EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 1, CONSENT, WAIVER AND AGREEMENT dated as of
August 19, 2005 (this "AMENDMENT"), to the Credit Agreement dated
as of April 1, 2005 (the "CREDIT AGREEMENT"), among AMI
SEMICONDUCTOR, INC., a Delaware corporation (the "BORROWER"),
AMIS HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), the
Lenders (as defined in Article I of the Credit Agreement) and
CREDIT SUISSE (formerly known as Credit Suisse First Boston), as
administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT") and as 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 existing or newly
formed Wholly Owned Subsidiaries that are Foreign Subsidiaries (each a
"TRANSACTION SUBSIDIARY"), intend to acquire (the "ACQUISITION") from
Flextronics Semiconductor, Inc., a corporation organized under the laws of
Delaware, and certain of its affiliates (collectively, the "SELLERS"), the
assets comprising the mixed signal, peripheral imaging components and digital
businesses of the Sellers (the "ACQUIRED BUSINESS"), pursuant to one or more
asset purchase agreements (as the same may be amended from time to time on or
prior to the Supplemental Term Loan Closing Date (as defined below), the
"PURCHASE AGREEMENTS") among the Borrower, certain affiliates of the Borrower
and the Sellers, for aggregate cash consideration of approximately $135,000,000
(subject to adjustment in accordance with the Purchase Agreements, the
"ACQUISITION CONSIDERATION").
C. In connection with the foregoing, Holdings and the Borrower have
requested that (i) senior secured supplemental term loans (the "SUPPLEMENTAL
TERM LOANS") be made to the Borrower by certain financial institutions (the
"SUPPLEMENTAL TERM LENDERS") in an aggregate principal amount of $110,000,000,
the proceeds of which will be used to finance in part the Acquisition and to pay
related fees and expenses and the terms of which shall be identical to the
existing Term Loans outstanding under the Credit Agreement, and (ii) the
Required Lenders (a) consent to the Acquisition, (b) waive compliance by
Holdings and the Borrower with certain provisions of the Credit Agreement in
connection therewith and (c) agree to waive and amend certain provisions of the
Credit Agreement as provided herein.
D. Holdings and the Borrower have further informed the Administrative Agent
that, following the consummation of the Acquisition, Holdings and the Borrower,
including through one or more Wholly Owned Subsidiaries, propose to sell the
"System on a Chip" business acquired pursuant to the Acquisition (the "SOC
SALE"). Holdings and the Borrower anticipate that the SOC Sale will generate Net
Cash Proceeds of up to $10,000,000.
E. Holdings and the Borrower have also informed the Administrative Agent
that AMI Acquisition II LLC, a Wholly Owned Subsidiary of the Borrower ("AMI
ACQUISITION II"), proposes to merge with and into the Borrower (the "PROPOSED
MERGER"). AMI Acquisition II and the Borrower each holds a 5% general membership
interest in Emma Mixed Signal C.V. ("EMMA") and AMI Acquisition LLC, another
Wholly Owned Subsidiary of the Borrower ("AMI
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ACQUISITION"), holds a 90% limited membership interest in Emma. Following the
consummation of the Proposed Merger, the Borrower will hold a 10% general
membership interest in Emma, and modifications will be made to Emma's
constitutive documents (or shareholders' agreements relating thereto) such that
AMI Acquisition will hold 90% of the voting interests in Emma and the Borrower
will hold 10% of the voting interests in Emma (the "VOTING INTEREST
REALIGNMENT").
F. The Supplemental Term Lenders are willing to make the Supplemental Term
Loans and the Required Lenders are willing to grant such consents and waivers
and to agree to such amendments, in each case on the terms and subject to the
conditions set forth herein.
