THE CHERRY CORPORATION
FIRST AMENDMENT TO CREDIT 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 (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.
The Company has requested that the Banks make certain amendments to the
Credit Agreement, and the Banks are willing to do so under the terms and
conditions set forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose
below, the Credit Agreement shall be and hereby is amended as follows:
(a) Section 8.9 of the Credit Agreement shall be amended in its
entirety and as so amended shall read as follows:
"Section 8.9. Indebtedness to Cash Flow Ratio for the Company and
its Subsidiaries. The Company will, as of the last day of each fiscal quarter of
the Company ending during the periods specified below, have an Indebtedness to
Cash Flow Ratio of not more than:
INDEBTEDNESS TO CASH FLOW RATIO
DURING THE PERIOD: SHALL NOT EXCEED:
The date hereof through August 30, 1996 2.00 to 1.00
August 31, 1996 through February 27, 1997 2.25 to 1.00
February 28, 1997 and at all times thereafter 2.00 to 1.00"
(b) Section 8.10 of the Credit Agreement shall be amended in its
entirety and as so amended shall read as follows:
"Section 8.10. Coverage Ratio for the Company and its Subsidiaries.
As of the last day of each fiscal quarter, the Company shall have a Coverage
Ratio for the four quarter period (taken as a single accounting period) then
ending of not less than 2.25 to 1.00 for all fiscal quarters ending on or prior
to February 28, 1997 and 3.00 to 1.00 at all times thereafter."
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Company and the Required Banks shall have executed
and delivered this Amendment.
(b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Banks and their counsel.
(c) Cherry Semiconductor Corporation shall have executed and
delivered to the Banks its consent to this Amendment in the form set
forth below.
3. REPRESENTATIONS.
In order to induce the Banks to execute and deliver this Amendment, the
Company hereby represents to the Banks that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.3 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Bank) and no Default or Event of
Default has occurred and is continuing under the Credit Agreement or shall
result after giving effect to this Amendment.
4. MISCELLANEOUS.
(a) 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.
(b) 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 Amendment, including the fees and expenses of counsel for
the Agent.
(c) This Amendment 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 Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of June 17, 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 X. Xxxxxx
Its Vice President
BANK OF AMERICA ILLINOIS
By /s/ Xxxxxx Xxxxx
Its Vice President
SOCIETE GENERALE
By /s/ Xxxx Xxxxxxx
Its Corporate Banking Manager
BAYERISCHE VEREINSBANK AG
CHICAGO Branch
By /s/ Xxxxxx X. Xxxxx
Its Vice President
By /s/ Xxxxxx X. X'Xxxxxx
Its 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 Amendment to the Credit 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
