EXHIBIT 10.1
EXECUTION COPY
AMENDMENT NO. 1, CONSENT, WAIVER and AGREEMENT dated as
of August 26, 2004 (this "Amendment"), to the Amended and
Restated Credit Agreement dated as of September 26, 2003 (the
"Credit Agreement"), among AMI SEMICONDUCTOR, INC., a Delaware
corporation formerly named AMI Spinco, Inc. (the "Borrower"),
AMIS HOLDINGS, INC., a Delaware corporation formerly named AMI
Holdings, Inc. ("Holdings"), the Lenders (as defined in
Article I of the Credit Agreement) and CREDIT SUISSE FIRST
BOSTON, as administrative agent (in such capacity, the
"Administrative Agent") and as a collateral agent (in such
capacity, the "Collateral Agent" ) for the Lenders.
A. Pursuant to the Credit Agreement, the Lenders have extended, and have
agreed to extend, credit to the Borrower.
B. Holdings and the Borrower have informed the Administrative Agent that,
Holdings and the Borrower, including through one or more newly formed Wholly
Owned Subsidiaries that are Foreign Subsidiaries (each a "Transaction
Subsidiary"), intend to acquire (the "Acquisition") from DSPfactory Ltd., a
corporation organized under the laws of the Province of Ontario (the "Seller"),
(i) the assets comprising the ultra-miniaturized, ultra-low power,
software-programmable digital signal processing business of the Seller and (ii)
100% of the Equity Interests of DSPfactory, S.A. (the "Swiss Subsidiary"),
pursuant to one or more agreements to be entered into by Holdings, certain
affiliates of Holdings, the Seller and certain affiliates of the Seller
(collectively, the "Purchase Agreements"), for consideration consisting of (x)
approximately $27,850,000 in cash, subject to adjustment (the "Cash
Consideration"), (y) the assumption of certain liabilities and (z) common Equity
Interests of Holdings with an approximate value of $16,400,000 (plus additional
common Equity Interests of Holdings that may become payable in the form of an
"earn-out" as provided for in the Purchase Agreements), subject to adjustment
("Equity Consideration" and together with the Cash Consideration, the
"Acquisition Consideration").
C. In connection with the foregoing, Holdings and the Borrower have
requested that the Required Lenders consent to the Acquisition and waive
compliance by Holdings and the Borrower with certain provisions of the Credit
Agreement in connection therewith and agree to amend the Credit Agreement as
provided herein. The Required Lenders are willing to grant such consent and
waiver, and to amend the Credit Agreement, on the terms and subject to the
conditions set forth herein.
D. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:
2
SECTION 1. Consent and Waiver. (a) The Required Lenders hereby consent to
the Acquisition on substantially the terms described above, and hereby waive
compliance by Holdings and the Borrower with the provisions of Sections 6.04,
6.05 and 6.07 of the Credit Agreement to the extent (but only to the extent)
necessary to permit Holdings, the Borrower and its Subsidiaries (i) to enter
into the Purchase Agreements, to consummate the Acquisition, and to allocate,
sell or otherwise transfer the assets acquired pursuant to the Acquisition
between or amongst themselves and (ii) to capitalize the Transaction
Subsidiaries and any intermediate Wholly Owned Subsidiary holding company,
including by way of intercompany loans evidenced by one or more promissory notes
pledged to the Collateral Agent for the ratable benefit of the Secured Parties
to the extent required by the Loan Documents, for purposes of the foregoing.
(b) The Required Lenders hereby waive compliance by Holdings with the
provisions of Section 6.14(a) of the Credit Agreement to the extent (but only to
the extent) necessary to permit Holdings to enter into the Purchase Agreements
and exercise its rights and perform its obligations thereunder and capitalize
its Subsidiaries, including by way of intercompany loans, to the extent
contemplated by Section 1.
