EXHIBIT 10.11
FIRST AMENDMENT (the "Amendment"), dated as of December 23, 1996 to the
Amended and Restated Loan Agreement (the "Agreement"), dated as of January 25,
1996, between ANADIGICS, INC., the (the "Borrower") and FIRST UNION NATIONAL
BANK (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank are parties to the Agreement; and
WHEREAS, the Borrower has requested the Bank to modify the Agreement, and
the Bank is agreeable to such request;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein without definition shall have the respective meanings
assigned to them in the Agreement.
1. DEFINITIONS. Except as otherwise stated, capitalized terms defined in
the Agreement and used herein without definition shall have the respective
meanings assigned to them in the Agreement.
2. AMENDMENT TO THE AGREEMENT. The Agreement is hereby amended as
follows:
(a) A new Paragraph D is added to the Background as follows:
The Borrower has requested that the Bank increase the maximum
principal amount hereunder to $20,000,000.
(b) Section 2.1 is hereby amended by deleting therefrom "Ten Million
and No/100 Dollars ($10,000,000)" and substituting in its place
"Twenty Million and No/100 Dollars ($20,000,000)".
3. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this
Agreement, the Borrower hereby represents and warrants that:
(a) The Borrower has the power, authority and legal right to make and
enter this Amendment and to perform its obligations under the Agreement, as
amended by this Amendment, without any notice, consent, approval or
authoriza-
-2-
tion not already obtained, and the Borrower has taken all necessary action
to authorize the same.
(b) The making and delivery of this Amendment and the performance of
the Agreement as amended by this Amendment do not violate any provision of
law, any regulation, the Borrower's charter or the Borrower's by-laws or
result in the breach of or constitute a default under or require any
consent under any indenture or other agreement or instrument to which the
Borrower is a party or by which the Borrower or any of its property may be
bound or affected. The Agreement as amended by this Amendment constitutes
a legal, valid and binding obligation of the Borrower, enforceable against
it in accordance with its terms, except as the enforceability thereof may
be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally.
(c) The representations and warranties contained in Article IV of the
Agreement are true and correct on and as of the date of this Amendment and
after giving effect thereto.
(d) No Event of Default or event which, with the giving of notice or
lapse of time or both, would be an Event of Default has occurred and is
continuing under the Agreement as of the date of this Amendment and after
giving effect thereto.
4. EFFECTIVE DATE. This Amendment shall become effective when all of the
following shall have occurred:
(a) The Bank shall have received counterparta of this Amendment, duly
executed by each of the parties hereto.
(b) The Bank shall have received a copy of the resolution of the
Board of Directors of the Borrower authorizing the execution , delivery and
performance of this Amendment, certified by an appropriate officer of the
Borrower.
5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original and all of which taken together
shall constitute a single instrument with the same effect as if the signature
thereto and hereto were upon the same instrument.
-3-
6. FULL FORCE AND EFFECT. Except as expressly modified by this
Amendment, all of the terms and provision of the Agreement shall continue in
full force and effect, and all parites hereto shall be entitled to the benefits
thereof.
7. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
New Jersey.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date set forth above.
ANADIGICS, INC.
By: \s\Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
FIRST UNION NATIONAL BANK
By: \s\Xxxxxxx X. Neuman_
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior VP