EXHIBIT 10.2
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GLOBAL ASSIGNMENT AND ACCEPTANCE AND AMENDMENT
dated as of February 20, 2001,
relating to the
CREDIT AGREEMENT
dated as of December 21, 2000,
among
AMI SEMICONDUCTOR, INC.,
AMI HOLDINGS, INC.,
THE LENDERS PARTY THERETO
and
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent, Collateral Agent,
Sole Book Manager and Sole Lead Arranger
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▇▇ ▇▇▇▇▇▇, a division of Chase Securities Inc.,
as Syndication Agent
FLEET NATIONAL BANK,
as Documentation Agent
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[CS&M Ref No. 5865-111]
GLOBAL ASSIGNMENT AND ACCEPTANCE AND
AMENDMENT dated as of February 20, 2001 (this
"Agreement"), among AMI SEMICONDUCTOR, INC., a
Delaware corporation (as the surviving corporation of
the merger of AMI Merger Company, Inc. and AMI
Spinco, Inc., the "Borrower"), AMI HOLDINGS, INC., a
Delaware corporation ("Holdings"), the LENDERS listed
on the signature pages hereof under the captions
"Existing Lenders" (the "Existing Lenders") and
"Additional Lenders" (the "Additional Lenders" and,
together with the Existing Lenders, the "Lenders"),
and CREDIT SUISSE FIRST BOSTON, a bank organized
under the laws of Switzerland, acting through its New
York branch, as administrative agent (in such
capacity, the "Administrative Agent") and collateral
agent (in such capacity, the "Collateral Agent") for
the Lenders and as the issuing bank (in such
capacity, the "Issuing Bank").
A. The Borrower, Holdings, the Existing Lenders, the Administrative
Agent, the Collateral Agent and the Issuing Bank are parties to a Credit
Agreement dated as of December 21, 2000 (the "Credit Agreement").
B. The Existing Lenders wish to assign a portion of their interests in
the outstanding Loans, Letters of Credit and Revolving Credit Commitments under
the Credit Agreement to the Additional Lenders; the Additional Lenders are
willing to accept such assignments and the Borrower, the Administrative Agent
and the Issuing Bank are willing to consent to such assignments.
C. The Borrower and Holdings have requested that the Credit Agreement
be amended as provided herein.
D. 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 hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendment. The definition of the term "Capital Expenditures"
set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting
the number "$29,711,000" contained therein and replacing it with the number
"$21,331,000".
SECTION 3. Assignments. (a) On and as of the Effective Date (as defined
in Section 9 below), each of the Existing Lenders and Additional Lenders shall
sell, assign and transfer, or purchase and assume, as the case may be, such
interests in (i) the Revolving Credit Commitments, (ii) the outstanding Loans
and (iii) the participations in the Letters of Credit, in each case, outstanding
immediately prior to the Effective Date, as shall be necessary in order that,
after giving effect to all such assignments and purchases, each Additional
Lender shall hold (i) an outstanding Term Loan in the aggregate principal amount
(if any) set forth on its Counterpart Signature Page hereto and (ii) a Revolving
Credit Commitment, including a ratable
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share of the outstanding Revolving Loans and participations in outstanding
Letters of Credit, in the aggregate amount (if any) set forth on its Counterpart
Signature Page hereto. Each Lender purchasing interests of any type under this
Section 3 shall be deemed to have purchased such interests from each Existing
Lender selling interests of such type ratably in accordance with the amounts of
such interests sold by them. The assignments and purchases provided for in this
Section 3 shall be without recourse, warranty or representation, except that
each Existing Lender (as assignor) and each Additional Lender (as assignee)
hereby makes and agrees to be bound by the applicable representations,
warranties and agreements set forth in Section 9.04(c) of the Credit Agreement,
a copy of which has been received by each such party. The purchase price for
each such assignment and purchase shall equal the principal amount of the Loans
purchased.
