CERTIFICATION LANGUAGE. I, the undersigned, being a director of MagnaChip Semiconductor Limited, do hereby certify that this document is a true and complete copy of its original.
CERTIFICATION LANGUAGE. I, the undersigned, being a director of MagnaChip Semiconductor Limited, do hereby certify that this document is a true and complete copy of its original. [Name] Date: MAGNACHIP SEMICONDUCTOR, LTD., a Taiwan company By: Name: Title: MAGNACHIP SEMICONDUCTOR B.V. By: Name: Title: MAGNACHIP SEMICONDUCTOR HOLDING COMPANY LIMITED, a British Virgin Islands company By: Name: Title: IC MEDIA INTERNATIONAL CORPORATION, a Cayman Islands company By: Name: Title: IC MEDIA TECHNOLOGY CORPORATION, a Taiwan company By: Name: Title: UBS SECURITIES LLC, as Arranger, Syndication Agent and Documentation Agent By: Name: Title: By: Name: Title: UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent By: Name: Title: By: Name: Title: UBS LOAN FINANCE LLC, as Swingline Lender By: Name: Title: By: Name: Title: KOREA EXCHANGE BANK By: Name: Title: XXXXXXX SACHS CREDIT PARTNERS L.P. By: Name: Title: CITICORP NORTH AMERICA, INC. By: Name: Title: JPMORGAN CHASE BANK N.A. By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS By: Name: Title: I, [ ], the [chief financial officer/principal accounting officer/treasurer/controller] of MagnaChip Semiconductor S.A. and MagnaChip Semiconductor Finance Company (in such capacity and not in my individual capacity), with respect to that certain Credit Agreement dated as of December 23, 2004, among MagnaChip Semiconductor S.A. and MagnaChip Semiconductor Finance Company, as Borrowers, MagnaChip Semiconductor LLC, Subsidiary Guarantors parties thereto, the Lenders from time to time parties thereto (the “Lenders”), UBS AG, Stamford Branch, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, as collateral agent for the Secured Parties and the other agents named therein, UBS Securities LLC, as lead arranger, as documentation agent and as syndication agent, UBS Loan Finance LLC, as swingline lender, Korea Exchange Bank, as issuing bank (as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the respective meanings given to them in Article I of the Credit Agreement), hereby:
CERTIFICATION LANGUAGE. I, the undersigned, being a director of MagnaChip Semiconductor Limited, do hereby certify that this document is a true and complete copy of its original. [Name] Date: UBS AG, STAMFORD BRANCH, as Credit Agreement Agent By: Name: Title: By: Name: Title: UBS AG, STAMFORD BRANCH,, as Priority Lien Collateral Agent By: Name: Title: By: Name: Title: THE BANK OF NEW YORK, as Parity Lien Collateral Agent By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee By: Name: Title: The undersigned, , a , hereby agrees to become party as [a Pledgor] [a Parity Lien Representative] [a Priority Lien Representative] under the Intercreditor Agreement dated as of December 23, 2004 (the “Intercreditor Agreement”) among MAGNACHIP SEMICONDUCTOR S.A., a société anonyme, organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 00, xxx xx Xxxxxxx, X-0000 Xxxxxxxxxx, Grand Duchy of Luxembourg, registered with the Luxembourg Register of commerce and companies under the number B 97,483, MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation, the Pledgors from time to time party thereto, UBS AG, STAMFORD BRANCH, as Credit Agreement Agent (as defined therein) and as Priority Lien Collateral Agent (as defined therein), The Bank of New York, as Trustee (as defined therein) and as Parity Lien Collateral Agent (as defined therein), and U.S. Bank National Association, as Collateral Trustee (as defined therein), as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof. The provisions of Article 6 of the Intercreditor Agreement will apply with like effect to this Joinder.
CERTIFICATION LANGUAGE. I, the undersigned, being a director of MagnaChip Semiconductor Limited, do hereby certify that this document is a true and complete copy of its original. [Name] Date: MAGNACHIP SEMICONDUCTOR, LTD., a Taiwan company By: Name: Title: MAGNACHIP SEMICONDUCTOR B.V. By: Name: Title: UBS SECURITIES LLC, as Arranger, Syndication Agent and Documentation Agent By: Name: Title: By: Name: Title: UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent By: Name: Title: By: Name: Title: UBS LOAN FINANCE LLC, as Swingline Lender By: Name: Title: By: Name: Title: KOREA EXCHANGE BANK By: Name: Title: GXXXXXX SXXXX & CO By: Name: Title: [CITIGROUP GLOBAL MARKETS INC.] By: Name: Title: JPMORGAN CHASE BANK N.A. By: Name: Title: DEUTSCHE BANK By: Name: Title: Level I £2.0:1.0 1.75 % 0.75 % Level II >2.0:1.0 but £3.0:1.0 2.00 % 1.00 % Level III >3.0:1.0 2.50 % 1.50 % Each change in the Applicable Margin or Applicable Fee resulting from a change in the Total Leverage Ratio shall be effective with respect to all Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a) or (b), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, (i) the Total Leverage Ratio shall be deemed to be in Level II from the Closing Date to the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a) or (b) for the fiscal period ended at least six months after the Closing Date, (ii) the Total Leverage Ratio shall be deemed to be in Level III at any time during which Borrower has failed to deliver the financial statements and certificates required by Section 5.01(a) or (b), respectively, and at any time during the existence of an Event of Default. The following schedules and exhibits to the Agreement have been omitted from this Exhibit 10.2:
