1
Exhibit 10.2
AMENDMENT
SYNDICATED CREDIT FACILITIES AGREEMENT
THIS AGREEMENT is made on 2 May 2001
BETWEEN
(A) SILICON MANUFACTURING PARTNERS PTE LTD., as borrower ("BORROWER");
(B) ABN AMRO BANK NV, SINGAPORE BRANCH, CITIBANK, N.A., SINGAPORE BRANCH and
OVERSEAS UNION BANK LIMITED, as lead arrangers;
(C) THE LENDERS (as defined in the Original Facilities Agreement);
(D) CITICORP INVESTMENT BANK (SINGAPORE) LIMITED, as facility agent (the
"FACILITY AGENT") and CITICORP INVESTMENT BANK (SINGAPORE) LIMITED, as
security agent (the "SECURITY AGENT"); and
(E) CSM and LTM (in each case, as defined in the Original Facilities
Agreement).
WHEREAS
(1) Pursuant to the syndicated facilities agreement dated 3 September, 1999 and
the supplemental agreement dated 20 July, 2000 (the "SUPPLEMENTAL
AGREEMENT") made between the Borrower and the financial institutions listed
therein as Lenders (collectively, the "ORIGINAL FACILITIES AGREEMENT"), the
Lenders have agreed to make available to the Borrower certain credit
facilities upon the terms and subject to the conditions set out therein and
the shareholders undertaking dated 3 September 1999 by the Borrower, CSM
and LTM in favour of the Security Agent (the "SHAREHOLDERS UNDERTAKING").
(2) Prior to the Transfer Date (as defined below), Lucent Technologies
International Inc. ("LTI"), a subsidiary of Lucent Technologies Inc., a US
corporation ("LUCENT"), continues to own a majority interest in LTM, and
LTM owns a 51% interest in the Borrower.
(3) The Original Facilities Agreement requires LTI to continue to hold directly
or indirectly a majority interest in LTM.
(4) Lucent has on the Transfer Date transferred (the "TRANSFER") the assets and
liabilities of its Microelectronics group into an independent company,
known as Agere Systems Inc. ("AGERE").
(5) In connection with the Transfer, Lucent, LTI and other Lucent entities will
transfer certain assets related to Agere's business, including LTI's
interest in LTM, to Agere
2
Systems International LLC ("AGERE INTERNATIONAL"), a wholly-owned direct
subsidiary of Agere on February 1, 2001 (the "TRANSFER DATE").
(6) LTM will on the Transfer Date change its name to Agere Systems Singapore
Pte Ltd.
(7) The parties hereto wish to record their agreement with respect to the
Transfer.
(8) This Agreement is supplemental to the Original Facilities Agreement and the
Shareholders Undertaking.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement, terms defined in the Original Facilities Agreement,
shall, unless otherwise defined, have the same meaning where used in this
Agreement.
2. AMENDMENT
With effect from the date hereof:-
2.1 the Original Facilities Agreement shall be amended so that:-
2.1.1 in Clause 1.1, the definition of "Financing Documents" shall
include the Supplemental Agreement, this Agreement and any
amendments, supplementals and variations to any one of the
Financing Documents from time to time, and each such Financing
Document shall accordingly be so construed;
2.1.2 in Clause 1.1, the definition of "Security Documents" shall include
this Agreement and any amendments, supplementals and variations to
any one of the Security Documents from time to time, and each such
Security Document shall accordingly be so construed;
2.1.3 in Clause 1.1, the definition of "Transaction Documents" shall
include the Supplemental Agreement, this Agreement and any
amendments, supplementals and variations to any one of the
Transaction Documents from time to time, and each such Transaction
Document shall accordingly be so construed;
2.1.4 in Clause 19.1.18.2, "Lucent Technologies International Inc." shall
be replaced with "Agere Systems International LLC"; and
2.2 Clause 3.3 of the Shareholders Undertaking shall be amended so that
"Lucent Technologies International Inc." in Clause 3.3 shall be replaced
with "Agere Systems International LLC".
-2-
3
3. REPRESENTATIONS
3.1 REPEATED REPRESENTATIONS
The Borrower makes the representations and warranties set out in Clause 14
of the Original Facilities Agreement as if each reference therein to "the
Financing Documents" or "the Security Documents" or "the Transaction
Documents" includes a reference to this Agreement.
3.2 CONSTITUTIONAL DOCUMENTS
The Borrower represents that, as of the date hereof, there has been no
change to the constitutional documents of the Borrower delivered by the
Borrower pursuant to the Original Facilities Agreement.
4. CONTINUITY AND FURTHER ASSURANCE
4.1 CONTINUING OBLIGATIONS
(a) The provisions of the Original Facilities Agreement shall, save as
amended hereby, continue in full force and effect and the Borrower
confirms that its obligations under the Security Documents shall
remain in full force and effect.
(b) The provisions of the Shareholders Undertaking shall, save as amended
hereby, continue in full force and effect and each of the Borrower,
CSM and LTM confirms that its respective obligations thereunder shall
remain in full force and effect.
4.2 FURTHER ASSURANCE
The Borrower shall, at the request of the Facility Agent and at its own
expense, do all such acts and things necessary or desirable to give effect
to the amendments effected or to be effected pursuant to this Agreement.
5. FEES, COSTS AND EXPENSES
5.1 TRANSACTION EXPENSES
Any transaction expenses shall be paid as set forth in, and subject to the
provisions of, Section 25.1 of the Original Facilities Agreement.