SECTION 2. Amendment. (a) Section 6.02 of the Credit Agreement is hereby
amended by deleting the word "and" at the end of paragraph (n) thereof, deleting
the "." and inserting "; and" at the end of paragraph (o) thereof and inserting
the following new paragraph (p) thereafter:
"(p) Liens existing on property before the acquisition thereof
by Holdings, the Borrower or any of its Subsidiaries; provided that
(i) such Liens were not created in contemplation of such acquisition
and (ii) such Liens do not apply to any other assets or property.".
(b) Section 6.04 of the Credit Agreement is hereby amended by deleting the
word "and" at the end of paragraph (o) thereof, deleting the "." and inserting
"; and" at the end of paragraph (p) thereof and inserting the following new
paragraph (q) thereafter:
"(q) any Foreign Subsidiary may make loans and advances to, or
other investments in, any Foreign Subsidiary.".
(c) Section 6.05 of the Credit Agreement is hereby amended by deleting the
word "and" at the end of paragraph (f) thereof, deleting the "." and inserting
";" at the end of paragraph (g) thereof and inserting the following new
paragraphs (h) and (i) thereafter:
"(h) any Foreign Subsidiary may transfer assets or lease to or
acquire or lease assets from another Foreign Subsidiary or any
Foreign Subsidiary may be merged into any other Foreign Subsidiary;
and
(i) Capital Expenditures may be made to the extent permitted
by Section 6.16.".
3
(d) Section 6.16 of the Credit Agreement is hereby amended by deleting the
table set forth therein and substituting therefor the following:
Period Amount
- ------------------------------------ -----------
January 1, 2003 to December 31, 2003 $33,000,000
January 1, 2004 to December 31, 2004 $38,000,000
January 1, 2005 to December 31, 2005 $76,500,000
January 1, 2006 to December 31, 2006 $55,500,000
January 1, 2007 to December 31, 2007 $57,000,000
January 1, 2008 to December 31, 2008 $58,500,000
SECTION 3. Agreements. Holdings, the Borrower and the Required Lenders
hereby agree that:
(a) for all purposes of the Credit Agreement, the Acquisition shall be
deemed to constitute a "Permitted Acquisition", but shall be deemed not to have
utilized any portion of the basket described in clause (b)(iii) of the proviso
to the definition of the term "Permitted Acquisition";
(b) no portion of any basket provided for in Section 6.01 or 6.04 of the
Credit Agreement shall be deemed utilized by the capitalization of any
Transaction Subsidiary (and any intermediate Wholly Owned Subsidiary holding
company) by Holdings, the Borrower or any of its Subsidiaries, including by way
of intercompany debt, to the extent contemplated by Section 1 hereof;
(c) in addition to investments, including intercompany loans, contemplated
by Section 1 hereof, the Loan Parties may invest, including by way of
intercompany loans, an additional $10,000,000 in the Transaction Subsidiaries
(and any intermediate Wholly Owned Subsidiary holding companies) and any such
investment or loan shall be deemed not to utilize any portion of any basket
provided for in Section 6.01 or 6.04 of the Credit Agreement;
(d) the issuance of the Equity Consideration shall be deemed not to
constitute an Equity Issuance for purposes of the Credit Agreement;
(e) the allocation, sale or other transfer of the assets acquired pursuant
to the Acquisition between or among Holdings, the Borrower and its Subsidiaries
shall be deemed not to constitute an Asset Sale or the acquisition of an asset
for purposes of the Credit Agreement;
(f) the obligations of Holdings, the Borrower or any of its Subsidiaries
to pay up to $10,000,000 of the revenues attributable to the assets acquired
pursuant to the Acquisition to any Governmental Authority in Canada pursuant to
certain government aid agreements shall be deemed not to constitute Indebtedness
for purposes of the Credit Agreement; and
4
(g) the obligations of Holdings, the Borrower or any of its Subsidiaries
in respect of accounts payable and other liabilities assumed in connection with
the Acquisition shall be deemed not to constitute Indebtedness for purposes of
Section 6.01 of the Credit Agreement, but only to the extent that the aggregate
amount of such obligations does not exceed $10,000,000.
