EX-4.15 5 p64758ex4-15.txt EX-4.15 1 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 : - - - - - - - - - - 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. 2 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. -2- 3 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 ------------------------------- Robert L. de Bakker Attorney-in-fact CANADIAN IMPERIAL BANK OF COMMERCE, Acting through its New York agency, as Lender By -------------------------------------- Paul Flynn Assistant General Manager 4 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
------------------ *Each certificate represents 2,000 shares. 5 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
------------------ *Each certificate represents 2,000 shares.