The Cherry Corporation
Extension 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 amended (the "Credit Agreement") among the undersigned, The
Cherry Corporation, a Delaware corporation (the "Company"), Xxxxxx 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.
Pursuant to Section 4.6 of the Credit Agreement, the Company has
requested that the Banks extend the Termination Date for one year and the Banks
have indicated their willingness to do so.
Upon acceptance hereof by all the Banks in the spaces provided for that
purpose below, the Termination Date under the Credit Agreement shall be and
hereby is extended from May 12, 2000 to May 12, 2001, and all references to
"Termination Date" in the Credit Agreement and in the Notes shall be amended to
mean the Termination Date as so extended.
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.
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 Agreement, including the fees and expenses of counsel for
the Agent.
This Agreement 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 Agreement by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Agreement shall be governed by the internal laws of the State of Illinois.
Dated as of September 6, 1996.
The Cherry Corporation
By /s/ Xxx X. Xxxx
Its Vice President of Finance
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
Xxxxxx Trust And Savings Bank,
individually and as Agent
By /s/ Xxxx Xxxxxx
Its Vice President
Bank of America Illinois
By /s/ Xxxxxxxx X. Xxxxxx
Its Senior Vice President
Societe General
By /s/ Xxxxxx X. Xxxxxxx
Its Vice President
Bayerische Vereinsbank AG
By /s/ Xxxxxx X. X'Xxxxxx /s/ Xxxxxx X. Xxxxx
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 Extension 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/ Xxx X. Xxxx
Its Secretary
