exv10w1






Exhibit 10.1




March 31, 2010




Diodes Incorporated

Diodes Zetex Limited

15660 Dallas Parkway

Suite 850

Dallas, Texas 75248




Re: Credit Agreement (as amended, the “Credit Agreement”), as of November 25, 2009, among Diodes
Incorporated, a Delaware corporation, and Diodes Zetex Limited, a United Kingdom corporation
(“Borrowers”), the lenders party thereto (the “Lenders”) and Bank of America, N.A., as
administrative agent for the Lenders (“Administrative Agent”). The capitalized terms used herein
shall have the same meanings as are provided therefor in the Credit Agreement unless the context
hereof otherwise requires or provides.




Ladies and Gentlemen:




     Borrowers have requested that, notwithstanding the provisions of Sections 7.03 of the Credit
Agreement, Diodes Incorporated be permitted to guarantee certain trade payable obligations of
Diodes Shanghai Co. Ltd., a company incorporated under the laws of the People’s Republic of China
(the “Guaranty”). Subject to the terms and conditions herein set forth and Borrower’s execution of
this letter (this “Modification Letter”), Administrative Agent acting in such capacity and as the
sole Lender on the date hereof hereby consents to the Guaranty.



     Further, in order to permit similar guarantees of subsidiary trade payables in the future,
Borrowers and Administrative Agent acting in such capacity and as the sole Lender have agreed to
modify Section 7.03(c) of the Credit Agreement as follows:




     “(c) Guarantees of Company or any Subsidiary in respect of Indebtedness otherwise
permitted under Sections 7.03(b), (d), (e) or (g) of Company or any wholly-owned Subsidiary;”



     The consent and modification set forth herein are limited precisely as written and shall not
be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other
term or condition of the Credit Agreement or the Loan Documents or any of the other instruments or
agreements referred to therein, or (ii) prejudice any right or rights which Administrative Agent or
any Lender may now have or may have in the future under or in connection with the Credit Agreement,
the Loan Documents or any of the other instruments, agreements or other documents referred to
therein. Further, by their execution hereof, Borrowers covenant and agree to provide written notice
to Administrative Agent promptly upon



Diodes Incorporated and Diodes Zetex Limited

March 31, 2010

Page 2




Diodes Incorporated being obligated to make any payments pursuant to any guarantee permitted by
Section 7.03(c). This Modification Letter shall constitute a Loan Document under the Credit
Agreement.




To facilitate execution, this Modification Letter may be executed in as many counterparts
as may be required, and it shall not be necessary that the signature of, or on behalf of, each
party, or that the signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on behalf of, each party or that
the signature of the persons required to bind any party, appear on one or more counterparts. All
counterparts shall collectively constitute a single agreement.




Once Administrative Agent receives the enclosed counterpart of this letter signed on behalf of
Borrowers, the Guarantors and the Required Lenders, then the modifications set forth above shall be
deemed effective retroactively as of March 1, 2010.




	 	 	 	 	 
	 	Very truly yours,

BANK OF AMERICA, N.A., individually as the sole 
Lender and as
Administrative Agent

 	 
	 	By:  	/s/ Charles Dale
 	 
	 	 	Charles Dale 	 
	 	 	Senior Vice President 	 
	 



Agreed and accepted as of March 31, 2010.




 









 








	 	 	 	 	 
	 	



BORROWERS:







DIODES INCORPORATED

 	 
	 	By:  	

/s/ Richard D. White
 	 
	 	 	Richard D. White 	 
	 	 	Chief Financial Officer 	 
	 
	 	DIODES ZETEX LIMITED

 	 
	 	By:  	

/s/ Richard D. White
 	 
	 	 	Richard D. White 	 
	 	 	Director 	 
	 
	 	GUARANTORS:







DIODES FABTECH INC.

 	 
	 	By:  	

/s/ Richard D. White
 	 
	 	 	Richard D. White 	 
	 	 	Director 	 
	 
	 	DIODES INVESTMENT COMPANY

 	 
	 	By:  	

/s/ Richard D. White
 	 
	 	 	Richard D. White 	 
	 	 	Director