SECTION 4. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, Holdings and the Borrower represent and
warrant to each of the Lenders, the Administrative Agent and the Collateral
Agent, that, after giving effect to this Amendment, (a) the representations and
warranties set forth in Article III of the Credit Agreement are true and correct
in all material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing.
SECTION 5. Consent Fees. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender that executes and delivers a copy of this
Amendment to the Administrative Agent (or its counsel) at or prior to 5.00 p.m.,
New York City time, on August 26, 2004, a consent fee (collectively, the
"Consent Fees") in an amount equal to 0.025% of the sum of the aggregate
principal amount of such Lender's outstanding Term Loans and Revolving Credit
Commitment (whether used or unused) as of such date; provided, that the Borrower
shall have no liability for any such Consent Fees if this Amendment does not
become effective in accordance with Section 6 below on or prior to August 26,
2004. To the extent payable, such Consent Fees shall be payable in immediately
available funds on the date on which the Acquisition is consummated.
SECTION 6. Effectiveness. This Amendment shall become effective as of the
date set forth above on the date the Administrative Agent (or its counsel) shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, Holdings and the Required Lenders.
SECTION 7. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Collateral Agent or the Administrative Agent under the Credit Agreement or any
other Loan Document, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Loan Party to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. After the date hereof, any reference
to the Credit Agreement shall mean the Credit Agreement, as modified hereby.
This Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.
5
SECTION 8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same contract. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 11. Expenses. The Borrower agrees to reimburse the Administrative
Agent for all out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Moore LLP, counsel for the Administrative Agent.
[Remainder of this page intentionally left blank]
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
AMI SEMICONDUCTOR, INC.,
by : /s/ DAVID A. HENRY
---------------------------------
Name : DAVID A. HENRY
Title: SVP, CFO
AMIS HOLDINGS INC.,
by : /s/ DAVID A. HENRY
---------------------------------
Name : DAVID A. HENRY
Title: SVP, CFO
CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Island
Branch individually, and as
Administrative Agent and Collateral
Agent,
by : /s/ ROBERT HETU
---------------------------------
Name: ROBERT HETU
Title: DIRECTOR
by :/s/ IAN W. NALITT
---------------------------------
Name: Ian W. Nalitt
Title: ASSOCIATE
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR,INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
ARES III CLO Ltd.
By: ARES CLO Management, LLC
Its: Investment Manager
By: /s/ Seth J. Brufsky
------------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES IV CLO LTD.
By: Ares CLO Management IV, L.P.
Investment Manager
By: Ares CLO GP IV, LLC
Its: Managing Member
By: /s/ Seth J. Brufsky
------------------------------------
Name: Seth J. Brufsky
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
ONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Ares VII CLO Ltd.
By: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC,
Its: General Partner
By: /s/ Seth J. Brufsky
------------------------------------
Name: Seth J. Brufsky
Title: Vice President
Ares VIII CLO Ltd.
By: Ares CLO Management VIII, L.P.,
Its: Investment Manager
By: Ares CLO GP VIII, LLC,
Its: General Partner
By: /s/ Seth J. Brufksy
------------------------------------
Name: Seth J. Brufksy
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
AVALON CAPITAL LTD.