G. 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:
SECTION 1. SUPPLEMENTAL TERM LOANS. (a) Subject to the terms and conditions
set forth herein and relying upon the representations and warranties set forth
herein and in the other Loan Documents, each Supplemental Term Lender agrees,
severally and not jointly, to make a Supplemental Term Loan to the Borrower on
the Supplemental Term Loan Closing Date in a principal amount not to exceed the
commitment of such Supplemental Term Lender to make Supplemental Term Loans as
set forth on Schedule I hereto.
(b) The Borrower will use the proceeds of the Supplemental Term Loans only
for the purposes specified in the recitals to this Amendment.
(c) Unless the context shall otherwise require, the terms "TERM LOANS" and
"LOANS" as used in the Credit Agreement shall include the Supplemental Term
Loans, and the terms "TERM LENDERS" and "LENDERS" as used herein and in the
Credit Agreement shall include each Supplemental Term Lender (other than any
Supplemental Term Lender that has ceased to be a party to the Credit Agreement
pursuant to an Assignment and Acceptance).
SECTION 2. 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 6.01,
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 consent to the SOC Sale, and hereby waive
compliance by Holdings and the Borrower with the provisions of Section 6.05 of
the Credit Agreement to the extent (but only to the extent) necessary to permit
Holdings, the Borrower and its Subsidiaries to enter into the definitive
documentation in respect of the SOC Sale (the "SOC SALE DOCUMENTS") and to
consummate the SOC Sale.
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(c) The Required Lenders and the Requisite Term Lenders (as defined below)
hereby waive compliance by the Borrower with the provisions of Section 2.13(b)
of the Credit Agreement to the extent (but only to the extent) that such Section
would otherwise require the Borrower to prepay Term Loans with the Net Cash
Proceeds of the SOC Sale. For purposes of this Amendment, "REQUISITE TERM
LENDERS" shall mean Term Lenders under the Credit Agreement holding a majority
of the aggregate principal amount of outstanding Term Loans (prior to giving
effect to this Amendment and the making of the Supplemental Term Loans
hereunder).
(d) 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 the SOC Sale Documents and exercise its rights and perform its obligations
thereunder and capitalize its Subsidiaries, including by way of intercompany
loans, to the extent contemplated by this Section 2.
(e) The Required Lenders hereby consent to the Proposed Merger and hereby
waive compliance by Holdings, the Borrower and its Subsidiaries with the Loan
Documents (including Sections 6.05, 6.07 and 6.10 of the Credit Agreement and
applicable provisions of the Foreign Pledge Agreement referred to in clause (a)
of the definition of such term set forth in the Credit Agreement) to the extent
(but only to the extent) necessary to permit AMI Acquisition II and the Borrower
to enter into an agreement of merger in connection with the Proposed Merger and
to consummate the Proposed Merger and the Voting Interest Realignment.
(f) The Required Lenders hereby consent to the Collateral Agent and the
relevant Loan Parties entering into amendments, restatements or supplements to
the Foreign Pledge Agreements to the extent (but only to the extent) necessary
to secure the Supplemental Term Loans as additional obligations thereunder and
permit the Voting Interest Realignment and the other transactions contemplated
hereby.
SECTION 3. AMENDMENTS. (a) The definition of the term "Consolidated
Operating Income" set forth in Section 1.01 of the Credit Agreement is hereby
amended by inserting the phrase "or Flextronics Acquisition Transaction Costs"
at the end of clause (f) therein.
(b) The definition of the term "Excess Cash Flow" set forth in Section 1.01
of the Credit Agreement is hereby amended by inserting the phrase "and the
Flextronics Acquisition Transaction Costs" after the phrase "including the
Transaction Costs" in the parenthetical set forth in clause (b)(vi) therein.
(c) Section 1.01 of the Credit Agreement is hereby amended by adding the
following defined term in appropriate alphabetical order:
(i) ""FLEXTRONICS ACQUISITION TRANSACTION COSTS" shall mean
the fees and expenses paid by Holdings or the Borrower in
connection with the acquisition of the assets comprising the
mixed signal, peripheral imaging components and digital
businesses of Flextronics Semiconductor, Inc. and certain of its
Affiliates."
(d) Effective upon the making of the Supplemental Term Loans on the
Supplemental Term Loan Closing Date, the table appearing in Section 2.11 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
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Date Amount
---- ------
June 30, 2005 $ 525,000.00
September 30, 2005 $ 800,000.00
December 31, 2005 $ 800,000.00
March 31, 2006 $ 800,000.00
June 30, 2006 $ 800,000.00
September 30, 2006 $ 800,000.00
December 31, 2006 $ 800,000.00
March 31, 2007 $ 800,000.00
June 30, 2007 $ 800,000.00
September 30, 2007 $ 800,000.00
December 31, 2007 $ 800,000.00
March 31, 2008 $ 800,000.00
June 30, 2008 $ 800,000.00
September 30, 2008 $ 800,000.00
December 31, 2008 $ 800,000.00
March 31, 2009 $ 800,000.00
June 30, 2009 $ 800,000.00
September 30, 2009 $ 800,000.00
December 31, 2009 $ 800,000.00
March 31, 2010 $ 800,000.00
June 30, 2010 $ 800,000.00
September 30, 2010 $ 800,000.00
December 31, 2010 $ 800,000.00
March 31, 2011 $ 800,000.00
June 30, 2011 $ 800,000.00
September 30, 2011 $ 800,000.00
December 31, 2011 $ 800,000.00
Term Loan Maturity Date $298,675,000.00
---------------
TOTAL: $320,000,000.00
---------------
(e) The proviso appearing at the end of Section 2.13(d) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"; provided, however, that (i) the amount of such prepayment shall be
reduced to 25% of such Excess Cash Flow if the Senior Leverage Ratio at the
end of such fiscal year shall be less than 1.75 to 1.00, but greater than
or equal to 1.50 to 1.00, and (ii) such prepayment shall not be required if
the Senior Leverage Ratio at the end of such fiscal year shall be less than
1.50 to 1.00."
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(f) Section 6.05 of the Credit Agreement is hereby amended by deleting the
parenthetical "(or agree to do any of the foregoing at any future time)" from
both places it appears in the lead-in paragraph thereof.
SECTION 4. OTHER 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)(y) 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 2 hereof;
(c) no portion of any basket provided for in Section 6.05(a) of the Credit
Agreement shall be deemed utilized by the receipt of the Net Cash Proceeds from
the SOC Sale;
(d) in addition to investments, including intercompany loans, contemplated
by Section 2 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;
(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) contemporaneously with the closing of the SOC Sale, the assets sold
pursuant to the SOC Sale shall be deemed to have been automatically released
from the Liens created pursuant to the Security Documents, and the
Administrative Agent and the Collateral Agent are hereby authorized to take any
action deemed appropriate to effect the foregoing;
(g) contemporaneously with the consummation of the Proposed Merger, the
interests of AMI Acquisition and AMI Acquisition II in Emma shall be deemed to
have been automatically released from the Liens created pursuant to the Security
Documents, and the Administrative Agent and the Collateral Agent are hereby
authorized to take any action deemed appropriate to effect the foregoing;
(h) promptly following the consummation of the Proposed Merger, the
Borrower shall cause (x) the financial interests of AMI Acquisition in Emma to
be pledged to the Collateral Agent to secure the Obligations and (y) a power of
attorney to be issued to the Collateral Agent granting to the Collateral Agent
the authority to vote 65% of the voting interest in Emma, in each case pursuant
to a pledge agreement in form and substance reasonably satisfactory to the
Collateral Agent; and
(i) 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 "DSP Acquisition" consummated on or about November 12, 2004 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.