(b) On the Effective Date, (i) each Additional Lender shall pay the
purchase price for the interests purchased by it pursuant to paragraph (a) above
by wire transfer of immediately available funds to the Administrative Agent, not
later than 12:00 (noon), New York City time, and (ii) the Administrative Agent
shall promptly pay to each Existing Lender, out of the amounts received by the
Administrative Agent from each Additional Lender pursuant to clause (i) of this
paragraph (b), the purchase price for the interests assigned by it pursuant to
paragraph (a) above by wire transfer of immediately available funds.
(c) Each of the Borrower, the Administrative Agent and the Issuing Bank
hereby consents to the assignments and purchases provided for in paragraphs (a)
and (b) above. From and after the Effective Date, (i) each Additional Lender
shall be a party to and be bound by the provisions of the Credit Agreement and,
to the extent of the interests assigned hereunder, shall have all the rights and
obligations of a Lender under the Credit Agreement and the other Loan Documents,
and (ii) each Existing Lender shall, to the extent of the interests assigned
hereunder, relinquish its rights and be released from its obligations under the
Credit Agreement and the other Loan Documents. Notwithstanding the foregoing,
all interest on the outstanding Loans accrued to but excluding the Effective
Date, and all Commitment Fees and L/C Participation Fees accrued to but
excluding the Effective Date, shall be for the account of the Existing Lenders,
even if paid on or after the Effective Date.
SECTION 4. Delivery of Forms. This Agreement is being delivered to the
Administrative Agent and the Borrower together with (a) if any Additional Lender
is organized under the laws of a jurisdiction outside the United States, the
forms required by Section 2.20(e) of the Credit Agreement, duly completed and
executed by such Additional Lender, and (b) if any Additional Lender is not
already a Lender under the Credit Agreement, an Administrative Questionnaire.
SECTION 5. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Notices. All notices hereunder shall be given in accordance
with the provisions of Section 9.01 of the Credit Agreement. All notices to each
Additional Lender hereunder or under the Credit Agreement or the other Loan
Documents shall be given to it at the address listed in the Administrative
Questionnaire delivered pursuant to Section 4 above.
SECTION 7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when taken together shall constitute but one
contract, and shall become effective as provided in Section 9 hereof. Delivery
of an executed signature page to
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this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart hereof.
SECTION 8. Headings. The headings and cover page of this Agreement are
for convenience of reference only, are not part of this Agreement and are not to
be taken into consideration in interpreting this Agreement.
SECTION 9. Effectiveness; Several Obligations. This Agreement shall
become effective as of February 20, 2001 (the "Effective Date"), on the date
that the Administrative Agent shall have received counterparts of this Agreement
which, when taken together, bear the signatures of the Borrower, Holdings, each
Existing Lender, the Administrative Agent, the Issuing Bank and, with respect to
each Additional Lender, such Additional Lender. This Agreement shall be
construed as a separate agreement with respect to each Additional Lender and may
be amended, modified, supplemented, waived or released with respect to any
Additional Lender without the consent of any other Additional Lender. The
obligations of the Lenders hereunder are several and not joint.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
AMI SEMICONDUCTOR, INC.,
by ______________________________________
Name:
Title:
AMI HOLDINGS, INC.,
by ______________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
individually and as Administrative Agent,
Collateral Agent, and Issuing Bank,
by ______________________________________
Name:
Title:
by ______________________________________
Name:
Title:
Existing Lenders
CREDIT SUISSE FIRST BOSTON,
by ______________________________________
Name:
Title:
by ______________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
by ______________________________________
Name:
Title:
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COUNTERPART SIGNATURE PAGE TO GLOBAL
ASSIGNMENT AND ACCEPTANCE AND AMENDMENT
DATED AS OF FEBRUARY 20, 2001, RELATING
TO THE AMI SEMICONDUCTOR, INC. CREDIT
AGREEMENT DATED AS OF DECEMBER 21, 2000
Additional Lender:
_________________________________________
by ______________________________________
Name:
Title:
Assigned Interests
Revolving Credit Commitment: $[ ] Outstanding Revolving Loans: $ 0.00
Percentage of Total Revolving Outstanding Term Loans: $[ ]
Credit Commitment: [ ]%
Purchase Price of Assigned
Interests: $[ ]