**Exhibit 10.2**

 

**MODIFICATION TO REVOLVING CREDIT**

**AND TERM LOAN AGREEMENT**

 

This **MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT** (this “Agreement”) made as of the 9th day of January, 2002, is 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 theGenerals, 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 PTELTD**, 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; **FIRST UNION NATIONAL BANK**, with anoffice 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”). 

 

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 suchterm in the Loan Agreement. 

 

WHEREAS, pursuant to Section 5.14of the Loan Agreement, the parties thereto agreed that Micro would join the Loan Agreement as a Borrower within three Business Days after the closing of the Acquisition Agreement. 

 

WHEREAS, the Borrower informed the Agent that the Acquisition Agreement closed on January 4, 2002. 

 

NOW THEREFORE, with the above Recitals incorporated herein by referencethereto, the parties hereto, intending to be legally bound hereby, agree as follows: 

 

**1. ACKNOWLEDGMENT OF BALANCE.** Borrower acknowledges that as of January 9, 2002, the outstanding principal balance of the Loans was $45,000,000.00. 

 

**2. MODIFICATION.**The parties hereto agree that from and after the date hereof Micro is and shall be joined in theLoan Agreement as a Borrower thereunder, shall have all of the obligations and rights of a Borrower provided in the Loan Agreement and all other Loan Documents, and that the term “Borrower” as defined in Section 1.01 of the Loan Agreementshall be modified to read as follows: 

 

“‘Borrower’ means individually and collectively Integrated Circuit Systems, Inc., ICST, Inc., ICS Technologies, Inc., Integrated Circuit Systems PTE LTD, Micro and any Person who joins this Agreement as a Borrower after thedate hereof pursuant to the terms hereof, and all of its or their successors and assigns.”****

**3. REQUIRED DOCUMENTS AND OTHER INFORMATION.**

 

(a) In addition to any other documents, reports or other information requiredto be delivered to the Agent or the Banks under the Loan Agreement or any other Loan Document, including but not limited to a Post Closing Requirements Agreement dated December 31, 2001, Borrower shall deliver or cause to be delivered timely to theAgent the following documents or instruments, in each instance in form and substance satisfactory to the Agent and the Banks, on or before the time set forth below: 

 

(1) On or before January 10, 2002: 

 

(i) This Agreement executed by each Borrower, including but not limited to Micro; 

 

(ii) A true and correct copy of the fully executedAcquisition Agreement; 

 

(iii) Amended TermNotes executed by each Borrower, including but not limited to Micro; 

 

(iv) Amended Revolving Credit Notes executed by each Borrower, including but not limited to Micro; 

 

(v) A certificate (dated the date of this Agreement) of the Secretary of Micro (a) setting forth and certifying as true and correct allcorporate action taken by Micro, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreementand (b) certifying the names and true signatures of the officers of Micro authorized to sign the Loan Documents to which it is a party and the other documents to be delivered by Micro under this Agreement; and 

 

(2) On or before February 28, 2002: 

 

(i) A copy of the Articles of Incorporation or Certificateof Organization, as appropriate, for Micro and all other charter documents of Micro, together with all amendments or modifications, including but not limited to a Certificate of Merger with Marathon Merger Corp., all certified by the appropriategovernmental official of the jurisdiction of Micro’s incorporation or organization; 

 

(ii) A certificate of good standing for Micro from the State of Delaware, and a certificate of authority to do business as a foreigncorporation from the Commonwealth of Massachusetts and from all other jurisdictions in which Micro conducts business, all certified by the appropriate governmental official of the appropriate jurisdiction; 

 

(iii) A copy of each and every authorization, permit,consent, and approval of and other action by, and notice to and filing with, every Governmental Authority and regulatory body which is required to be obtained or made by Micro for the due execution, delivery and performance of this Agreement and theother Loan Documents; 

 

 

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(iv) A copy of the by-laws for Micro, certified as to completeness and accuracy by anappropriate officer, manager or partner of Micro; 

 

(v) A copy of the Articles of Incorporation or Certificate of Organization, as appropriate, for Micro and all other charter documents of Micro, together with all amendments or modifications, including but not limited to a Certificate ofMerger with Marathon Merger Corp., certified as to completeness and accuracy by an appropriate officer, manager or partner of Micro; and 

 

(vi) Tax Clearance Certificates for Micro from the State of Delaware and the Commonwealth of Massachusetts and from all otherjurisdictions in which Micro conducts business, all certified by the appropriate governmental official of the appropriate jurisdiction. 

