INDENTURE Dated as of FEBRUARY 7, 2013 among GLOBAL A&T ELECTRONICS LTD., the Subsidiary Guarantors listed herein and CITICORP INTERNATIONAL LIMITED as Trustee and Security Agent 10.0% SENIOR SECURED NOTES DUE 2019Indenture • July 15th, 2015 • UTAC Holdings Ltd. • New York
INDENTURE, dated as of February 7, 2013 among Global A&T Electronics Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (together with any successor corporation, the “Issuer”), and the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and Citicorp International Limited, whose registered office is located at Floor 56, One Island East, 18 Westlands Road, Island East, Hong Kong, as Trustee and Security Agent.
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 15th, 2015 • UTAC Holdings Ltd. • New York
Intercreditor Agreement (this “Agreement”), dated as of October 30, 2007, among JPMORGAN CHASE BANK, N.A., (“JPMCB”) as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), and as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), Global A&T Electronics Ltd. (the “Company”), A&T GLOBAL FINCO LTD. (the “US Borrower” and together with the Company, the “Borrowers”) and each of the other Loan Parties (as defined below) party hereto.
Lease Agreement Date: 9 June 2014Lease Agreement • July 15th, 2015 • UTAC Holdings Ltd.
Land Lease Contract for the Science and Industry Park Administration (20 Years)Land Lease Contract • July 15th, 2015 • UTAC Holdings Ltd.
Whereas Party B is a public institution, research institute, incubation development center, branch of the authorities, or industrial and commercial business agency approved by Party A in compliance with Article IV or Article VIII of Regulations for the Management of the Science and Industry Park, it is hereby agreed that Party A shall lease land in the Science and Industry Park, as specified in Article 1 (hereinafter the Contracted Land), to Party B, under the following terms and conditions:
Lease Contract for Land Term of Four Years Tax has been paid.Lease Contract • July 15th, 2015 • UTAC Holdings Ltd.
This contract is made in three identical copies, one copy each to be retained by the Land Office, the Lessor, and the Lessee. (This copy is for the Lessor )
ACCESSION DEEDSubordination Agreement • July 15th, 2015 • UTAC Holdings Ltd.
ACCESSION DEEDAccession Deed • July 15th, 2015 • UTAC Holdings Ltd.
USD108,000,000 GUARANTEE FACILITY AGREEMENT dated 2 June 2014 for UTAC MANUFACTURING SERVICES LIMITED arranged by SUMITOMO MITSUI BANKING CORPORATION acting as Mandated Lead Arranger with SUMITOMO MITSUI BANKING CORPORATION acting as Agent, Security...Guarantee Facility Agreement • July 15th, 2015 • UTAC Holdings Ltd.
Dated 30 May 2014 UTAC MANUFACTURING SERVICES PTE. LTD. and PANASONIC CORPORATION CONTRACT MANUFACTURE AGREEMENTContract Manufacture Agreement • July 15th, 2015 • UTAC Holdings Ltd.
GUARANTEEGuarantee • July 15th, 2015 • UTAC Holdings Ltd. • New York
GUARANTEE, dated as of Feburary 7, 2013, made by each of the corporations that are signatories hereto (the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Agent”) for the lenders (the “Lenders”) parties to the Credit Agreement, dated as of January 31, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GLOBAL A&T ELECTRONICS LTD. (the “Company” and together with any other Eligible Subsidiary that is designated as a Subsidiary Borrower under Section 2.13 of the Credit Agreement, the “Borrowers” and each a “Borrower”), the Lenders and the Agent.
ACCESSION DEEDSubordination Agreement • July 15th, 2015 • UTAC Holdings Ltd.
ContractShare Purchase Agreement • July 15th, 2015 • UTAC Holdings Ltd.
[***] Certain confidential information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
THIS GUARANTEE is made on 2 June 2014 BETWEEN: IT IS AGREED AS FOLLOWS:Guarantee • July 15th, 2015 • UTAC Holdings Ltd.
CREDIT AGREEMENT dated as of January 31, 2013 GLOBAL A&T ELECTRONICS LTD., as Company, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Syndication Agent and Documentation Agent, CITICORP...Credit Agreement • July 15th, 2015 • UTAC Holdings Ltd. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 31, 2013, among GLOBAL A&T ELECTRONICS LTD., a company incorporated in the Cayman Islands with registered address at Maples Corporate Services Limited (formerly known as M&C Corporate Services Limited), P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), each Subsidiary Borrower (as defined below) that becomes a party hereto and borrower hereunder in accordance with Section 2.13, (together with the Company, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as Administrative Agent, and Citicorp International Limited, as Security Agent.
Land Lease Contract for the Science and Industry Park AdministrationLand Lease Contract • July 15th, 2015 • UTAC Holdings Ltd.
Whereas Party B is a public institution, research institute, incubation development center, or branch of the authorities in compliance with Article IV or Article VIII of Regulations for the Management of the Science and Industry Park, it is hereby agreed that Party A shall lease land in the Science and Industry Park, as specified in Article 1 (hereinafter the Contracted Land), to Party B, under the following terms and conditions:
Dated 31 May 2014 Panasonic Corporation and UTAC Manufacturing Services Pte. Ltd. TECHNICAL SUPPORT AND IPR MASTER LICENSE AGREEMENTTechnical Support and Ipr Master License Agreement • July 15th, 2015 • UTAC Holdings Ltd.
SECOND INTERCREDITOR AMENDMENT AGREEMENTIntercreditor Amendment Agreement • July 15th, 2015 • UTAC Holdings Ltd.
