Exhibit 10.20
Omnibus Amendment to
the Credit Agreements
Dated as of ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇ AMRO Bank N.V.
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Reference is made to (i) that certain 3-Year Credit Agreement, as
amended, dated as of October 29, 1999 (the "3-Year Agreement") and (ii) that
certain 364-Day Credit Agreement, as amended, dated as of October 29, 1999 (the
"364-Day Agreement" and collectively with the 3-Year Agreement, the "Credit
Agreements"), among you (the "Bank") and Newport Corporation (the "Company").
Whereas, the Company and the Bank have agreed to extend the Termination
Date under the 364-Day Agreement, increase the margin on LIBOR Portions under
each of the Credit Agreements and make certain other clarifying amendments to
the Credit Agreements, subject to the terms and conditions hereinafter set
forth;
Now, Therefore, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
thereby, covenant and agree as follows:
1. General. All terms used herein which are not otherwise
specifically defined herein shall have the same meaning herein as respectively
defined in the Credit Agreements as further amended hereby.
2. Reference. The reference immediately following the table of
contents and preceding the opening paragraph of each of the Credit Agreements to
"ABN AMRO Bank N.V. Los Angeles, California" shall be amended and replaced with
the reference "ABN AMRO BankN.V" therefor.
3 Applications. Section 1.3(d) of the 3-Year Agreement shall be
amended by deleting the phrase "in the form attached hereto as Exhibit E" in
line four thereof and replacing such with the phrase "in a form acceptable to
the Bank" therefor.
4. Manner and Disbursement of Loans. Section 1.4 of each of the
Credit Agreements shall be amended by deleting the phrase "New York, New York"
in the last sentence thereof and replacing such with the phrase "Chicago,
Illinois" therefor.
5. LIBOR Portions. Section 2.1(c) of each of the Credit Agreements
shall be amended by deleting the phrase "by adding 1% to the Adjusted LIBOR" in
line two thereof and replacing such with the phrase "by adding 1.40% to the
Adjusted LIBOR" therefor.
6. Commitment Fee. Section 3.1(a) of each of the Credit Agreements
shall be amended and restated in their entirety as follows:
(a) Commitment Fee. For the period from and including
the date hereof to but not including the Termination Date, the
Company shall pay to the Bank a commitment fee at the rate of
0.325% per annum (computed on the basis of a year of 360 days
for the actual number of days elapsed) on the average daily
unused portion of the Commitment. Such commitment fee shall be
payable quarter-annually in arrears on the last day of each
March, June, September and December in each year (commencing
October 31, 1999) and on the Termination Date.
7. Place and Application of Payments. Section 3.4 of each of the
Credit Agreements shall be amended by deleting the phrase "Los Angeles,
California" in line three thereof and replacing such with the phrase "Chicago,
Illinois" therefor.
8. Business Day. Section 4.1 of each of the Credit Agreements shall
be amended and restating the definition of "Business Day" therein to read as
follows:
"Business Day" means any day other than a Saturday or Sunday on
which the Bank is not authorized or required to close in Los
Angeles, California, New York, New York and Chicago, Illinois
and, when used with respect to LIBOR Portions, a day on which
the Bank is also dealing in United States Dollar deposits in
the interbank market in London, England and when used with
respect to any Letter of credit issued in an Alternative
Currency, on which banks and foreign exchange markets are open
for business in the city where issuance, or payments in respect
of such Letter of Credit are being made.
9. Termination Date of 364-Day Agreement. In Section 4.1 of the
364-Day Agreement, the definition of "Termination Date" shall be and is hereby
amended and restated in its entirety as follows:
"Termination Date" means March 7, 2003, or such earlier date on
which the Commitment is terminated in whole pursuant to Section
3.3, 8.2 or 8.3.
10. Notices. Section 9.8 of each of the Credit Agreements shall be
amended and restated in their entirety to read as follows:
Section 9.8. Notices. Except as otherwise specified herein, all
notices hereunder shall be in writing (including cable or
telecopy) and shall be given to the relevant party at its
address or telecopier number set forth below, or such other
address or
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telecopier number as such party may hereafter specify by
notice to the other given by United States certified or
registered mail, by telecopy or by other telecommunication
device capable of creating a written record of such notice and
its receipt. Notices hereunder shall be addressed:
to the Company at:
Newport Corporation
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Attention: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
to the Bank at:
ABN AMRO Bank N.V.
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Attention: Mr. Nic ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
ABN AMRO Bank N.V.
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Attention: Ms. Mitsoo ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Each such notice, request or other communication shall be
effective (i) if given by telecopier, when such telecopy is
transmitted to the telecopier number specified in this Section
9.8 and a confirmation of such telecopy has been received by
the sender, (ii) if given by telex, when such telex is
transmitted to the telex number specified in this Section 9.8
and the answer back is received by sender, (iii) if given by
mail, five (5) days after such communication is deposited in
the mail, certified or registered with return receipt
requested, addressed as aforesaid or (iv) if given by any
other means, when delivered at the addresses specified in this
Section 9.8; provided that any notice given pursuant to
Section 1 or Section 2 hereof shall be effective only upon
receipt.
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11. Payments. Nothwithstanding anything in any Loan Document to the
contrary, the Company shall make all payments to the Chicago office of ABN AMRO
Bank N.V. located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
12. Compliance Certificate. The Compliance Certificate found in
Exhibit B to each of the Credit Agreements shall each be amended and restated in
their entirety by respectively replacing such with Exhibit B-1 and Exhibit B-2
attached hereto.
13. Representations. In order to induce the Bank to execute and
deliver this Amendment, the Company hereby represents to the Bank that as of the
date hereof the representations and warranties set forth in Section 5 of the
Credit Agreements are and shall be and remain true and correct (except that the
representations contained in Section 5.5 of the Credit Agreements shall be
deemed to refer to the most recent financial statements of the Company delivered
to the Bank) and the Company is in compliance with the terms and conditions of
the Credit Agreements and no Default or Event of Default has occurred and is
continuing under either of the Credit Agreements or shall result after giving
effect to this Amendment.
14. Effectiveness. This Amendment shall become effective (i) when it
shall be executed by the Company and the Bank and (ii) the Bank shall have
received copies (executed or certified, as may be appropriate) of all legal
documents or proceedings taken in connection with the execution and delivery of
this Amendment to the extent the Bank or its counsel may reasonably request.
This Amendment may be executed in separate counterparts, all of which taken
together shall constitute one and the same instrument. This agreement shall be
construed and determined in accordance with the laws of the State of California.
Except as herein specifically amended, the Credit Agreements shall be and remain
in full force and effect and wherever reference is made in any note, document,
letter or other communication to the Credit Agreements, such reference shall,
without more, be deemed to refer to the Credit Agreements as amended hereby.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed and delivered this Agreement as of the date first
above written.
Newport Corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: CEO
This Amendment is accepted and agreed to as of the date first above
written.
ABN AMRO BANK N.V.
By /s/ Mitsoo ▇▇▇▇▇▇▇
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Name: Mitsoo ▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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