 

(vii) Payment of any unreimbursed Expenses. 

 

(b) The failure by Borrower to supply any of the documents or instruments, in each instance in form and substance satisfactory to the Agent and the Banks,enumerated above on or before the required date shall, absent the written consent of the Agent to the contrary, constitute an Event of Default under the Loan Documents, entitling the Agent and the Banks to exercise the remedies available to themupon an Event of Default as provided in the Loan Documents, including but not limited to the right to terminate the Commitment. 

 

**4. ACKNOWLEDGMENTS AND REPRESENTATIONS.**

 

(a) Micro acknowledges that it is fully familiar with all of the terms and conditions of the Loan Agreement and all other Loan Documents to be executed byMicro and, after consulting with independent counsel of its own choice, agrees to be bound by the terms thereof. 

 

(b) Each 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 Documentsare 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, nodefault 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 orany of the Obligations or any Collateral under the Loan Agreement, the Notes or any other Loan Document. 

 

**5. COLLATERAL.** Borrower acknowledges and confirms that there have been no changes in the ownership of any Collateral since the Collateral wasoriginally pledged; Borrower acknowledges and confirms that the Banks have an existing, valid first priority security interest and lien in the Collateral; and that such security interest and lien shall secure each Borrower’s Obligations toBanks, including any modification of the Notes or Loan Agreement, if any, and all future modifications, extensions, renewals and/or replacements of the Loan Documents. 

 

**6. MISCELLANEOUS.** This Agreement shall be governed by and construed and enforced as if drafted equally by all partieshereto in accordance with the laws of the Commonwealth of Pennsylvania (without regard to the conflicts of law provisions thereof). This Agreement, the other Loan 

 

 

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Documents and any Swap Agreements executed by and between any Borrower and any Bank constitute the sole agreement of theparties 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 thisAgreement 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 shalltogether constitute one and the same agreement. 

 

**7.ARBITRATION.** Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any dispute, claim or controversy 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 as provided herein. Institution of a judicial proceeding by a party does not waive the right of that party todemand arbitration hereunder. Disputes may include, without limitation, tort claims, counterclaims, claims brought as class actions, claims arising from documents executed in the future, or claims arising out of or connected with the transactionscontemplated by the Loan Agreement and the other Loan Documents. Arbitration shall be conducted under and governed by the Commercial Financial Disputes 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 in Philadelphia, Pennsylvania. The expedited procedures set forth in the Arbitration Rules shall be applicable toclaims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the award may be entered in any court having jurisdiction. The panel from which all arbitrators are selected shall be comprised oflicensed attorneys. The single arbitrator selected for expedited procedure shall be a retired judge from the highest court of general jurisdiction, 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 a party. Notwithstanding the preceding binding arbitration provisions, the parties hereto agree to preserve, withoutdiminution, certain remedies that any party hereto may employ or exercise freely, either alone, in conjunction with or during a Dispute. Any party hereto shall have the right to proceed in any court of proper jurisdiction or by self-help to exerciseor prosecute the following remedies, as applicable: (1) all rights of self-help, including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (2) obtaining provisional or ancillaryremedies, including injunctive relief, sequestration, garnishment, attachment, appointment of a receiver and filing an involuntary bankruptcy proceeding; and (3) when applicable, a judgment by confession of judgment. Preservation of these remediesdoes not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute. The parties hereto 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 future in connection with any Dispute, whether such Dispute is resolved by arbitration or judicially. **Waiver of JuryTrial.** THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD ANY RIGHT OR CLAIM TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY ORINDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY LOAN DOCUMENT. 

 

 

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**8. PLACE OF EXECUTION AND DELIVERY.** Borrower hereby certifies that this Agreement and the otherLoan 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/    HOCK E. TAN                       Tan Hock Eang, President      Attest: /s/    JUSTINE LIEN                       Justine Lien, Secretary        [SEAL]      
 

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**FIRST UNION NATIONAL BANK**

 

By:                                                                                     (SEAL) 

 

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**FLEET NATIONAL BANK**

 

By:                                                                                     (SEAL) 

 

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