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SECTION 5. 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 (including the Supplemental Term Lenders), the
Administrative Agent and the Collateral Agent that, after giving effect to this
Amendment and the transactions contemplated hereby, (a) this Amendment has been
duly executed and delivered by Holdings, the Borrower and each Subsidiary
Guarantor, (b) 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 (with the reference to the "Transactions" in
Section 3.02 of the Credit Agreement being deemed for this purpose to include
the Acquisition and the other transactions contemplated hereby and the reference
in such Section to "including the borrowings hereunder" being deemed to include
the borrowings of the Supplemental Term Loans hereunder), and (c) no Default or
Event of Default has occurred and is continuing.
SECTION 6. CONDITIONS TO THE MAKING OF SUPPLEMENTAL TERM LOANS. The
obligations of the Supplemental Term Lenders to make Supplemental Term Loans are
subject to the satisfaction of the following conditions on the date, occurring
on or prior to November 1, 2005, of such Borrowing (such date, the "SUPPLEMENTAL
TERM LOAN CLOSING DATE"):
(a) The Administrative Agent shall have received a notice of the Borrowing
in respect of the Supplemental Term Loans that satisfies the requirements of
Section 2.03 of the Credit Agreement (with the reference to the Closing Date in
the first and second sentences thereof deemed to be a reference to the
Supplemental Term Loan Closing Date).
(b) The representations and warranties set forth in Article III of the
Credit Agreement and in each other Loan Document (including this Amendment)
shall be true and correct in all material respects on and as of the Supplemental
Term Loan Closing Date with the same effect as though made on and as of such
date, except to the extent such representations and warranties expressly relate
to an earlier date.
(c) (i) The Borrower and each other Loan Party shall be in compliance in
all material respects with all the terms and provisions set forth herein, in the
Credit Agreement and in each other Loan Document on its part to be observed or
performed on or prior to the Supplemental Term Loan Closing Date, (ii) the
Borrower shall be in Pro Forma Compliance after giving effect to the Acquisition
and the making of the Supplemental Term Loans and (iii) at the time of and
immediately after the making of the Supplemental Term Loans, no Event of Default
or Default shall have occurred and be continuing.
(d) The Administrative Agent shall have received, on behalf of itself and
the Lenders, a favorable written opinion of (i) Davis Polk & Wardwell, special
counsel for the Borrower, (ii) Darlene Gerry, Senior Vice President, General
Counsel and Secretary for Holdings and the Borrower and (iii) each local counsel
listed on Schedule II hereto, in each case (A) dated the Supplemental Term Loan
Closing Date, (B) addressed to the Administrative Agent and the Lenders and (C)
covering such matters relating to this Amendment and the transactions
contemplated hereby as the Administrative Agent shall reasonably request and in
form and substance reasonably satisfactory to the Administrative Agent, and
Holdings and the Borrower hereby request such counsel to deliver such opinions.
(e) All legal matters incident to this Amendment and to the Borrowing of
the Supplemental Term Loans shall be reasonably satisfactory to the Lenders and
to the Administrative Agent.
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(f) The Administrative Agent shall have received (i) an omnibus
certificate, dated the Supplemental Term Loan Closing Date and signed by the
Secretary or Assistant Secretary of each Loan Party, certifying that (A) except
as set forth on any schedule attached thereto, the certificate or articles of
incorporation (or other equivalent formation document) of such Loan Party
previously delivered on the Closing Date (or such later date on which such
person became a Loan Party) have not been amended since the date of such
delivery, (B) except as set forth on any schedule attached thereto, the by-laws
(or other equivalent organizational document) of such Loan Party as in effect
and delivered on the Closing Date (or such later date on which such person
became a Loan Party) have not been amended since the date of such delivery, (C)
attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors (or other equivalent governing body) of such Loan Party
authorizing the execution, delivery and performance of this Amendment and, in
the case of the Borrower, the Acquisition and the Borrowing of the Supplemental
Term Loans, and that such resolutions have not been modified, rescinded or
amended and are in full force and effect, (D) attached thereto is a certificate
as to the good standing of such Loan Party as of a recent date by the Secretary
of State (or other similar official) of the jurisdiction of its organization,
and (E) as to the incumbency and specimen signature of each officer executing
this Amendment, (ii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to clause (i) above, and (iii) such other documents as the
Lenders or the Administrative Agent may reasonably request.
