Exhibit 10.1
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement, dated as of April 22, 2019 (the “Purchase Agreement”), by and among GLOBALFOUNDRIES U.S. Inc., a Delaware corporation (“Seller”), Semiconductor Components Industries, LLC, a Delaware limited liability company (“Buyer”), and, solely for the purposes of Section 6.07 and Article XII thereof, GLOBALFOUNDRIES Inc., an exempted company incorporated under the laws of the Cayman Islands, is being entered into by the undersigned effective as of October 1, 2020. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to the Purchase Agreement agree as follows:
| | 1. | Pursuant to and in accordance with Section 12.07 of the Purchase Agreement: |
| | A. | Section 2.08 of the Purchase Agreement is hereby amended and restated in its entirety as follows: |
“Section 2.08. Purchase Price. The aggregate cash purchase price (the “Purchase Price”) payable by Buyer for the Transferred Assets shall be an amount in cash equal to $400,000,000, plus (a) the Additional Amount, if any, and minus (b) the License Fee Supplement (as defined in the Technology License Agreement), if any, determined in accordance with Section 5.1(b) of the Technology License Agreement, payable by Buyer to Seller as follows:
(a) on the date hereof, as a deposit on the Purchase Price, $70,000,000 (the “Deposit Amount”) by wire transfer of immediately available funds to the account set forth on Exhibit B hereto;
(b) on October 3, 2020 or the first Business Day immediately following October 3, 2020, as a non-refundable deposit on the Purchase Price, $100,000,000 (the “Additional Deposit Amount”) by wire transfer of immediately available funds to the account set forth on Exhibit B hereto; and
(c) (i) if the Closing Date is on or before January 2, 2023, on January 2, 2023 (or such other date as agreed between the parties), and (ii) otherwise, on the Closing Date, $230,000,000 plus the Additional Amount, if any, by wire transfer of immediately available funds to the account set forth on Exhibit B hereto, or to such other account Seller has designated in writing to Buyer at least three (3) Business Days prior to the Closing.”
| | B. | All references to the “Agreement” in the Purchase Agreement shall mean the Purchase Agreement as amended by this Amendment. All references to the “Foundry Transition Services Agreement” in the Purchase Agreement shall mean the Foundry Transition Services Agreement as amended by the FTSA Amendment (as defined below). |
| | 2. | Concurrently with the payment of the Additional Deposit Amount, the parties to the Purchase Agreement shall deliver (or cause to be delivered) duly executed counterparts to an amendment to the Foundry Transition Services Agreement (the “FTSA Amendment”), substantially in the form attached hereto as Exhibit A. |