SECOND INTERCREDITOR AMENDMENT AGREEMENT, dated as of September 30 2013 (this “Amendment Agreement”) with respect to the INTERCREDITOR AGREEMENT, dated as of October 30, 2007 (the “Original Intercreditor Agreement”), among JPMorgan Chase Bank, N.A. (“JCMCB”) as the First Priority Representative, JCMCB as the Second Priority Representative, Global A&T Electronics Ltd. (the “Company”), Global A&T Finco Ltd, and each of the other Loan Parties referred to therein, as amended by that Intercreditor Amendment Agreement dated as of February 7, 2013 (the “First ICA Amendment” and, together with the Original Intercreditor Agreement, the “Intercreditor Agreement”), among JCMCB in its capacity as the outgoing First Priority Representative and the Second Priority Representative, Citicorp International Limited as the incoming First Priority Representative, the Company, Global A&T Finco Ltd, and each of the other Loan Parties referred to therein. Capitalized terms used but not defined herein shall ha
FIRST PRIORITY INTERCREDITOR AGREEMENT dated as of February 7, 2013, among GLOBAL A&T ELECTRONICS LTD, the other GRANTORS party hereto, JPMORGAN CHASE BANK, N.A., as Credit Agreement Agent, CITICORP INTERNATIONAL LIMITED, as Senior Secured Notes...First Priority Intercreditor Agreement • July 15th, 2015 • UTAC Holdings Ltd. • New York
FIRST PRIORITY INTERCREDITOR AGREEMENT, dated as of February 7, 2013 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among GLOBAL A&T ELECTRONICS LTD., a company incorporated in the Cayman Islands (the “Borrower”), the other GRANTORS (as defined below) party hereto, JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Credit Agreement Agent”), Citicorp International Limited, as trustee under the Senior Secured Notes Indenture (in such capacity, the “Senior Secured Notes Trustee”), Citicorp International Limited as Common Collateral Agent, and each ADDITIONAL AGENT from time to time party hereto as agent for any First Lien Obligations (as defined below) of any other Class (as defined below).
ACCESSION DEEDSubordination Agreement • July 15th, 2015 • UTAC Holdings Ltd.
Rental Agreement (UDG1)Rental Agreement • July 15th, 2015 • UTAC Holdings Ltd.
In accordance with the Contract Law of the PRC and other applicable laws and regulations, this Agreement is entered into by and between the parties for the lease by Party A of the workshops and dormitories (Phase 1) to Party B on the basis of equality and free will by the parties:
FIRST AMENDMENTCredit Agreement • July 15th, 2015 • UTAC Holdings Ltd. • New York
FIRST AMENDMENT as of September 30, 2013 (“Amendment Agreement”) to the Credit Agreement, dated as of January 31, 2013, among GLOBAL A&T ELECTRONICS LTD., a company incorporated in the Cayman Islands with registered address at Maples Corporate Services Limited (formerly known as M&C Corporate Services Limited), P.O.Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), each Subsidiary Borrower that becomes a party thereto and borrower thereunder in accordance with Section 2.13 thereto, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) JPMorgan Chase Bank, N.A., as Administrative Agent, and Citicorp International Limited, as Security Agent, as amended, restated, extended, supplemented or otherwise modified in writing from time to time (the “Credit Agreement”).
ACCESSION DEEDAccession Deed • July 15th, 2015 • UTAC Holdings Ltd.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • July 15th, 2015 • UTAC Holdings Ltd. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 30 September, 2013 among (i) Global A&T Electronics Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”), (ii) the Subsidiary Guarantors (as defined in the Indenture referred to below) listed on the signature pages hereto, and (ii) Citicorp International Limited, as trustee under the indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 15th, 2015 • UTAC Holdings Ltd. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 10, 2013 among (i) UTAC Thai Holdings Limited and UTAC Thai Limited (the “New Guarantors”), each of which is a subsidiary of GLOBAL A&T ELECTRONICS LTD. (or its successor), an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and (ii) CITICORP INTERNATIONAL LIMITED (or its successor), as trustee under the indenture referred to below (the “Trustee”).
SUBORDINATION AGREEMENT dated 4 June 2014 UTAC MANUFACTURING SERVICES LIMITED as the Company UTAC MANUFACTURING SERVICES HOLDINGS PTE. LTD. and UTAC MANUFACTURING SERVICES PTE. LTD. as the Original Guarantors SUMITOMO MITSUI BANKING CORPORATION as...Subordination Agreement • July 15th, 2015 • UTAC Holdings Ltd.
INTERCREDITOR AMENDMENT AGREEMENTIntercreditor Amendment Agreement • July 15th, 2015 • UTAC Holdings Ltd.
INTERCREDITOR AMENDMENT AGREEMENT, dated as of February 7, 2013 (this “Amendment Agreement”) with respect to the INTERCREDITOR AGREEMENT, dated as of October 30, 2007 (the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A. (“JCMCB”) as the First Priority Representative, JCMCB as the Second Priority Representative, Global A&T Electronics Ltd. (the “Company”), Global A&T Finco Ltd, and each of the other Loan Parties referred to therein, which sets out, inter alia, the rights and the priority of the security interests in the Common Collateral referred to therein as between the First Priority Secured Parties and the Second Priority Secured Parties. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms under the Intercreditor Agreement.
Rental Agreement (UDG2)Rental Agreement • July 15th, 2015 • UTAC Holdings Ltd.
In accordance with the Contract Law of the PRC and other applicable laws and regulations, this Agreement is entered into by and between the parties for the lease by Party A of the workshops and dormitories (Phase 2) to Party B on the basis of equality and free will by the parties:
ACCESSION DEEDAccession Deed • July 15th, 2015 • UTAC Holdings Ltd.
Dated 30 May 2014 Panasonic Corporation and UTAC Manufacturing Services Pte. Ltd. SYSTEM LICENSE AND SUPPORT AGREEMENTSystem License and Support Agreement • July 15th, 2015 • UTAC Holdings Ltd.
