Exhibit 4.3
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ASAT (FINANCE) LLC.,
as Issuer
ASAT HOLDINGS LIMITED,
and its Subsidiaries referred to herein,
as Guarantors
- and -
THE CHASE MANHATTAN BANK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of August ____, 2000
______________________
Supplementing the Indenture
dated as of
October 29, 2000
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TABLE OF CONTENTS
Page
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Article 1 MODIFICATION OF THE ORIGINAL INDENTURE........................ 1
SECTION 1.1 Modifications of the Original Indenture............... 1
Article 2 REPRESENTATIONS AND WARRANTIES................................ 2
SECTION 2.1 Authority of the Company.............................. 2
SECTION 2.2 Truth of Recitals and Statements...................... 2
Article 3 CONCERNING THE TRUSTEE........................................ 2
SECTION 3.1 Acceptance of Duties.................................. 2
SECTION 3.2 No Responsibility of Trustee for Recitals, etc........ 2
Article 4 MISCELLANEOUS PROVISIONS...................................... 3
SECTION 4.1 Relation to the Original Indenture.................... 3
SECTION 4.2 Meaning of Terms...................................... 3
SECTION 4.3 Counterparts of First Supplemental Indenture.......... 3
SECTION 4.4 Governing Law......................................... 3
(i)
THE FIRST SUPPLEMENTAL INDENTURE, dated as of August ____, 2000
between ASAT (Finance) LLC., a Delaware limited liability corporation (the
"Company"), and the Guarantors (as defined in the Original Indenture) and The
Chase Manhattan Bank, as Trustee (the "Trustee") under the Original Indenture
referred to below.
WITNESSETH:
WHEREAS, the Company has duly authorized and issued U.S.$155,000,000
of 12 1/2% Series A Senior Notes due 2006 (the "Notes"); and the Company has
heretofore made, executed and delivered to the Trustee its Indenture dated as of
October 29, 1999 (the "Original Indenture") pursuant to which the Notes were
issued;
WHEREAS, Article 9 of the Original Indenture provides that under
certain conditions the Company and the Trustee may, from time to time and at any
time, enter into an Indenture or Indentures supplemental thereto; and
WHEREAS, all things necessary to authorize the execution and delivery
of this First Supplemental Indenture and to make the Original Indenture, as
supplemented by this First Supplemental Indenture (the Original Indenture, as
supplemented by this First Supplemental Indenture referred to herein as the
"Indenture"), a valid agreement of the Company, in accordance with its terms,
have been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that for
and in consideration of the premises and the covenants hereby contained and
other good and valuable consideration, and of the sum of one U.S. dollar paid to
the Company on or before the delivery hereof, the receipt of which is hereby
acknowledged, the Company, for itself and its successors and assigns, hereby
covenants and agrees to and with the Trustee and its successors for the equal
and proportionate benefit and security of those who shall hold the Notes, except
as otherwise provided in the Indenture, as hereinafter set forth:
Article 1
MODIFICATION OF THE ORIGINAL INDENTURE
SECTION 1.1 Modifications of the Original Indenture.
Section 4.8 of the Original Indenture is hereby modified by adding the
following paragraph at the end of the text of section 4.8 as follows:
"Notwithstanding anything to the contrary in the foregoing, ASAT
Holdings, including its subsidiaries, will not be required to include
in the annual, quarterly or other reports, set forth in this section
4.8, unless otherwise required by operation of law or the rules of the
SEC, NASDAQ or any other securities exchange on which ASAT Holdings or
its subsidiaries' securities are listed, any information required by
items 400 to 405 of Regulation S-K of the Exchange Act, as amended."
1
Article 2
REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Authority of the Company.
The Company is duly authorized to execute and deliver this First
Supplemental Indenture, and all corporate action on its part required for the
execution and delivery of this First Supplemental Indenture has been duly and
effectively taken.
SECTION 2.2 Truth of Recitals and Statements.
The Company warrants that the recitals of fact and statements
contained in this First Supplemental Indenture are true and correct, and that
the recitals of fact and statements contained in all certificates and other
documents furnished thereunder will be true and correct.
Article 3
CONCERNING THE TRUSTEE
SECTION 3.1 Acceptance of Duties.
The Trustee accepts its duties hereunder and agrees to perform the
same, but only upon the terms and conditions set forth in the Original Indenture
and in this First Supplemental Indenture, to all of which the Company and the
respective Noteholders at any time hereafter outstanding agree by their
acceptance thereof.
SECTION 3.2 No Responsibility of Trustee for Recitals, etc.
The recitals and statements contained in this First Supplemental
Indenture shall be taken as the recitals and statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this First
Supplemental Indenture, except that the Trustee has duly authorized the
execution and delivery of this First Supplemental Indenture.
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Article 4
MISCELLANEOUS PROVISIONS
SECTION 4.1 Relation to the Original Indenture.
The provisions of this First Supplemental Indenture shall become
effective immediately upon the execution and delivery hereof. Thereupon, this
First Supplemental Indenture and all the terms and provisions herein contained
shall form a part of the Original Indenture as fully and with the same effect as
if all such terms and provisions had been set forth in the Original Indenture.
The Original Indenture is hereby ratified and confirmed and shall remain and
continue in full force and effect in accordance with the terms and provisions
thereof, as supplemented by this First Supplemental Indenture, and the Original
Indenture and this First Supplemental Indenture shall be read, taken and
construed together as one instrument.
SECTION 4.2 Meaning of Terms.
Any term used in this First Supplemental Indenture which is defined in
the Indenture shall have the meaning specified in the Indenture, unless the
context shall otherwise require.
SECTION 4.3 Counterparts of First Supplemental Indenture.
This First Supplemental Indenture may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
SECTION 4.4 Governing Law.
THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THIS FIRST SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
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IN WITNESS WHEREOF, has caused this First Supplemental Indenture to be executed
in its corporate name by a duly authorized officer and the Trustee has caused
this First Supplemental Indenture to be executed in its corporate name by a duly
authorized officer, all as of the date of this First Supplemental Indenture.
ASAT (FINANCE) LLC.
By:________________________________
Name:______________________________
Title:_____________________________
Attest:________________________
Name:__________________________
Title:_________________________
ASAT HOLDINGS LIMITED
By:________________________________
Name:______________________________
Title:_____________________________
Attest:________________________
Name:__________________________
Title:_________________________
ASAT LIMITED
The COMMON SEAL of )
ASAT LIMITED )
was affixed by )
duly authorized for and on behalf of )
ASAT LIMITED )
in the presence of: )
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ASAT (CAYMAN) LIMITED
By:________________________________
Name:______________________________
Title:_____________________________
Attest:________________________
Name:__________________________
Title:_________________________
ASAT, INC.
By:________________________________
Name:______________________________
Title:_____________________________
Attest:________________________
Name:__________________________
Title:_________________________
XXXXXXXX LIMITED
The COMMON SEAL of )
XXXXXXXX LIMITED )
was affixed by )
duly authorized for and on behalf of )
XXXXXXXX LIMITED )
in the presence of: )
THE CHASE MANHATTAN BANK
as Trustee
By:________________________________
Name:______________________________
Title:_____________________________
Attest:________________________
Name:__________________________
Title:_________________________
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