(g) The Administrative Agent shall have received a certificate, dated the
Supplemental Term Loan Closing Date and signed by a Financial Officer of the
Borrower, confirming compliance with the conditions precedent set forth in
paragraphs (b) and (c) of this Section 6.
(h) The Administrative Agent shall have received, or shall receive
substantially simultaneously with the Borrowing of the Supplemental Term Loans
hereunder, all fees and other amounts due and payable on or prior to the
Supplemental Term Loan Closing Date, including, to the extent invoiced,
reimbursement or payment of all reasonable out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(i) The Security Documents shall be in full force and effect on the
Supplemental Term Loan Closing Date, and each document (including each Uniform
Commercial Code financing statement and each recordation of modifications to the
Mortgages reflecting, among other things, the making of the Supplemental Term
Loans) required by law or reasonably requested by the Collateral Agent to be
filed, registered or recorded in order to create or continue in favor of the
Collateral Agent, for the benefit of the Secured Parties, a valid, legal and
perfected first-priority Lien on, and security interest in, the Collateral
(subject to any Liens expressly permitted by Section 6.02 of the Credit
Agreement) shall have been delivered to the Collateral Agent. The Pledged
Collateral (as defined in the Guarantee and Collateral Agreement) shall be duly
and validly pledged under the Guarantee and Collateral Agreement to the
Collateral Agent, for the benefit of the Secured Parties, and certificates
representing such Pledged Collateral, accompanied by instruments of transfer and
stock powers endorsed in blank, shall have been delivered to the Collateral
Agent.
(j) The Collateral Agent shall have received a certificate, dated the
Supplemental Term Loan Closing Date and signed by a Responsible Officer of the
Borrower, certifying that, except as set forth on any schedule attached thereto,
the information set forth in the Perfection Certificate delivered to the
Administrative Agent on the Closing Date is complete, correct and accurate as of
the Supplemental Term Loan Closing Date.
(k) The Acquisition shall have been consummated substantially
simultaneously with the Borrowing of the Supplemental Term Loans in accordance
with applicable law and the Purchase
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Agreements (without giving effect to any modification or waiver of any material
term or condition thereof not approved by the Administrative Agent).
(l) Immediately after giving effect to this Amendment and the transactions
contemplated hereby, Holdings, the Borrower and the Subsidiaries shall have
outstanding no Indebtedness or preferred stock other than (a) the Loans and
other extensions of credit under the Credit Agreement (including the
Supplemental Term Loans) and (b) other Indebtedness permitted by the Credit
Agreement.
(m) The Administrative Agent shall have received the audited consolidated
statement of net assets acquired, statement of revenues and direct and allocated
expense and the related cash flows, including footnotes, of Flextronics
Semiconductor, Inc. for the fiscal year ended March 31, 2005.
(n) The Administrative Agent shall have received an unaudited pro forma
consolidated balance sheet and related pro forma consolidated statement of
income of Holdings and its Subsidiaries as of and for the twelve-month period
ending on the last day of the most recently completed four-fiscal-quarter period
for which financial statements have been delivered pursuant to the Credit
Agreement, prepared after giving effect to the Acquisition and the other
transactions contemplated hereby as if the Acquisition and such other
transactions had occurred as of such date (in the case of such balance sheet) or
at the beginning of such period (in the case of such income statement), which
financial statements shall not be materially inconsistent with the forecasts
previously provided to the Administrative Agent.
(o) All requisite material governmental authorities and material third
parties shall have approved or consented to the Acquisition and the other
transactions contemplated hereby to the extent required, all applicable appeal
periods shall have expired and there shall be no litigation, governmental,
administrative or judicial action, actual or threatened, that could reasonably
be expected to restrain, prevent or impose materially burdensome conditions on
the Acquisition or the other transactions contemplated hereby.
