following shall be considered for purposes of the foregoing limitation:
(a) the Indebtedness, (b) other indebtedness of the Borrower to the
Bank, whether now existing or hereafter arising, (c) trade payables and
accrued expenses incurred and paid in the ordinary course of business,
(d) indebtedness under Capital Leases which does not exceed, in the
aggregate, on a consolidated basis, Five Million Dollars ($5,000,000)
at any time hereunder, (e) indebtedness under operating leases in the
ordinary course of business, (f) outstanding tax obligations to
governmental agencies, (g) reimbursement obligations under letters of
credit incurred in the ordinary course of business, and (h) loans or
advances by the Borrower to any Subsidiary, or by any Subsidiary to
either the Borrower or any other Subsidiary.'
4. Paragraph (a) of Section 6.15 of the Agreement is hereby amended to
read in its entirety as follows:
'(a) in the case of such acquisitions which are funded in the
form of consideration other than treasury stock or newly-issued equity
securities of the Borrower or any of its Subsidiaries, and which are
accounted for on a consolidated basis with the Borrower and its
Subsidiaries in accordance with GAAP, the Borrower and its Subsidiaries
may not give such consideration in an amount which exceeds, in the
aggregate, One Hundred Million Dollars ($100,000,000) in fair market
value thereof (or, if higher, the book value thereof as reflected in
the Borrower's financial statements) in any fiscal year of the
Borrower.'
5. The Borrower hereby represents and warrants to the Bank that (a) the
representations and warranties contained in the Agreement are true in all
material respects on and as of the date of this Amendment, and (b) no Default
has occurred and is continuing.
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6. Except as specifically amended pursuant to the foregoing paragraphs
of this Amendment, all recitals, representations, warranties, covenants,
undertakings, promises, indemnities, terms, conditions and provisions of the
Agreement shall remain in full force and effect and shall be and remain
unaffected by this Amendment.
7. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment and the Agreement
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof. This Amendment shall become effective
when executed by each of the parties hereto and delivered to the Bank.
8. This Amendment shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of California other than
principles of conflicts of laws.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
ADAPTEC, INC.
By: /s/ Xxxxxxxxxxx X. X'Xxxxx
----------------------------
Xxxxxxxxxxx X.'X'Xxxxx
Vice President and Treasurer
COMERICA BANK-CALIFORNIA
(formerly known as Plaza
Bank of Commerce)
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx X. Xxxxxxx
First Vice President
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