Exhibit 10.1.1
AMENDMENT NO. 1 dated as of March 13, 2001 (this
"Amendment"), to the CREDIT AGREEMENT dated as of August 5, 1999,
as amended and restated as of June 30, 2000 (the "Credit
Agreement"), among CHIPPAC INTERNATIONAL COMPANY LIMITED, a
British Virgin Islands company (the "Company"), CHIPPAC, INC., a
Delaware corporation ("ChipPAC"), the Lenders (as defined
therein) and CREDIT SUISSE FIRST BOSTON, a bank organized under
the laws of Switzerland, acting through its New York branch
("CSFB"), as administrative agent (in such capacity, the
"Administrative Agent"), as sole lead arranger (in such capacity,
the "Sole Lead Arranger") and as collateral agent (in such
capacity, the "Collateral Agent") for the Administrative Agent
and the Lenders.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank
have extended, and have agreed to extend, credit to the Company.
B. ChipPAC and the Company have requested that the Credit Agreement be
amended as provided herein. The Required Lenders are willing to amend the
Credit Agreement pursuant to the terms and subject to the conditions set forth
herein.
C. 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. Amendment to Section 1. Section 1.1 of the Credit Agreement is
hereby amended as follows:
(a) The definition of the term "Consolidated Capital Expenditures" is
hereby amended by replacing the words "and/or" with "," before the words
"the Intel Preferred Stock" and adding the words "and/or the Qualcomm
Equity Investment" after the words "the Intel Preferred Stock".
(b) The following definition of the term "Qualcomm Equity Investment"
is hereby inserted in the appropriate alphabetical order therein:
""Qualcomm Equity Investment" means the investment by ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ in the common stock of ChipPAC for an aggregate cash
consideration of $25,000,000 made on August 8, 2000."
SECTION 2. Amendment to Section 6. Section 6.1(iv) is hereby
amended by adding the words "or the Qualcomm Equity
Investment" after the words "or the Intersil Unspent
Amount".
SECTION 3. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, the Company and ChipPAC
represent and warrant to each of the Lenders that, after giving effect
to this Amendment, (a) the representations and warranties set forth in
Section 5 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 4. Effectiveness. This Amendment shall become effective
as of the date first written above on the date on which the
Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of the
Company, the Guarantors, the Required Lenders and the Administrative
Agent.
SECTION 5. 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 Issuing Bank 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.
SECTION 6. 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 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 9. Acknowledgment of Guarantors. Each of the Guarantors
hereby acknowledges receipt and notice of, and consents to the terms
of, this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first above written.
CHIPPAC INTERNATIONAL COMPANY LIMITED,
by______________________________
Name:
Title:
CHIPPAC, INC.,
by______________________________
Name:
Title:
CHIPPAC KOREA COMPANY LTD.,
by______________________________
Name:
Title:
CHIPPAC LIQUIDITY MANAGEMENT
HUNGARY LIMITED LIABILITY COMPANY,
by______________________________
Name:
Title:
CHIPPAC LUXEMBOURG S.A.R.L.,
by______________________________
Name:
Title:
CHIPPAC (BARBADOS) LTD.,
by____________________________
Name:
Title:
CHIPPAC LIMITED,
by____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON, individually, and as
Administrative Agent and an Issuing Bank,
by____________________________
Name:
Title:
by____________________________
Name:
Title:
SIGNATURE PAGE TO
AMENDMENT NO. 1
DATED AS OF MARCH
13, 2001, TO THE
CHIPPAC CREDIT
AGREEMENT DATED
AS OF AUGUST 5,
1999, AS AMENDED
AND RESTATED AS
OF JUNE 30, 2000
NAME OF INSTITUTION:____________________
by__________________
Name:
Title: