**Exhibit10.18.1**

 

**FIRST AMENDMENT TO LOAN AND SECURITYAGREEMENT, PROMISSORY NOTE SECURED BY DEED OF TRUST (MORTGAGE LOAN), ANDPROMISSORY NOTE SECURED BY DEED OF TRUST (TERM LOAN)**

 

This First Amendment to Loan and Security Agreement, Promissory NoteSecured By Deed of Trust (Mortgage Loan), and Promissory Note Secured By Deedof Trust (Term Loan)(“Amendment”), dated as of October 31, 2008, by andbetween CITIBANK, N.A. (**“Lender”**), and OMNIVISIONTECHNOLOGIES, INC. (**“Borrower”**) is made with referenceto the following facts:

 

**RECITALS**

 

A.          Lenderand Borrower entered into a Loan and Security Agreement, dated as of March 16,2007 (as amended or modified from time to time, the **“Loan Agreement”**), pursuant towhich Lender made (i) a Mortgage Loan (as such term is defined in the LoanAgreement) to Borrower in an initial principal amount not to exceedTwenty-Seven Million Nine Hundred Twenty-Seven Thousand Forty-Five and No/100Dollars ($27,927,045.00), and (ii) a Term Loan (as such term is defined inthe Loan Agreement) to Borrower in a total aggregate amount not to exceedTwelve Million Dollars ($12,000,000), in each case, on the terms and conditionscontained in the Loan Agreement.

 

B.           TheMortgage Loan is evidenced by that certain Promissory Note Secured by Deed ofTrust (Mortgage Loan), dated March 16, 2007, in the initial principalamount of Twenty-Seven Million Nine Hundred Twenty-Seven Thousand Forty-Fiveand No/100 Dollars ($27,927,045.00) (as amended, modified, renewed or extended,the **“MortgageLoan Note”**).

 

C.           TheTerm Loan is evidenced by that certain Promissory Note Secured by Deed of Trust(Term Loan), dated March 16, 2007, in the initial principal amount ofTwelve Million and No/100 Dollars ($12,000,000.00) (as amended, modified,renewed or extended, the **“Term Loan Note”**).

 

D.          Theparties hereto desire to amend the Loan Agreement, the Mortgage Loan Note andthe Term Loan Note as set forth in this Amendment.

 

E.           Exceptas may be otherwise expressly defined in this Amendment, all capitalized termsused in this Agreement shall have the meanings ascribed to them in the LoanAgreement.

 

NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

 

**AGREEMENT**

 

1.           Recitals.The Recitals set forth above are incorporated into this Amendment by thisreference.

 

----

 

2.           Modification of LoanAgreement.

 

2.1           Thedefinition of Interest Period set forth in Section 1.1 of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

 

**“`Interest Period’** means for (a) for the firstInterest Period hereunder, from the date of initial funding of either of theLoans through and including March 31, 2007, and (b) for each InterestPeriod thereafter commencing April 1, 2007, one calendar month (i.e.,periods ending on the last day of each calendar month).”

 

2.2           Thedefinition of LIBOR Rate (Term Loan) set forth in Section 1.1 of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

 

**“`LIBOR Rate (Term Loan)’** means, for each InterestPeriod, the rate per annum determined by Lender as the sum of (a) thequotient of (i) the LIBOR Base Rate (Term Loan) for such Interest Period, dividedby (ii) 100% *minus* theReserve Percentage, plus (b) one and one-quarter percent (1.25%). TheLIBOR Rate shall be adjusted on and as of the effective day of any change inthe Reserve Percentage.”

 

2.3           Thedefinition of LIBOR Rate (Mortgage Loan) set forth in Section 1.1 of theLoan Agreement is hereby deleted in its entirety and replaced with thefollowing:

 

**“**`**LIBOR Rate (Mortgage Loan)’** means, for eachInterest Period, the rate per annum determined by Lender as the sum of (a) thequotient of (i) the LIBOR Base Rate (Mortgage Loan) for such InterestPeriod, divided by (ii) 100% *minus*the Reserve Percentage, plus (b) nine-tenths percent (0.90%). The LIBORRate (Mortgage Loan) shall be adjusted on and as of the effective day of anychange in the Reserve Percentage.”

 

2.4           Section 3.2(a)(ii) ofthe Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

 

“(ii)         Commencingon May 1, 2007, and continuing on the first day of each calendar monththereafter to and including October 1, 2008, Borrower shall make monthlypayments to Lender of principal and interest (in arrears) in an amountnecessary to fully amortize the Mortgage Loan over an amortization periodending on April 30, 2032.”

 

2.5           Section 3.2(a)(iii) ofthe Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

 

“(iii)        OnNovember 1, 2008, Borrower shall make a monthly principal payment in anamount equal to Seventy-Six Thousand Five Hundred Fourteen and 54/100 Dollars($76,514.54), plus interest in arrears at the LIBOR Rate (Mortgage Loan). Commencingon December 1, 2008, and continuing on the first day of each calendarmonth thereafter, Borrower shall make one hundred and one (101) monthlyprincipal payments in an amount equal to Forty-Six Thousand One HundredThirty-Eight and 27/100 Dollars ($46,138.27), plus interest in arrears at theLIBOR Rate (Mortgage Loan).”

 

2

----

 

2.6           Thefollowing Section 3.2(a)(iv) is added to the Loan Agreement:

 

“(iv)        Theentire balance of principal and accrued interest and other amounts then outstandingon the Mortgage Loan are due and payable on the Maturity Date (Mortgage Loan).Borrower acknowledges that such balance will not equal the monthly paymentsspecified in Section 3.2(a)(i),Section 3.2(a)(ii) andSection 3.2(a)(iii).”

