Fifth Modification to Revolving Credit and Term Loan Agreement



 Exhibit 10.6 
  
 FIFTH MODIFICATION TO REVOLVING CREDIT 
 AND TERM LOAN AGREEMENT 
  
 This FIFTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 22nd day of October, 2002, by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals,
Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS
TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a
corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICRO NETWORKS CORPORATION (“Micro”), a
corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; WACHOVIA BANK, NATIONAL ASSOCIATION, with an office at 123 South
Broad Street, Philadelphia, Pennsylvania, Pennsylvania 19109; and FLEET NATIONAL BANK, with an office at 7111 Valley Green Road, Fort Washington, Pennsylvania 19034. 
  
 RECITALS 
  
 WHEREAS, on December 31, 2001, the parties hereto (other than Micro) executed a Revolving Credit and Term Loan Agreement (including any modifications or
amendments thereto, the “Loan Agreement”), the terms of which were modified by a Modification to Revolving Credit and Term Loan Agreement dated January 9, 2002, a Second Modification to Revolving Credit and Term Loan Agreement dated as of
February 28, 2002, and a Third Modification To Revolving Loan Agreement dated as of June 14, 2002, and a Fourth Modification to Revolving Credit and Term Loan Agreement dated as of September 29, 2002, executed by all parties hereto. 
  
 WHEREAS, the terms of the Loan Agreement are incorporated herein and made a
part hereof as if fully set forth. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. 
  
 WHEREAS, the Borrower has requested that the Banks agree to an additional modification of the Loan Agreement. 
  
 NOW THEREFORE, with the above Recitals incorporated herein by reference
thereto, the parties hereto, intending to be legally bound hereby, agree as follows: 
  
 1. ACKNOWLEDGMENT OF BALANCE. Each Borrower acknowledges that as of October 22, 2002, the outstanding principal balance of the Loans was $39,000,000.00. 
  
 2. MODIFICATION. 
  
 Section 6.06 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “6.06. Dividends. Declare or pay any dividends; or make any
distribution of assets to its shareholders as such whether in cash, securities, assets, or 







 obligations of the Borrower; or allocate or otherwise set apart any sum for the payment of any dividend
or distribution on any shares of its capital stock; except that the Borrower may declare and deliver dividends and make distributions payable solely in common stock of the Borrower.” 
  
 3. ACKNOWLEDGMENTS AND REPRESENTATIONS. The Borrower acknowledges and represents that: (i) except as specifically modified hereby,
all terms, covenants, conditions and other provisions (including, but not limited to warrants of attorney for confession of judgment against any Borrower) of the Loan Agreement, all other Loan Documents and any Swap Agreements executed by all
or any of them in connection with the Loan Documents are hereby ratified and reaffirmed and continue in full force and effect as of the date hereof as if restated herein in their entirety without any defense, counterclaim, right or claim of set-off;
(ii) after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred; (iii) all representations and warranties contained in the Loan
Documents are true and correct as of this date; (iv) all necessary action to authorize the execution and delivery of this Agreement has been taken; and (v) this Agreement is a modification of an existing obligation and is not a novation and shall
not be deemed to diminish, terminate, or satisfy all or any of the Obligations or any Collateral under the Loan Agreement, the Notes or any other Loan Document. 
  
 4. COLLATERAL. The Borrower acknowledges and confirms that (i) there have been no changes in the ownership of any Collateral since
the Collateral was originally pledged; (ii) the Banks possess an existing, valid first priority security interest and lien in the Collateral; and (iii) such security interest and lien shall secure Borrower’s Obligations to Banks, including any
modification of the Notes or Loan Agreement, if any, and all future modifications, extensions, renewals and/or replacements of the Loan Documents. 
  
 5. MISCELLANEOUS. This Agreement shall be governed by and construed and enforced as if drafted equally by all parties hereto in accordance with the laws of the
Commonwealth of Pennsylvania (without regard to the conflicts of law provisions thereof). This Agreement, the other Loan Documents and any Swap Agreements executed by and between any Borrower and any Bank constitute the sole agreement of the parties
with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No modification, amendment, termination, or waiver of any provision of this Agreement
or any of the Loan Documents shall be binding or enforceable unless in writing, signed by or on behalf of the party against whom enforcement is sought, and otherwise in compliance with Section 9.01 of the Loan Agreement. The illegality,
unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement or the other Loan Documents or any Swap Agreements.
This Agreement and the other Loan Documents executed by and between any Borrower and any Bank are intended to be consistent. However, in the event of any inconsistencies among this Loan Agreement, as modified hereby, and any of the Loan Documents,
the terms of the Loan Agreement shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall
together constitute one and the same agreement. 
  
 6. EXPENSES. Borrower
shall deliver to the Agent on before October 31, 2002, payment of all unreimbursed Expenses incurred by the Banks between September 29, 2002, and the date hereof in the amount of $1134.00. 
  

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 7. PLACE OF EXECUTION AND DELIVERY. Each Borrower hereby certifies that this Agreement and the
other Loan Documents were executed in the Commonwealth of Pennsylvania and delivered to the Agent and the Banks in the Commonwealth of Pennsylvania. 
  
 IN WITNESS WHEREOF, the undersigned shall be deemed to have signed and sealed this Agreement as of the day and year first above written.

  
 BORROWER 
  

	INTEGRATED CIRCUIT SYSTEMS, INC.	 	 	 	INTEGRATED CIRCUIT SYSTEMS PTE LTD
					
	By:	 	 /s/    JUSTINE LIEN        
	 	 	 	By:	 	 /s/    HOCK E. TAN        

	 	
	 	 	 	 	

	 	 	 Justine Lien, Chief Financial Officer
	 	 	 	 	 	 Tan Hock Eang, Director

					
	Attest:	 	 /s/    JUSTINE LIEN        
	 	 	 	Attest:	 	 /s/    JUSTINE LIEN        

	 	
	 	 	 	 	

	 	 	 Justine Lien, Secretary
	 	 	 	 	 	 Justine Lien, Chief Financial Officer

			
	[SEAL]	 	 	 	[SEAL]
			
	ICST, INC.	 	 	 	ICS TECHNOLOGIES, INC.
					
	By:	 	 /s/    JUSTINE LIEN        
	 	 	 	By:	 	 /s/    JUSTINE LIEN        

	 	
	 	 	 	 	

	 	 	 Justine Lien, Chief Financial Officer
	 	 	 	 	 	 Justine Lien, Chief Financial Officer

					
	Attest:	 	 /s/    JUSTINE LIEN        
	 	 	 	Attest:	 	 /s/    JUSTINE LIEN        

	 	
	 	 	 	 	

	 	 	 Justine Lien, Secretary
	 	 	 	 	 	 Justine Lien, Secretary

			
	[SEAL]	 	 	 	[SEAL]
			
	MICRO NETWORKS CORPORATION	 	 	 	 
					
	By:	 	 /s/    JUSTINE LIEN        
	 	 	 	 	 	 
	 	
	 	 	 	 	 	 
	 	 	 Justine Lien, Vice President
	 	 	 	 	 	 
					
	Attest:	 	 /s/    JUSTINE LIEN        
	 	 	 	 	 	 
	 	
	 	 	 	 	 	 
	 	 	 Justine Lien, Secretary
	 	 	 	 	 	 
			
	[SEAL]	 	 	 	 

  
 [Signatures
continued on next page.] 
  

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 WACHOVIA BANK, NATIONAL ASSOCIATION 
  
 By:                                      
                                        
       (SEAL) 
  
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 FLEET NATIONAL BANK 
  
 By:                                      
                                        
       (SEAL) 
  

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