**Exhibit 10.4**

 

**THIRD MODIFICATION TO REVOLVING CREDIT**

**AND TERM LOAN AGREEMENT**

 

This **THIRD MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT** (this “Agreement”) made as of the 14th day of June, 2002, by and among **INTEGRATED CIRCUIT SYSTEMS, INC.**, a corporation organized and existing underthe 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 ofPennsylvania, 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 executiveoffice 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 KallangSector, #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 Boulevardof 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 ValleyGreen Road, Fort Washington, Pennsylvania 19034. 

 

**RECITALS**

 

WHEREAS, on December 31, 2001, the parties hereto (otherthan 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 datedJanuary 9, 2002, and a Second Modification to Revolving Credit and Term Loan Agreement dated as of February 28, 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 nototherwise 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 asfollows: 

 

**1. ACKNOWLEDGMENT OF BALANCE.** Each Borroweracknowledges that as of June 13, 2002, the outstanding principal balance of the Loans was $42,500,000.00. 

 

**2. MODIFICATION.**Section 7.03 of the Loan Agreement is hereby amended and restated in its entirety (which restatement is deemed to be effective asof December 31, 2001) to read as follows: 

 

**“7.03.Minimum Tangible Net Worth.** Borrower shall at all times from March 30, 2002, maintain a minimum Tangible Net Worth of not less than an amount equal to 85% of the Borrower’s Tangible Net Worth as of 

March 30, 2002, plus (i) an amount equal to 100% of all proceeds from any capital contribution or equityissuance by the Borrower after such date, plus (ii) an amount equal to 50% of net income for any period; provided further that the minimum required Tangible Net Worth amount as so determined shall not be reduced by net losses for any period.“Tangible Net Worth” shall mean total assets minus total liabilities. For purposes of this computation, the aggregate amount of any intangible assets of Borrower including, without limitation, goodwill, franchises, licenses, patents,trademarks, trade names, copyrights, service marks, and brand names, shall be subtracted from total assets, and total liabilities shall include debt fully subordinated to Banks on terms and conditions acceptable to Banks. This covenant shall becalculated quarterly.”****

 

**3. ACKNOWLEDGMENTS ANDREPRESENTATIONS.** 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 judgmentagainst 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 thedate 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 adefault 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 hasbeen 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 orany other Loan Document.****

 

**4. COLLATERAL.** TheBorrower 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 theCollateral; 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 theLoan Documents. 

 

**5. MISCELLANEOUS.** This Agreement shallbe 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 LoanDocuments 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 withrespect 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 theparty 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 beconsistent. However, in the event of any inconsistencies among this Loan Agreement, as modified hereby, and any of 

 

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the Loan Documents, the terms of the Loan Agreement shall control. This Agreement may be executed in any number ofcounterparts 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 June 28,2002, payment of all unreimbursed Expenses incurred by the Banks between March 1, 2002, and June 14, 2002, in the discounted amount of $2,286.00. 

 

**7. ARBITRATION.** Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any dispute, claim orcontroversy arising out of, connected with or relating to the Loan Agreement or any other Loan Document (“Disputes”) between or among the Borrower, the Agent and the Banks, or any of them, shall be resolved by binding arbitration asprovided herein. Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder. Disputes may include, without limitation, tort claims, counterclaims, claims brought as class actions, claimsarising from documents executed in the future, or claims arising out of or connected with the transactions contemplated by the Loan Agreement and the other Loan Documents. Arbitration shall be conducted under and governed by the Commercial FinancialDisputes Arbitration Rules (the “Arbitration Rules” of the American Arbitration Association (the “AAA”), as in effect from time to time, and Title 9 of the U.S. Code, as amended. All arbitration hearings shall be conducted inPhiladelphia, Pennsylvania. The expedited procedures set forth in the Arbitration Rules shall be applicable to claims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the award may be enteredin any court having jurisdiction. The panel from which all arbitrators are selected shall be comprised of licensed attorneys. The single arbitrator selected for expedited procedure shall be a retired judge from the highest court of generaljurisdiction, state or federal, of the state where the hearing will be conducted. Notwithstanding the foregoing, this arbitration provision does not apply to Disputes under or related to Swap Agreements or Disputes to which the Borrower is not aparty. Notwithstanding the preceding binding arbitration provisions, the parties hereto agree to preserve, without diminution, certain remedies that any party hereto may employ or exercise freely, either alone, in conjunction with or during aDispute. Any party hereto shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (1) all rights of self-help, including peaceful occupation of real propertyand collection of rents, set-off, and peaceful possession of personal property; (2) obtaining provisional or ancillary remedies, including injunctive relief, sequestration, garnishment, attachment, appointment of a receiver and filing an involuntarybankruptcy proceeding; and (3) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute. The partieshereto agree that no party shall have a remedy of punitive or exemplary damages against any other party in any Dispute, and each party hereby waives any right or claim to punitive or exemplary damages that it has now or that may arise in the futurein connection with any Dispute, whether such Dispute is resolved by arbitration or judicially. **Waiver of Jury Trial.** THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURYTRIAL WITH REGARD ANY RIGHT OR CLAIM TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY LOANDOCUMENT. 

 

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**8. PLACE OF EXECUTION AND DELIVERY.** Each Borrower hereby certifies that this Agreement and theother 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 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, DirectorAttest:  /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 OfficerAttest:  /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]      
 

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

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**FLEET NATIONAL BANK**By:                                                                                           (SEAL)
 

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