(p) This Amendment shall have become effective in accordance with Section 7
below.
SECTION 7. EFFECTIVENESS. This Amendment shall become effective as of the
date first written above on the date on which the Administrative Agent (or its
counsel) shall have received counterparts of this Amendment that, when taken
together, bear the signatures of (i) the Borrower, (ii) Holdings, (iii) each
Subsidiary Guarantor, (iv) the Required Lenders, (v) the Requisite Term Lenders
and (vi) each Supplemental Term Lender.
SECTION 8. 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
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constitute a "Loan Document" for all purposes of the Credit Agreement and the
other Loan Documents.
SECTION 9. 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 10. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 11. HEADINGS. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 12. 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.
SECTION 13. REAFFIRMATION OF GUARANTIES AND SECURITY DOCUMENTS. Each
Guarantor (and, to the extent applicable, the Borrower), by its signature below,
hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the
Guarantee and Collateral Agreement and each of the other Security Documents
continue to be in full force and effect, (b) affirms and confirms its guaranty
of all of the Obligations and the pledge of and/or grant of a security interest
in its assets as Collateral to secure such Obligations, all as provided in the
Guarantee and Collateral Agreement and the other Security Documents as
originally executed, and acknowledges and agrees that such guaranty, pledge
and/or grant continue in full force and effect in respect of, and to secure, the
Obligations under the Credit Agreement, as amended hereby, and the other Loan
Documents, and that such Obligations shall include all Obligations in respect of
the Supplemental Term Loans, and (c) affirms and confirms that all the
representations and warranties made by or relating to it contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects on and as of the Supplemental Term Loan Closing Date with the same
effect as though made on and as of the Supplemental Term Loan Closing Date,
except to the extent such representations and warranties expressly relate to an
earlier date.
[Remainder of this page intentionally left blank]
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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: Senior Vice President,
Chief Financial Officer
AMIS HOLDINGS, INC.,
By /s/ DAVID A. HENRY
-------------------------------------
Name: David A. Henry
Title: Senior Vice President,
Chief Financial Officer
AMI ACQUISITION LLC,
By /s/ DAVID A. HENRY
-------------------------------------
Name: David A. Henry
Title: Secretary
AMI ACQUISITION II LLC,
By /s/ DAVID A. HENRY
-------------------------------------
Name: David A. Henry
Title: Secretary
AMIS FOREIGN HOLDINGS INC.,
By /s/ DAVID A. HENRY
-------------------------------------
Name: David A. Henry
Title: President
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CREDIT SUISSE, CAYMAN ISLANDS BRANCH
(formerly known as Credit Suisse First
Boston, acting through its Cayman
Islands Branch), individually and as
Administrative Agent and Collateral
Agent,
By /s/ VANESSA GOMEZ
-------------------------------------
Name: Vanessa Gomez
Title: Vice President
By /s/ DOREEN BARR
-------------------------------------
Name: Doreen Barr
Title: Associate
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: ATM Floating Rate Fund
By: INVESCO Senior Secured
Management, Inc.
As Sub-Advisor
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: ARES ENHANCED LOAN
INVESTMENT STRATEGY, LTD.
By: Ares Enhanced Loan Management, L.P.,
Investment Manager
By: Ares Enhanced Loan GP, LLC
Its general partner
By /s/ SETH J. BRUFSKY
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Ares VIII CLO Ltd.
By: Ares CLO Management VIII, L.P.,
Investment Manager
By: Ares CLO GP VIII, LLC
Its general partner
By /s/ SETH J. BRUFSKY
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: 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 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: 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
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Ares IX CLO Ltd.
