exv10w1






Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT





     THIS THIRD AMENDMENT TO CREDIT AGREEMENT is made as of February 9, 2011 (the “Third
Amendment to Credit Agreement,” or this “Amendment”), among Diodes Incorporated, a Delaware
corporation, and Diodes Zetex Limited, a United Kingdom corporation (collectively, “Borrowers”),
and Bank of America, N.A. (“Lender”).



RECITALS




     A. Borrowers and Lender are parties to that certain Credit Agreement dated as of
November 25, 2009, as modified pursuant to the terms of that certain letter dated as of March
31, 2010 from Administrative Agent to Borrowers and as modified by a First Amendment to Credit
Agreement dated as of July 16, 2010 and by a Second Amendment to Credit Agreement dated as of
November 24, 2010 (the “Original Credit Agreement”).




     B. The parties desire to amend the Original Credit Agreement as hereinafter provided.




     NOW, THEREFORE, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




	 	1.	 	Same Terms. All terms used herein which are defined in the Original Credit
Agreement shall have the same meanings when used herein, unless the context hereof
otherwise requires or provides. In addition, all references in the Loan Documents to the
“Agreement” shall mean the Original Credit Agreement, as amended by this Third Amendment to
Credit Agreement, as the same shall hereafter be amended from time to time. In addition,
the following term has the meaning set forth below:







	 	 	 	“Effective Date” means December 31, 2010.






	 	2.	 	Amendments to Original Credit Agreement. (a) As of the Effective Date, the
definitions of “Current Liabilities” and “Fixed Charges” set forth in the Original Credit
Agreement shall be amended as follows:







          “Current Liabilities” means current liabilities in accordance with
GAAP, excluding the Convertible Senior Notes.




          “Fixed Charges” means, with respect to any Person, the sum of (a)
the current portion of long term Indebtedness (excluding the Convertible Senior
Notes), (b) the current portion of capitalized lease obligations, (c) interest
expense on the Obligations and (d) lease expense.



          (b) As of the Effective Date, Section 1.01 of the Original Credit Agreement is hereby amended
to add the following new definition thereto:





          “Convertible Senior Notes” means the 2.25% Convertible
Senior Notes due 2026 issued by the Company in October of 2006.




	 	3.	 	Certain Representations. Each Borrower represents and warrants that, as of the
Effective Date: (a) each Loan Party has full power and authority to execute this Amendment,
and this Amendment executed by each Loan Party constitutes the legal, valid and binding
obligation of such Loan Party enforceable in accordance with its terms, except as
enforceability may be limited by general principles of equity and applicable bankruptcy,
insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of
creditors’ rights generally; (b) each Security Document remains in full force and effect;
and (c) no authorization, approval, consent or other action by, notice to, or filing with,
any governmental authority or other person is required for the execution, delivery and
performance by each Loan Party thereof except for the approvals, consents, and
authorizations, which have been duly obtained, taken, given, or made and are in full force
and effect. In addition, each Borrower represents that all representations and warranties
contained in the Original Credit Agreement are true and correct in all material respects on
and as of the Effective Date except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of
such earlier date.

	 
	 	4.	 	Limitation on Agreements. The modifications set forth herein are limited
precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an
amendment to any other term or condition in the Original Credit Agreement or any of the
Loan Documents, or (b) to prejudice any right or rights which Lender or Borrowers now have
or may have in the
 




 









 






	 	 	 	future under or in connection with the Original Credit Agreement and the Loan Documents, each as
amended hereby, or any of the other documents referred to herein or therein. This Amendment
shall constitute a Loan Document for all purposes.


	 	 	 	

	 	5.	 	Counterparts. This Amendment may be executed in any number of counterparts,
each of which when executed and delivered shall be deemed an original, but all of which
constitute one instrument. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart thereof signed by each of the parties
hereto.

	 
	 	6.	 	Incorporation of Certain Provisions by Reference. The provisions of Section
9.13 of the Original Credit Agreement captioned “Governing Law; Jurisdiction; Etc.” and the
provisions of Section 9.14 of the Original Credit Agreement captioned “Dispute Resolution
Provision” are incorporated herein by reference for all purposes.

	 
	 	7.	 	Entirety and Etc. This Amendment and all of the other Loan Documents embody
the entire agreement between the parties. THIS AMENDMENT AND ALL OF THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.






[Remainder of Page Intentionally Blank; Signatures Begin on Next Page]




     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of
the Effective Date.



	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven A. Mackenzie	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Steven A. Mackenzie	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 

	 	Date:
	 	February 9, 2011	 	 






 









 






	 	 	 	 	 	 	 

	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	DIODES INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. White	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Richard D. White	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
	 

	 	Date:
	 	February 9, 2011	 	 
	 
	 	 	 	 	 	 
	 	 	DIODES ZETEX LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. White	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Richard D. White	 	 
	 

	 	Title:
	 	Director	 	 
	 

	 	Date:
	 	February 9, 2011	 	 






     The terms of this Amendment are acknowledged and agreed to by Diodes Zetex
Semiconductors Limited and the following Subsidiary Guarantors.



	 	 	 	 	 	 	 

	 	 	DIODES ZETEX SEMICONDUCTORS LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. White	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Richard D. White	 	 
	 

	 	Title:
	 	Director	 	 
	 

	 	Date:
	 	February 9, 2011	 	 
	 
	 	 	 	 	 	 
	 	 	SUBSIDIARY GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	DIODES FABTECH INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. White	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Richard D. White	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
	 

	 	Date:
	 	February 9, 2011	 	 
	 
	 	 	 	 	 	 
	 	 	DIODES INVESTMENT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. White	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	Richard D. White	 	 
	 

	 	Title:
	 	Director	 	 
	 

	 	Date:
	 	February 9, 2011