 

3.           Modificationof the Mortgage Loan Note. The Mortgage Loan Note is hereby modified asfollows:

 

3.1           Theprovision in Section 6 of the Mortgage Loan Note is hereby deleted in itsentirety and replaced with the words, “INTENTIONALLY OMITTED.”

 

3.2           Thefirst sentence in Section 7 of the Mortgage Loan Note is hereby deleted inits entirety and replaced with the following:

 

“Each payment hereunder shall be applied when received, first, toaccrued unpaid interest; then, to principal; and then to any unpaid Past DueCharge (as defined in the Loan Agreement) and other unpaid fees and charges,unless another order of payment is selected by Lender or is otherwise requiredby applicable law.”

 

4.           Modificationof the Term Loan Note. The Term Loan Note is hereby modified as follows:

 

4.1           Theprovision in Section 6 of the Term Loan Note is hereby deleted in itsentirety and replaced with the words, “INTENTIONALLY OMITTED.”

 

5.           Representationsand Warranties of Borrower. Borrower hereby represents and warrants toLender as follows:

 

5.1           NoEvent of Default specified in the Loan Agreement and no event, which withnotice or lapse of time or both would become such an Event of Default, hasoccurred and is continuing.

 

5.2           Therepresentations and warranties of Borrower pursuant to the Loan Agreement aretrue on and as of the date hereof as if made on and as of said date.

 

3

----

 

5.3           Themaking and performance by Borrower of this Amendment have been duly authorizedby all necessary action.

 

5.4           Noconsent, approval, authorization, permit or license is required solely onaccount of Borrower in connection with the making or performance of the LoanAgreement, as amended hereby.

 

6.           ConditionsPrecedent. The effectiveness of this Amendment is expressly conditionedupon receipt by Lender of a counterpart original of this Amendment dulyexecuted by each of the parties hereto.

 

7.           Miscellaneous

 

7.1           Nofailure on Lender’s part at any time to require the performance by Borrower ofany term of the Loan Agreement, as amended hereby, or any other Loan Documentshall in any way affect Lender’s rights to enforce such term, nor shall anywaiver by Lender of any term thereof be taken or held to be a waiver of anyother term thereof or of any breach or subsequent breach thereof.

 

7.2           Borroweracknowledges and confirms its liability for all Indebtedness and Obligationsunder the Loan Agreement, as amended hereby, and the other Loan Documents.

 

7.3           ThisAmendment is made exclusively for the benefit of and solely for the protectionof Lender, on the one hand, and Borrower, on the other hand, and no otherperson or persons shall have the right to enforce the provisions hereof byaction or legal proceedings or otherwise.

 

7.4           Wheneverthe context so requires, all words used in the singular will be construed tohave been used in the plural, and vice versa, and each gender will include anyother gender. The headings used in this Amendment are inserted solely for theconvenience of reference and are not part of, nor intended to govern, limit oraid in the construction of, any term or provision hereof.

 

7.5           Atno time shall the prior or subsequent course of conduct between Lender andBorrower directly or indirectly limit, impair, or otherwise adversely affecteither party’s rights or remedies in connection with the Loan Agreement, thisAmendment or the other Loan Documents, or detract from or otherwise affect theliteral interpretation and effect of such documents.

 

7.6           ThisAmendment represents the entire understanding and agreement of the parties withrespect to the subject matter hereof, except to the extent that the LoanAgreement, the Mortgage Loan Note and the other Loan Documents still remain ineffect as described herein, and the same may not be altered or amended, exceptby subsequent written agreement executed by the parties hereto. The partieshereto acknowledge receipt of a copy of this Amendment.

 

4

----

 

7.7           Inthe event of a conflict between the terms and provisions of this Amendment andthe terms and provisions of the Loan Agreement or the Mortgage Loan Note, theterms and provisions of this Amendment shall govern. In all other respects, theLoan Agreement and the Mortgage Loan Note, each as amended and supplementedhereby, shall remain in full force and effect.

 

7.8           ThisAmendment may be executed in any number of counterparts and by differentparties on separate counterparts, each of which when so executed and deliveredshall be deemed to be an original. All such counterparts, taken together, shallconstitute but one and the same Amendment.

 

7.9           ThisAmendment will be governed by federal law applicable to Lender and, to theextent not preempted by federal law, the laws of the State of Californiawithout regard to its conflicts of law provisions.

 

7.10         TO THE FULLEST EXTENTPERMITTED BY LAW, BORROWER AND LENDER EACH HEREBY WAIVE THE RIGHT TO TRIAL BYJURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAYRELATING TO, THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.NOTWITHSTANDING THE FOREGOING, ANY CONTROVERSY HEREUNDER SHALL BE GOVERNED BYTHE TERMS AND CONDITIONS OF THAT CERTAIN ALTERNATIVE DISPUTE RESOLUTIONAGREEMENT, DATED AS OF MARCH 16, 2007 BY AND BETWEEN BORROWER AND LENDER

 

IN WITNESS WHEREOF, this Amendment has been executed by the partieshereto as of the date first above written.

 

**OMNIVISION TECHNOLOGIES, INC.,a Delaware corporation**

 
| By:     | /s/ Anson Chan          |   |
|--------------|-------------------------|--------|
| Name:   | Anson Chan              |   |
| Title:  | Chief Financial Officer |   |
|              |                         |        |  |  |

** **

** **

**CITIBANK, N.A.**

 
| By:    | /s/ Robert J. Hurley |   |
|--------|----------------------|--------|
|   | Robert J. Hurley     |
|   | Vice President       |

 

5

----