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EXHIBIT 4.13
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of March 9, 2001 (this "Amendment"), between
CANADIAN IMPERIAL HOLDINGS INC., a Delaware corporation (the "Investor"), and
ASM INTERNATIONAL N.V., a corporation organized under the laws of the Kingdom of
the Netherlands (the "Company").
The Investor and the Company are parties to a Registration Rights
Agreement, dated as of July 6, 2000 (as amended, supplemented, restated or
modified from time to time, the "Agreement"), providing, subject to the terms
and conditions thereof, for the registration of certain shares of common stock
by the Company for purchase by the Investor. The Investor and the Company wish
to modify the Agreement in certain respects and, accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment,
terms defined in the Agreement are used herein as defined therein.
Section 2. Amendment. Subject to the satisfaction of the condition
precedent specified in Section 4 below, but effective as of the date hereof, the
Agreement shall be amended as follows:
2.01. The first Whereas clause of the Agreement shall be amended in its
entirety to read as follows:
"WHEREAS, pursuant to that certain Equity Line Financing
Agreement by and between the Company and the Investor (the 'Agreement'), the
parties desire that, upon the terms and subject to the conditions contained
herein, the Company may issue to the Investor, and, subject to the terms and
conditions thereof, the Investor shall purchase from the Company, from time to
time as provided in the Agreement, shares of the Company's common stock, par
value Nlg. 0.01 per share (the 'Common Stock'), for a maximum aggregate
purchase price equal to the Maximum Offering Amount as defined in the Agreement
(the Common Stock to be purchased thereunder, the 'Common Stock')";
2.02. Section 2(a) of the Agreement shall be amended in its entirety to
read as follows:
"(a) Subject to the terms and conditions of this Rights
Agreement, the Company shall file with the Commission (i) no later than
March 9, 2001, an appropriate registration statement on Form F-3 (or
any successor or other appropriate form) under the Securities Act for
the registration of the Common Stock (the 'Registration Statement')
which Registration Statement shall have been declared effective by the
Commission no later than April 23, 2001. Furthermore, at the time of
filing of the Registration Statement, the Company shall file (A) such
blue sky filings as shall have been requested by the Investor; and (B)
any required filings with the National Association of Securities
Dealers, Inc. or exchange or market where the Common Stock is traded.
The Company shall use its best efforts to have all filings declared
effective as promptly as practicable."
2.03. Section 2(b) of the Agreement shall be amended in its entirety to
read as follows:
"(b) (i) If the Company (A) fails to file the Registration
Statement complying with the requirements of this Rights Agreement by
March 9, 2001 or if the Registration Statement has not become effective
on or before April 23, 2001, the Investor shall have, in addition to
and without limiting any other rights it may have at law, in equity or
under the Agreement, or this Rights Agreement (including the right to
specific performance),
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the right to receive, as liquidated damages, the payments as provided
in subparagraph (ii) of this section.
(ii) In the event the Registration Statement is not
deemed effective on or before April 23, 2001, the Company shall pay to
the Investor an amount equal to: (A) 0.75% of the Loan Amount per month
(on a pro-rated basis) if the Registration Statement becomes effective
anytime between April 23, 2001 and June 7, 2001 and (B) 1.0% of the
Loan Amount per month (on a pro-rated basis) if the Registration
Statement becomes effective anytime after June 7, 2001."
Section 3. Conditions Precedent. As provided in Section 2 above, the
amendments to the Agreement set forth in said Section 2 shall become effective,
as of the date hereof, upon the execution and delivery of this Amendment by the
Investor and the Company.
Section 4. Miscellaneous. Except as herein provided, the Agreement
shall remain unchanged and in full force and effect. This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Amendment by signing any such counterpart. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
ASM INTERNATIONAL N.V.
By_________________________________
Name: ____________________________
Title: ____________________________
CANADIAN IMPERIAL HOLDINGS INC.
By_________________________________
Xxxx Xxxxx
Executive Director
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