By: Ares CLO Management IX, L.P.,
Investment Manager
By: Ares CLO GP IX, LLC
Its general partner
By /s/ SETH J. BRUFSKY
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Atrium Funding LLP
By /s/ DAVID B. LERNER
-------------------------------------
Name: David B. Lerner
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Atrium Funding IV
By /s/ DAVID B. LERNER
-------------------------------------
Name: David B. Lerner
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1
CONSENT, WAIVER AND AGREEMENT DATED AS
OF AUGUST 19, 2005, TO THE AMI
SEMICONDUCTOR, INC. CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Avalon Capital LTD 3
By: INVESCO Senior Secured Management,
Inc.
As Asset Manager
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Ballyrock CLO III
Limited
By: BALLYROCK Investment Advisors LLC
As Collateral Manager
By /s/ LISA RYMUT
-------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Bank of America, N.A.
By /s/ LEE A. MERKLE-RAYMOND
-------------------------------------
Name: Lee A. Merkle-Raymond
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Blue Square Funding
Limited Series 3
By /s/ ALICE L. WAGNER
-------------------------------------
Name: Alice L. Wagner
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Centaurus Loan Trust
By: Nomura Corporate Research and
Asset Management, Inc.
As Investment Advisor
By /s/ ELIZABETH MACLEAN
-------------------------------------
Name: Elizabeth MacLean
Title: Director
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Charter View Portfolio
By: INVESCO Senior Secured
Management, Inc.
As Investment Advisor
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Clydesdale
Strategic CLO I, Ltd.
By: Nomura Corporate Research and
Asset Management, Inc.
As Collateral Manager
By /s/ ELIZABETH MACLEAN
-------------------------------------
Name: Elizabeth MacLean
Title: Director
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Diversified Credit
Portfolio LTD
By: INVESCO Senior Secured
Management, Inc.
As Investment Adviser
By /s/ JOSEPH ROTONDO
-------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Eagle Loan Trust
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Eaton Vance
Floating-Rate 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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Eaton Vance Limited
Duration Income Fund
By: Eaton Vance Management
As Investment Adviser
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Eaton Vance Senior
Floating-Rate 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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Eaton Vance Short
Duration Diversified 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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: ELF Funding Trust I
By: Highland Capital Management, L.P.,
as Collateral Manager
By: Strand Advisors, Inc., Its General
Partner
By /s/ DAVID W. LANCELOT
-------------------------------------
Name: David W. Lancelot
Title: Treasurer Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Fidelity Advisor Series
II: Fidelity Advisor Floating Rate High
Income Fund
By /s/ JOHN H. COSTELLO
-------------------------------------
Name: John H. Costello
Title: Assistant Treasurer
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Fidelity Central
Investment Portfolios LLC: Fidelity
Floating Rate Central Investment
Portfolio
By /s/ JOHN H. COSTELLO
-------------------------------------
Name: John H. Costello
Title: Assistant Treasurere
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: First Dominion Funding
II
By /s/ DAVID H. LERNER
-------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp,
Its Collateral Manager
By /s/ W. JEFFREY BAXTER
-------------------------------------
Name: W. Jeffrey Baxter
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: General Electric Capital
Corporation
By /s/ ROBERT KADLICK
-------------------------------------
Name: Robert Kadlick
Title: Duly Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: INVESCO EUROPEAN CDO
I S.A.
By: INVESCO Senior Secured Management,
Inc.
As Collateral Manager
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: KeyBank National
Association
By /s/ ROBERT W. BOSWELL
-------------------------------------
Name: Robert W. Boswell
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: KZH Soleil-2 LLC
By /s/ SUSAN LEE
-------------------------------------
Name: Susan Lee
Title: Authorized Agent
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Lehman Commercial Paper
Inc.
By /s/ V. PAUL ARZOULAN
-------------------------------------
Name: V. Paul Arzoulan
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Loan Funding IX LLC,
for itself or as agent for Corporate
Loan Funding IX LLC
By: INVESCO Senior Secured Management,
Inc. As Portfolio Manager
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Loan Star State Trust
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its Investment Advisor
By /s/ DAVID W. LANCELOT
-------------------------------------
Name: David W. Lancelot
Title: Treasurer Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Madison Park Funding
By /s/ DAVID H. LERNER
-------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: NCRAM Loan Trust
By: Nomura Corporate Research and Asset
Management Inc. As Investment Adviser
By /s/ ELIZABETH MACLEAN
-------------------------------------
Name: Elizabeth MacLean
Title: Director
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: North Fork Business
Capital Corp
By /s/ RON WALKER
-------------------------------------
Name: Ron Walker
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Robson Trust
By /s/ DAVID H. LERNER
-------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Sagamore CLO LTD.
By: INVESCO Senior Secured Management,
Inc.
As Collateral Manager
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Saratorga CLO I, Limited
By: INVESCO Senior Secured Management,
Inc.
As Asset Manager
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Senior Loan Fund
Senior Loan Portfolio
By /s/ TOM COLWELL
-------------------------------------
Name: Tom Colwell
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Sequils-Liberty, Ltd.
By: INVESCO Senior Secured Management,
Inc. As Collateral Sanager
By /s/ JOSEPH ROTONDO
-------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Stanfield Vantage CLO,
Ltd.
By: Stanfield Capital partners, LLC
As its Asset Manager
By /s/ CHRISTOPHER E. JANSEN
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Sumitomo Mitsui Banking
Corporation
By /s/ YOSHIHIRO HYAKUTOME
-------------------------------------
Name: Yoshihiro Hyakutome
Title: Joint General Manager
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Sun Life Assurance
Company of Canada (US)
By: GSO Capital Partners LP as
Sub-Advisor
By /s/ MELISSA MARANO
-------------------------------------
Name: Melissa Marano
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: The Norinchukin Bank,
New York Branch, through State Street
Bank and Trust Company N.A. as
Fiduciary Custodian
By: Eaton Vance Management,
Attorney-in-fact
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: TRS Callisto LLC
By /s/ ALICE L. WAGNER
-------------------------------------
Name: Alice L. Wagner
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Union Bank of
California, N.A.
By /s/ ALLAN B. MINER
-------------------------------------
Name: Allan B. Miner
Title: Vice President
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: US 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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Van Kampen Senior Income
Trust
By: Van Kampen Asset Management
By /s/ CHRISTINA JAMIESON
-------------------------------------
Name: Christina Jamieson
Title: Executive Director
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Van Kampen Senior Loan
Fund
By: Van Kampen Asset Management
By /s/ CHRISTINA JAMIESON
-------------------------------------
Name: Christina Jamieson
Title: Executive Director
SIGNATURE PAGE TO AMENDMENT
NO. 1 CONSENT, WAIVER AND AGREEMENT
DATED AS OF AUGUST 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Wells Fargo Bank,
National Association
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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Windsor Loan Funding,
Limited
By: Stanfield Capital Partners LLC
As its Investment 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 19, 2005, TO
THE AMI SEMICONDUCTOR, INC.
CREDIT AGREEMENT
DATED AS OF APRIL 1, 2005
Name of Lender: Zions First National
Bank
By /s/ RANDY QUINN
-------------------------------------
Name: Randy Quinn
Title: Senior Vice President
SCHEDULE I
TO AMENDMENT NO. 1
Supplemental Term Lenders and Commitments
SUPPLEMENTAL TERM LOAN
SUPPLEMENTAL TERM LENDER COMMITMENT
- ------------------------ ----------------------
Credit Suisse $110,000,000.00
---------------
TOTAL COMMITMENT: $110,000,000.00
===============
SCHEDULE II
TO AMENDMENT NO. 1
Local Counsel
1. Hawley Troxell Ennis & Hawley LLP, special Idaho counsel
2. Any foreign local counsel opinion reasonably requested by the
Administrative Agent