Name of Lender: By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by /s/ Thomas H.B. Ewald
----------------------------------
Name : THOMAS H.B. EWALD
Title : AUTHORIZED SIGNATORY
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
AVALON CAPITAL LTD. 2
Name of Lender: By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
by /s/ THOMAS H.B. EWALD
-------------------------------------
Name : THOMAS H.B. EWALD
Title : AUTHORIZED SIGNATORY
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Sankaty Advisors, LLC as Collateral
Manager for AVERY POINT CLO,
LTD., as Term Lender
Name of Lender: __________________________________________
by /s/ JEFFREY HAWKINS
--------------------------------------
Name: JEFFREY HAWKINS
Title: SENIOR VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
BALLYROCK CDO I Limited, By: BALLYROCK Investment Advisors LLC, as
Collateral Manager
Name of Lender: __________________________________________
by /s/ Lisa Rymut
---------------------------------------
Name: LISA RYMUT
Title: ASSISTANT TREASURER
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
BALLYROCK CLO I Limited, By: BALLYROCK Investment Advisors LLC, as
Collateral Manager
Name of Lender: __________________________________________
by
/s/ Lisa Rymut
---------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: The Bank of Nova Scotia
by /s/ Chris Osborn
---------------------------------------
Name: Chris Osborn
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Bank of the West
by /s/ Mark L. Horn
---------------------------------------
Name: Mark L. Horn
Title: Regional Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by /s/ Michael B. Botthof
---------------------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Black Diamond CLO 1998-1, Ltd.
By: /s/ Paul Cope
----------------
Name: Paul Cope
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004,TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
CHARTER VIEW PORTFOLIO
Name of Lender: By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
by /s/ Thomas H.B. Ewald
-------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR,INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: CITA DEL HILL 2000 Ltd.
by: /s/ A.T.D. Clarke
------------------------------
Natne: A.T.D. CLARKE
Title: AUTHORISED SIGNATORY
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Clydesdale CLO 2003 Ltd.
by: /s/ Elizabeth Maclean
-----------------------------
NOMURA CORPORATE RESEARCH NAME: Elizabeth Maclean
AND ASSET MANAGEMENT INC. Title: Director
AS
COLLATERAL MANAGER
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: COSTANTINUS EATON VANCE CDO V, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured
Management, Inc.
as Investment advisor
by: /s/ Thomas H.B. Ewald
-----------------------------
Name: Thomas H.B. Ewald
Title: Authorised Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: EATON VANCE CDO VI, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: EATON VANCE
INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: EATON VANCE
LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Fidelity Advisor Series II Fidelity
Advisor Floating Rate High Income
Fund
by: /s/ Mark Osterheld
-----------------------------
Name: Mark Osterheld
Title: Assistant Treasurer
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: [ILLEGIBLE]
by:[ILLEGIBLE]
-----------------------------
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Fleet National Bank
by: /s/ Kevin Mc Mahan
-----------------------------
Name: Kevin Mc Mahan
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: FRANKLIN CLO IV, LIMITED
by: /s/ Tyler Chan
-----------------------------
Name: TYLER CHAN
Title: VICE PRESIDENT
FRNKLIN TEMPLETON
LIMITED DURATION INCOME
TRUST
FRANKLIN TOTAL RETURN FUND
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Galaxy CLD 2003-1, Ltd.
By: AIG Global Investment Corp.,
Its Investment Advisor
by: /s/ John G. Lapham, III
-----------------------------
Name: John G. Lapham, III
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: GENERAL ELECTRIC CAPITAL
CORPORATION
by: /s/ Robert M. Kadlick
-----------------------------
Name: ROBERT KADLICK
Title: DULY AUTHORIZED
SIGNATORY
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26,2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: GRAYSON & CO
BY: BOSTON MANAGEMENT AND
RESEARCH AS INVESTMENT
ADVISOR
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Harbour Town Funding LLC
by: /s/ Diana M. Himes
-----------------------------
Name: DIANA M. HIMES
Title: ASSISTANT VICE
PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: I.B.M. Credit L.L.C.
by: /s/ Steven A. Flanagan
-----------------------------
Name: Steven A. Flanagan
Title: Manager, Global
Special Handling
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: INVESCO EUROPEAN CDO I.S.A.
