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EXHIBIT 4.15
SUPPLEMENT NO. 1 TO SECURITY AGREEMENT
This SUPPLEMENT NO. 1 TO SECURITY AGREEMENT (this "Supplement"), dated
as of March 9, 2001, is made by ADVANCED SEMICONDUCTOR MATERIALS (NETHERLANDS
ANTILLES) N.V., a company duly organized and existing under the laws of the
Netherlands Antilles (the "Grantor"), in favor of CANADIAN IMPERIAL BANK OF
COMMERCE, a bank organized and validly existing under the laws of Canada, acting
through its New York agency (the "Lender").
W I T N E S S E T H :
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WHEREAS, pursuant to a Credit Agreement, dated as of July 6, 2000 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among ASM International N.V., a company duly
organized and existing under the laws of the Netherlands (the "Borrower"), the
Grantor, as a Guarantor, and the Lender, the Lender has extended Commitments to
make Loans to the Borrower;
WHEREAS, pursuant to Section 7.01(i) of the Credit Agreement, the
Grantor executed and delivered a Security Agreement, dated as of July 6, 2000
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Security Agreement"), in favor of the Lender;
WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Supplement; and
WHEREAS, it is in the best interests of the Grantor to execute this
Supplement inasmuch as the Grantor will derive substantial direct and indirect
benefits from the Loans made to the Borrower by the Lender pursuant to the
Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees, for the
benefit of the Lender, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Security Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.
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SECTION 1.2. U.C.C. Definitions. Unless otherwise defined herein or in
the Credit Agreement or the context otherwise requires, terms for which meanings
are provided in the U.C.C. are used in this Supplement, including its preamble
and recitals, with such meanings.
ARTICLE II
AMENDMENTS
SECTION 2.1. Schedule 1. Schedule 1 to the Security Agreement shall be
amended in its entirety to read as Schedule 1 hereto.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Effective Date. The amendment set forth in Section 2.1
shall become effective as of the date hereof upon the execution and delivery of
this Supplement by the Grantor and the Lender.
SECTION 3.2. Security Agreement. Except as provided herein, the
Security Agreement shall remain unchanged and in full force and effect.
SECTION 3.3. Counterparts. This Supplement may be executed by the
parties hereto in several counterparts, each of which shall be deemed an
original and all of which shall constitute together but one and the same
agreement.
SECTION 3.4. Governing Law, Entire Agreement, etc. THIS SUPPLEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE INTERNAL LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK. THIS SUPPLEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR
ORAL, WITH RESPECT THERETO.
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IN WITNESS WHEREOF, the Grantor has caused this Security Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
ADVANCED SEMICONDUCTOR MATERIALS
(NETHERLANDS ANTILLES) N.V.
as Grantor
By
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Xxxxxx X. xx Xxxxxx
Attorney-in-fact
CANADIAN IMPERIAL BANK OF COMMERCE,
Acting through its New York agency,
as Lender
By
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Xxxx Xxxxx
Assistant General Manager
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SCHEDULE I
to Security Agreement
INITIAL ASM PACIFIC SHARES
Certificate
Number Date Shares
74300 Oct. 1, 1990 4,750,000
274820 Dec. 5, 1995 10,000,000
274821 Dec. 5, 1995 10,000,000
274822 Dec. 5, 1995 10,000,000
274823 Dec. 5, 1995 10,000,000
274824 Dec. 5, 1995 10,000,000
274825 Dec. 5, 1995 10,000,000
274826 Dec. 5, 1995 10,000,000
274827 Dec. 5, 1995 10,000,000
274828 Dec. 5, 1995 10,000,000
274829 Dec. 5, 1995 10,000,000
274830 Dec. 5, 1995 10,000,000
274831 Dec. 5, 1995 10,000,000
278008 to 278132* May 12, 1998 250,000
Total number of shares 125,000,000
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*Each certificate represents 2,000 shares.
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SCHEDULE I
to Security Agreement
Page 2
ADDITIONAL ASM PACIFIC SHARES
Certificate
Number Date Number of Shares
167191 May 1, 1991 1,250,000
199996 Apr. 7, 1992 3,600,000
274819 Dec. 5, 1995 6,500,000
274832 Dec. 5, 1995 10,000,000
274833 Dec. 5, 1995 10,000,000
274834 Dec. 5, 1995 10,000,000
274835 Dec. 5, 1995 10,000,000
274836 Dec. 5, 1995 10,000,000
278133 to 279222* May 12, 1998 2,180,000
297625 Aug. 4, 2000 500,000
297635 Aug. 8, 2000 652,000
301082 Dec. 27, 2000 17,745,500
Total number of shares 82,427,500
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*Each certificate represents 2,000 shares.