5.2 PRESERVATION AND ENFORCEMENT OF RIGHTS
Section 25.2 of the Original Facilities Agreement is incorporated by
reference as if set out in full herein.
5.3 STAMP TAXES
Section 25.3 of the Original Facilities Agreement is incorporated by
reference as if set out in full herein.
6. MISCELLANEOUS
6.1 INCORPORATION OF TERMS
-3-
4
The provisions of Clause 28 (Remedies and Waivers), Clause 30
(Severability), Clause 32 (Nature of Rights and Obligations), Clause 33
(Governing Law and Jurisdiction) of the Original Facilities Agreement shall
be incorporated into this Agreement as if set out in full herein and as if
references therein to "this Agreement" are references to this Agreement.
6.2 COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.
AS WITNESS the hands of duly authorised representatives of the parties hereto
the day and year first before written.
THE BORROWER
SILICON MANUFACTURING PARTNERS PTE LTD
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxx Xxxxxx
Title: Director
-4-
5
THE LEAD ARRANGER
ABN AMRO BANK N.V., SINGAPORE BRANCH
00 Xxxxxx Xxxxxx, Xxxxx 0
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxxxx Xxxx X.X. Xxxxxxxxxxx
Title: Vice President Group Vice President
CITIBANK, N.A., SINGAPORE BRANCH
0 Xxxxxxx Xxxxxx #00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxx Xxxx
Title: Managing Director
OVERSEAS UNION BANK LIMITED
0 Xxxxxxx Xxxxx, XXX Xxxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Mr Wee Joo Yeow
Title: Executive Vice-President
-5-
6
THE LENDERS
ABN AMRO BANK N.V., SINGAPORE BRANCH
00 Xxxxxx Xxxxxx, Xxxxx 0
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxxxx Xxxx X.X. Xxxxxxxxxxx
Title: Vice President Group Vice President
CITIBANK, N.A., SINGAPORE BRANCH
0 Xxxxxxx Xxxxxx #00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxx Xxxx
Title: Managing Director
OVERSEAS UNION BANK LIMITED
0 Xxxxxxx Xxxxx, XXX Xxxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Mr Wee Joo Yeow
Title: Executive Vice-President
-6-
7
BNP PARIBAS
00 Xxxxxxx Xxxx #00-00 Xxxx Xxxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxx
Title: Head, Project Finance Director, Project Finance
and Utilities, Asia and Utilities, Asia
COMMERZBANK AKTIENGESELLSCHAFT, SINGAPORE BRANCH
0 Xxxxxxx Xxx #00-00, Xxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: J. Foid Xxxxxx Xxxxxxx
Title: Senior Manager Senior Manager
DANSKE BANK A/S, SINGAPORE BRANCH
00 Xxxxxxx Xxxxx #00-00 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxx Xxxxxxxxxxx Xxxxx X. Xxxxxxxx
Title: General Manager Manager
-7-
8
ING BANK N.V., SINGAPORE BRANCH
0 Xxxxxxx Xxxxx #00-00 Xxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Toh Xxx Xxxxx Chan Xxx Xxxxx
Title: Director Senior Officer
THE BANK OF TOKYO-MITSUBISHI, LTD., SINGAPORE BRANCH
0 Xxxxxxx Xxxxx #00-00 Xxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxxxxx Xxxxx
Title: Deputy General Manager
KBC BANK N.V., SINGAPORE BRANCH
00 Xxxxx Xxxxxx #00-00, Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Tan Jock Khim Xxxxx Xxx
Title: Credit Manager Head, Local Corporate
-8-
9
NATEXIS BANQUES POPULAIRES, SINGAPORE BRANCH
00 Xxxxxxx Xxxxx #00-00 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Tan Sin Xxxx Xxxxx Hang
Title: Assistant Vice President Senior Vice President
THE NORINCHUKIN BANK, SINGAPORE BRANCH
00 Xxxxxxx Xxxxx #00-00 XXX Xxxxx 0
Xxxxxxxxx 000000
Fax: 000 0000
Name: Teruoki Sakurauchi
Title: Joint General Manager
UNICREDITO ITALIANO SPA, SINGAPORE BRANCH
00 Xxxxxxx Xxxxx #00-00 XXX Xxxxx 0
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxx X. Xxxx Xxxxxxx Xxxx
Title: General Manager Deputy General Manager
-9-
10
THE FACILITY AGENT
CITICORP INVESTMENT BANK (SINGAPORE) LIMITED
000 Xxxxxxxx Xxxxxx 0 #00-00, Xxxxxxxx Xxxxxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxxxx Xxx
Title: Director
THE SECURITY AGENT
CITICORP INVESTMENT BANK (SINGAPORE) LIMITED
000 Xxxxxxxx Xxxxxx 0 #00-00, Xxxxxxxx Xxxxxxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Xxxxxxxx Xxx
Title: Director
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
00, Xxxxxxxxx Xxxxxxxxxx Xxxx X, Xxxxxx 0
Xxxxxxxxx 000000
Fax: 000 0000
Name: Chia Song Hwee
Title: SVP, CFO & CAO
-10-
11
AGERE SYSTEMS SINGAPORE PTE LTD
(FORMERLY KNOWN AS LUCENT TECHNOLOGIES MICROELECTRONICS PTE. LTD.)
0, Xxxxxxx Xxxxxx, Xxxxx Xxxx Xxxxxxxxxx Xxxx
Xxxxxxxxx 000000
Fax: 000 0000
Name: Jaffer Xxxxxxx Xxxxx
Title: Managing Director
-11-