By: INVESCO Senior Secured
Management, Inc. As Collateral
Manager
by: /s/ Thomas H.B. Ewald
-----------------------------
Name: THOMAS H.B. EWALD
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
KZH Soleil-2LLC
by: /s/ Joyce Fraser-Bryant
-----------------------------
Name: JOYCE FRASER-BRYANT
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Long Lane Master Trust IV
by: /s/ Diana M. Himes
-----------------------------
Name: DIANA M. HIMES
Title: AUTHORIZED AGENT
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
TED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: MAGNETITE V CLO, LIMITED
by: /s/ Tom Coswell
-----------------------------
Name: Tom Coswell
Title: Auth. Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Mizuko Corporate Bank Ltd.
by: /s/ Kentaro Akashi
-----------------------------
Name: KENTARO AKASHI
Title: Deputy General Manager
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: OCTAGON INVESTMENT PARTNERS VI, LTD.
By: Octagon Credit Investors, LLC
As Collateral Manager
by: /s/ Michael B. Nechamkin
-----------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC.AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26,2003
Name of Lender: Sankaty Advisors, LLC as
Collateral Manager for Race
Point CLO, Limited,
as Term Lender
by: /s/ JEFFREY HAWKINS
-----------------------------
Name: JEFFREY HAWKINS
Title: SENIOR VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Sankaty Advisors, LLC as
Collateral Manager for Race
Point II CLO, Limited,
as Term Lender
by: /s/ JEFFREY HAWKINS
-----------------------------
Name: JEFFREY HAWKINS
Title: SENIOR VICE PRESIDENT
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: SAGAMORE CLO LTD.
By: INVESCO Senior Secured
Management, Inc.
As Collateral Manager
by: /s/ Thomas H.B. Ewald
-----------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured
Management, Inc.
As Asset Manager
by: /s/ Thomas H.B. Ewald
-----------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
by: /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: SEQUILS-Glace Bay, Ltd.
By Royal Bank of Canada as
Collateral Manager
BY: /s/ Melissa Marano
-----------------------------
Name: Melissa Marano
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured
Management, Inc.
As Collateral Manager
by: /s/ Thomas H.B. Ewald
-----------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Stanfield CLO Ltd.
By: Stanfield Capital Partners LLC
as its Collateral Manager
by /s/ Christopher E. Jansen
-----------------------------
Name: Christopher E. Jansen
Title: Managing Partner
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Stanfield/RMF Transatlantic CDO Ltd.
By: Stanfield Capital Partners LLC
as its Collateral Manager
by /s/ Christopher E. Jansen
-----------------------------
Name: Christopher E. Jansen
Title: Managing Partner
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: TOLLI & CO.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
by /s/ Michael B. Botthof
-----------------------------
Name: Michael B. Botthof
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: TBS 1 LLC
by /s/ Edward Schaffer
-----------------------------
Name: Edward Schaffer
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: U.S. Bank National Association
by /s/ James W. Henken
-----------------------------
Name: James W. Henken
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: VAN KAMPEN CLO I, LIMITED
By: Van Kampen Investment Advisory Corp
As Collateral Manager
by /s/ Sean B. Kelley
-----------------------------
Name: Sean B. Kelley
Title: Vice President
Asst Portfolio Mgr.
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: VAN KAMPEN
SENIOR INCOME TRUST
BY: Van Kampen Investment Advisory Corp.
by /s/ BRAD LANGS
-----------------------------
Name: BRAD LANGS
Title: EXECUTIVE DIRECTOR
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Wells Fargo Bank, N. A.
by /s/ Linda K. Armstrong
---------------------------------------
Name: Linda K. Armstrong
Title: Vice President and
Commercial Relationship Manager
SIGNATURE PAGE TO AMENDMENT NO. 1,
CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 26, 2004, TO
THE AMI SEMICONDUCTOR, INC. AMENDED
AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 26, 2003
Name of Lender: Zions First National Bank
by /s/ Michael J. Poll
-----------------------------
Name: Michael J. Poll
Title: Director of
Regional Credit