changes in general economic and business conditions and in the semiconductor industry in particular

EX-10.1 4 v02869exv10w1.txt EXHIBIT 10.1 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