Eighth Amendment to Credit Agreement



 EXHIBIT 10.3.h 
 EIGHTH AMENDMENT TO CREDIT AGREEMENT 
 This EIGHTH AMENDMENT TO CREDIT AGREEMENT (as the same may be
amended, restated, supplemented, extended or otherwise modified from time to time, this “Amendment”) is entered into as of September 28, 2007, by and among MAGNACHIP SEMICONDUCTOR S.A., a société anonyme,
organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 74, rue de Merl, B.P. 709, L-2017 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of commerce and companies under
the number B 97,483 (“Luxco”), MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (together with Luxco, “Borrowers”), MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company
(“Holdings”), the Subsidiary Guarantors (the “Subsidiary Guarantors”) listed on the signature pages hereto (each of Borrowers, Holdings and Subsidiary Guarantors are sometimes referred to herein as a “Loan
Party” and, collectively, as the “Loan Parties”), the Lenders, UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such
capacity, “Collateral Agent”; and together with the Administrative Agent, the “Agents”, and each an “Agent”) for the Secured Parties and the Issuing Bank. 
 RECITALS 
 A. The Borrowers,
Holdings, Subsidiary Guarantors, the Lenders, UBS Securities LLC, as lead arranger, as documentation agent and as syndication agent, UBS Loan Finance LLC, as swingline lender, Korea Exchange Bank, as issuing bank and Agents are parties to that
certain Credit Agreement dated as of December 23, 2004 (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless
otherwise specified herein, all capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement. 
 B. The Borrowers have requested that the Agents and the Required Lenders agree to amend Section 5.01(m) (Monthly Reports), Section 5.01(n) (Liquidity Reports; Flash Reports; Account Information), Section 6.10 and
Section 8.01(e) of the Credit Agreement, all upon the terms and subject to the conditions as herein set forth. 
 NOW, THEREFORE, in
consideration of the foregoing, the covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. Amendments to Credit Agreement. 
 (a) Section 5.01(m) of the Credit Agreement (Monthly Reports) is hereby amended and restated to read in its entirety as follows: 
 “(m) Monthly Reports. As soon as available and in any event within 20 days after the end of each fiscal month of each fiscal
year (except, in the case of clauses (i), (ii) and (iii) below, with respect to any months for which quarterly or yearly financial statements are prepared), beginning with the fiscal month ending July 31, 2006, (i) the
consolidated balance sheet of Holdings as of the end of such fiscal month and related consolidated statements of income and cash flows for such fiscal month and for the then elapsed portion of the fiscal year, in comparative form with (A) the
budget delivered pursuant to Section 5.01(g) in respect of such 

  

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fiscal month and such then elapsed portion of such fiscal year and (B) the consolidated statements of income and cash flows for the comparable periods
in the previous fiscal year, and notes thereto (including, with respect to any Subsidiary of Holdings that is not a Subsidiary Guarantor, and each other Subsidiary of Holdings for which such note is required to be prepared pursuant to the
requirements of applicable law or GAAP, a note with a consolidating balance sheet and financial statement of income and cash flows separating out each such Subsidiary) and accompanied by a certificate of a Financial Officer of a Loan Party
certifying that no Event of Default has occurred or, if such Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and also stating that such financial
statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis
consistent with audited financial statements referred to in clause (a) of this Section, subject to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in form and substance reasonably
satisfactory to the Administrative Agent, of the consolidated financial condition and results of operations of the Loan Parties for such fiscal month, (iii) a report in form and substance reasonably satisfactory to the Administrative Agent
identifying, as of the end of such month, (A) each cash account of Loan Parties (other than (x) payroll accounts and trust accounts maintained in the ordinary course of business, (y) accounts from which cash is swept to other accounts
no less frequently than weekly and (z) other accounts that do not contain funds in the aggregate in excess of US$50,000 at any time), (B) the balance of each such account, (C) the financial institution at which each such account is
held, and (D) the account number of each such account, (iv) a report in form and substance reasonably satisfactory to the Administrative Agent setting forth Consolidated EBITDA for the twelve fiscal month period ending on the last day of
such fiscal month and (v) notwithstanding the foregoing, solely with respect to each month in respect of which the Liquidity Requirement is applicable pursuant to Section 6.10(f) commencing with the month ending December 31, 2006, a
certificate in the form of Exhibit P hereto with respect to the Loan Parties’ compliance with the Liquidity Requirement.” 
 (b) Section 5.01(n) of the Credit Agreement (Liquidity Reports; Flash Reports; Account Information) is hereby deleted. 
 (c)
Section 6.10 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 
 “SECTION 6.10
Financial Covenants. 
 (a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, at the last day
of each fiscal quarter during any period set forth in the table below, to exceed the ratio set forth opposite such period in the table below: 
  

									
	 Test Period
	  	 Leverage Ratio
	  	 
	 Closing Date
	  	 —
	  	 December 31, 2005
	  	5.100 to 1.0	  	
					
	 January 1, 2006
	  	 —
	  	 March 31, 2006
	  	4.700 to 1.0	  	
					
	 April 1, 2006
	  	 —
	  	 June 30, 2006
	  	4.850 to 1.0	  	
					
	 July 1, 2006
	  	 —
	  	 September 30, 2006
	  	6.850 to 1.0	  	
					
	 October 1, 2006
	  	 —
	  	 December 31, 2006
	  	15.000 to 1.0	  	

  

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	January 1, 2007	  	—	  	March 31, 2007	  	30.000 to 1.0	  	
					
	April 1, 2007	  	 —
	  	 June 30, 2007
	  	25.000 to 1.0	  	
					
	July 1, 2007	  	 —
	  	 September 30, 2007
	  	20.000 to 1.0	  	
					
	October 1, 2007	  	 —
	  	 December 31, 2007
	  	15.000 to 1.0	  	
					
	January 1, 2008	  	 —
	  	 March 31, 2008
	  	14.000 to 1.0	  	
					
	April 1, 2008	  	 —
	  	 June 30, 2008
	  	14.000 to 1.0	  	
					
	July 1, 2008	  	 —
	  	 September 30, 2008
	  	14.000 to 1.0	  	
					
	October 1, 2008	  	 —
	  	 December 31, 2008
	  	13.500 to 1.0	  	
			
	 January 1, 2009 and thereafter
	  	2.625 to 1.0	  	

 (b) Minimum Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio, for any Test Period ending during any period set forth below, to be less than the ratio set forth opposite such period in the table below: 
  

									
	 Test Period
	  	 Interest Coverage Ratio
	  	 
	 Closing Date
	  	—	  	December 31, 2005	  	2.500 to 1.0	  	
					
	 January 1, 2006
	  	 —
	  	 March 31, 2006
	  	3.000 to 1.0	  	
					
	 April 1, 2006
	  	 —
	  	 September 30, 2006
	  	2.000 to 1.0	  	
					
	 October 1, 2006
	  	 —
	  	 December 31, 2006
	  	0.400 to 1.0	  	
					
	 January 1, 2007
	  	 —
	  	 March 31, 2007
	  	0.400 to 1.0	  	
					
	 April 1, 2007
	  	 —
	  	 June 30, 2007
	  	0.400 to 1.0	  	
					
	 July 1, 2007
	  	 —
	  	 September 30, 2007
	  	0.650 to 1.0	  	
					
	 October 1, 2007
	  	 —
	  	 December 31, 2007
	  	0.850 to 1.0	  	
					
	 January 1, 2008
	  	 —
	  	 March 31, 2008
	  	0.900 to 1.0	  	
					
	 April 1, 2008
	  	 —
	  	 June 30, 2008
	  	0.900 to 1.0	  	
					
	 July 1, 2006
	  	 —
	  	 September 30, 2008
	  	0.900 to 1.0	  	
					
	 October 1, 2008
	  	 —
	  	 December 31, 2008
	  	0.900 to 1.0	  	
			
	 January 1, 2009 and thereafter
	  	5.250 to 1.0	  	

 (c) Minimum Interest Coverage Ratio (Excluding CapEx). Permit the
Consolidated Interest Coverage Ratio (Excluding CapEx), for any Test Period ending during any period set forth in the table below, to be less than the ratio set forth opposite such period in the table below: 
  

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	 Test Period
	  	 Interest Coverage Ratio
(Excluding
CapEx)
	  	 
	 Closing Date
	  	 —
	  	 December 31, 2005
	  	1.000 to 1.0	  	
					
	 January 1, 2006
	  	 —
	  	 June 30, 2006
	  	1.400 to 1.0	  	
					
	 July 1, 2006
	  	 —
	  	 September 30, 2006
	  	0.875 to 1.0	  	
					
	 October 1, 2006
	  	 —
	  	 September 30, 2007
	  	Waived	  	
					
	 October 1, 2007
	  	 —
	  	 December 31, 2007
	  	Waived	  	
					
	 January 1, 2008
	  	 —
	  	 December 31, 2008
	  	Waived	  	
			
	 January 1, 2009 and thereafter
	  	3.750 to 1.0	  	

 (d) Capital Expenditure Limit. Make Capital Expenditures during the
following periods that exceed the aggregate amounts set forth opposite each of such periods; provided, that (i) the amount applicable to the period of April 1, 2007 to June 30, 2007 shall be increased by an amount equal to the
excess, if any, of the amount for the period of January 1, 2007 to March 31, 2007 set forth below over the actual amount of Capital Expenditures made during the period of January 1, 2007 to March 31, 2007; (ii) the amount
applicable to the period of July 1, 2007 to September 30, 2007 shall be increased by an amount equal to the excess, if any, of the collective amounts for the periods of January 1, 2007 to March 31, 2007 and April 1, 2007 to
June 30, 2007 set forth below over the actual amount of Capital Expenditures made during the period of January 1, 2007 to June 30, 2007; (iii) the amount applicable to the period of October 1, 2007 to December 31, 2007
shall be increased by an amount equal to the excess, if any, of the collective amounts for the periods of January 1, 2007 to March 31, 2007, April 1 to June 30, 2007 and July 1, 2007 to September 30, 2007 set forth
below over the actual amount of Capital Expenditures made during the period of January 1, 2007 to September 30, 2007; (iv) the amount applicable to the period of April 1, 2008 to June 30, 2008 shall be increased by an amount
equal to the excess, if any, of the amount for the period of January 1, 2008 to March 31, 2008 set forth below over the actual amount of Capital Expenditures made during the period of January 1, 2008 to March 31, 2008;
(v) the amount applicable to the period of July 1, 2008 to September 30, 2008 shall be increased by an amount equal to the excess, if any, of the collective amounts for the periods of January 1, 2008 to March 31, 2008 and
April 1, 2008 to June 30, 2008 set forth below over the actual amount of Capital Expenditures made during the period of January 1, 2008 to June 30, 2008; and (vi) the amount applicable to the period of October 1, 2008
to December 31, 2008 shall be increased by an amount equal to the excess, if any, of the collective amounts for the periods of January 1, 2008 to March 31, 2008, April 1, 2008 to June 30, 2008 and July 1, 2008 to
September 30, 2008 set forth below over the actual amount of Capital Expenditures made during the period of January 1, 2008 to September 30, 2008: 
  

									
	 Period
	  	Capital Expenditures	  	 
	 January 1, 2006
	  	 —
	  	 September 30, 2006
	  	$45,000,000	  
	 October 1, 2006
	  	 —
	  	 December 31, 2006
	  	$55,000,000	  
	 January 1, 2007
	  	 —
	  	 March 31, 2007
	  	$10,000,000	  

  

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	 April 1, 2007
	  	 —
	  	 June 30, 2007
	  	$65,000,000	  	
	 July 1, 2007
	  	 —
	  	 September 30, 2007
	  	$20,000,000	  
	 October 1, 2007
	  	 —
	  	 December 31, 2007
	  	$15,000,000	  
	 January 1, 2008
	  	 —
	  	 March 31, 2008
	  	$28,000,000	  
	 April 1, 2008
	  	 —
	  	 June 30, 2008
	  	$28,000,000	  
	 July 1, 2008
	  	 —
	  	 September 30, 2008
	  	$46,000,000	  
	 October 1, 2008
	  	 —
	  	 December 31, 2008
	  	$10,000,000	  

 (e) Minimum Consolidated EBITDA. Permit Consolidated EBITDA, for each
twelve (12)-fiscal month period ending on the last day of each fiscal month during each period set forth in the table below, to be less than the aggregate amount set forth opposite such period in the table below: 
  

									
	 Period
	  	 Consolidated EBITDA
	  	 
	 December 1, 2006
	  	 —
	  	 June 30, 2007
	  	$25,000,000	  
	 July 1, 2007
	  	 —
	  	 July 31, 2007
	  	$30,000,000	  
	 August 1, 2007
	  	 —
	  	 August 31, 2007
	  	$40,000,000	  
	 September 1, 2007
	  	 —
	  	 September 30, 2007
	  	$40,000,000	  
	 October 1, 2007
	  	 —
	  	 October 31, 2007
	  	$48,000,000	  
	 November 1, 2007
	  	 —
	  	 November 30, 2007
	  	$48,000,000	  
	 December 1, 2007
	  	 —
	  	 December 31, 2007
	  	$48,000,000	  
	 January 1, 2008
	  	 —
	  	 January 31, 2008
	  	$55,000,000	  
	 February 1, 2008
	  	 —
	  	 February 29, 2008
	  	$55,000,000	  
	 March 1, 2008
	  	 —
	  	 March 31, 2008
	  	$55,000,000	  
	 April 1, 2008
	  	 —
	  	 April 30, 2008
	  	$55,000,000	  
	 May 1, 2008
	  	 —
	  	 May 31, 2008
	  	$55,000,000	  
	 June 1, 2008
	  	 —
	  	 June 30, 2008
	  	$55,000,000	  
	 July 1, 2008
	  	 —
	  	 July 31, 2008
	  	$57,000,000	  
	 August 1, 2008
	  	 —
	  	 August 31, 2008
	  	$57,000,000	  
	 September 1, 2008
	  	 —
	  	 September 30, 2008
	  	$57,000,000	  
	 October 1, 2008
	  	 —
	  	 October 31, 2008
	  	$60,000,000	  
	 November 1, 2008
	  	 —
	  	 November 30, 2008
	  	$60,000,000	  
	 December 1, 2008
	  	 —
	  	 December 31, 2008
	  	$60,000,000	  

 (f) Minimum Liquidity. Other than for each fiscal month ending during the


  

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period commencing on September 1, 2007 and ending on December 31, 2008, (i) permit, on the last day of any fiscal month, the sum of
(A) the unutilized and available Revolving Commitments plus (B) the qualified and unrestricted cash and Cash Equivalents held by Loan Parties to be less than $75,000,000 (the “Liquidity Requirement”) or
(ii) fail to deliver any certificate in respect of the Liquidity Requirement required to be delivered pursuant to Section 5.01(m)(v) of this Agreement (Monthly Reports).” 
 (d) Clause (e) of Section 8.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 
 “(e) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in
any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of: (i) with respect to a default under
Section 5.01(m)(iv) (Monthly Reports), six (6) Business Days after the occurrence of such default, (ii) with respect to a default under Section 5.01(m)(v) (Monthly Reports), two (2) Business Days after the occurrence of such
default, and (iii) with respect to any other default, thirty (30) days after written notice thereof from the Administrative Agent or any Lender to Borrowers;” 
 SECTION 2. Acknowledgement by Borrowers of Obligations. The Borrowers hereby acknowledge, confirm, and agree that as of the close of
business on September 27, 2007, (a) the Borrowers are indebted to the Lenders in respect of the Revolving Loans in the principal amount of approximately US$20,000,000.00 (subject to currency exchange fluctuations) and (b) the
Borrowers are indebted to the Lenders in respect of the Letters of Credit in the principal amount of approximately US$24,514,977.37 (subject to currency exchange fluctuations and reductions for any Letters of Credit which are drawn and reimbursed
after September 27, 2007). 
 SECTION 3. Representations, Warranties and Covenants of Loan Parties. To induce the Agents
and Lenders to execute and deliver this Amendment, each of the Loan Parties represents, warrants and covenants that: 
 (a) The execution,
delivery and performance by the Loan Parties of this Amendment and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Loan Documents have been duly authorized, and this Amendment and all documents
and instruments delivered in connection herewith and the Credit Agreement and all other Loan Documents are legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms,
except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity or at law); 
 (b) After giving effect to this Amendment, each of
the representations and warranties made by or on behalf of such Loan Party to either Agent or any Lender in any of the Loan Documents was true and correct when made and in all material respects is true and correct on and as of the date of this
Amendment with the same full force and effect as if each of such representations and warranties had been made by such Loan Party on the date hereof and in this Amendment, and each of the agreements and covenants in the Credit Agreement and the other
Loan Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof; 
 (c) Neither the execution, delivery and performance of this Amendment and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated 

  

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hereby or thereby (i) does or shall contravene, result in a breach of, or violate (A) any provision of any Loan Party’s corporate charter,
bylaws, operating agreement, purchase agreement, or other governing documents, (B) any law or regulation, or any order or decree of any court or government instrumentality, or (C) any indenture, mortgage, deed of trust, lease, agreement or
other instrument to which any Loan Party is a party or by which any Loan Party or any of its property is bound or (ii) requires any notice to, registration or filing with, acceptance, consent or approval of, or any other action by, any
Governmental Authority; 
 (d) Agents’ and Lenders’ security interests in the Collateral continue to be valid, binding, and
enforceable first-priority security interests which secure the Obligations (subject only to any Liens permitted under the Loan Documents), and no tax or judgment liens are currently of record against any Loan Party or any Subsidiary thereof; and

 (e) The recitals to this Amendment are true and correct. 
 SECTION 4. Reference to and Effect Upon the Credit Agreement. 
 (a) Except as specifically set
forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain in full force and effect;
provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same
has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that
neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. 
 (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly
(i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any
other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth
herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. Except as expressly set forth herein, all of the provisions of the Credit Agreement
and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. 
 (c) Upon the effectiveness of this Amendment, all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan
Documents” shall include, without limitation, this Amendment. 
 SECTION 5. Costs and Expenses. Each of the Borrowers and
the other Loan Parties agrees jointly and severally to reimburse Agents and Lenders for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance, or other
representation in connection with this Amendment and the other agreements and documents executed in connection herewith. 
  

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 SECTION 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK. 
 SECTION 7. Headings. Section
headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. 
 SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the
same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Amendment by delivering by facsimile transmission a signature page of this Amendment signed by such party, and
any such facsimile signature shall be treated in all respects as having the same effect as an original signature. Any party delivering by facsimile transmission a counterpart executed by it shall promptly thereafter also deliver a manually signed
counterpart of this Amendment. 
 SECTION 9. Time of Essence. Time is of the essence in the payment and performance of each of
the obligations of any of the parties hereunder and with respect to all conditions to be satisfied by such party. 
 SECTION 10.
Further Assurances. Each Loan Party agrees to take, and to cause its Subsidiaries to take, all further actions and to execute and deliver, and to cause its Subsidiaries to execute and deliver, all further documents as the Agents, or
either of them, may from time to time reasonably request to carry out the transactions contemplated by this Amendment. 
 SECTION 11.
Effectiveness. This Amendment shall become effective at the time (the “Effective Date”) that all of the following conditions precedent have been satisfied (or waived) as determined by the Required Lenders in their sole
discretion (as evidenced by the Required Lenders’ execution and delivery of this Amendment): 
 (a) Agreement. Duly executed
signature pages for this Amendment signed by the Required Lenders and Loan Parties shall have been delivered to the Administrative Agent. 
 (b) Representations and Warranties. The representations and warranties contained herein shall be true and correct in all material respects, and no Event of Default or Default shall exist on the Effective Date. 
 (c) Payment of Commitment Fees and Letter of Credit Fees. All outstanding Commitment Fees and Fees related to any of the Letters of Credit shall
each have been paid in cash to the Administrative Agent. 
 (d) Expenses. All of the expenses owing the Agents under
Section 10.03 of the Credit Agreement shall have been paid in full. 
 *** Signature Pages Follow *** 
  

 8 








 IN WITNESS WHEREOF, this Eighth Amendment to Credit Agreement has been executed by the parties hereto as
of the date first written above. 
  

			
	MAGNACHIP SEMICONDUCTOR S.A., a Luxembourg company
		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	
	
	MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware limited liability company
		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	
	
	MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company
		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	


 Signature Page to Eighth Amendment to Credit Agreement 








			
	SUBSIDIARY GUARANTORS
	
	MAGNACHIP SEMICONDUCTOR, INC., a California corporation
		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	


 Signature Page to Eighth Amendment to Credit Agreement 








			
	MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC, a Delaware limited liability company
		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	


 Signature Page to Eighth Amendment to Credit Agreement 








			
	MAGNACHIP SEMICONDUCTOR LIMITED, a company incorporated in England and Wales with registered number 05232381
		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	


 Signature Page to Eighth Amendment to Credit Agreement 








			
	MAGNACHIP SEMICONDUCTOR, INC., a Japanese company
		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	


 Signature Page to Eighth Amendment to Credit Agreement 







 For execution as a deed: 
  

							
	EXECUTED AS A DEED by	 		 	)	  	
		 		 	)	  	
	as duly appointed attorney	 		 	)	  	
	pursuant to a power of attorney	 		 	)	  	
	dated	 		 	)	  	
	for and on behalf of	 		 	)	  	
	MAGNACHIP SEMICONDUCTOR	 		 	)	  	
	LIMITED	 		 	)	  	
	in the presence of:	 		 	)	  	

  

									
	Witness:	 	  
	 		 	Witness:	 	  

					
	Name:	 		 		 	Name:	 	
					
	Address:	 		 		 	Address:	 	

 For execution otherwise than as a deed: 
  

													
	SIGNED by	 	 /s/ Robert Krakauer
	 		 	)	  		  		  	
		 		 		 	)	  		  		  	
	as duly appointed attorney	 		 	)	  		  		  	
	pursuant to a power of attorney	 		 	)	  		  		  	
	dated	 		 	)	  		  		  	
	for and on behalf of	 		 	)	  		  		  	
	MAGNACHIP SEMICONDUCTOR	 		 	)	  		  		  	
	LIMITED	 		 	)	  		  		  	
	in the presence of:	 		 	)	  		  		  	

  

					
	Witness:	 	 /s/ John McFarland
	 	
			
	Name:	 	John McFarland	 	
		
	Address:	 	891 Daechi-dong, Gangnam-gu, Seoul, Korea

 CERTIFICATION LANGUAGE 
 I, the undersigned, being a director of MagnaChip Semiconductor Limited, do hereby certify that this document is a true and complete copy of its original. 
  

			
	 /s/ Robert Krakauer

	[Name]	 	Robert Krakauer
	Date:

 Signature Page to Eighth Amendment to Credit Agreement 








					
	MAGNACHIP SEMICONDUCTOR B.V.
			
	By:	 	 /s/ Stefan Boermans
	 	 /s/ A.M.L. Kuijpers

	Name:	 	S. Boermans	 	A.M.L. Kuijpers
	Title:	 	Director	 	Director


 Signature Page to Eighth Amendment to Credit Agreement 








			
	MAGNACHIP SEMICONDUCTOR HOLDING
COMPANY LIMITED, a British Virgin Islands
company
		
	By:	 	 /s/ John McFarland

	Name:	 	John McFarland
	Title:	 	


 Signature Page to Eighth Amendment to Credit Agreement 








			
	 MAGNACHIP SEMICONDUCTOR,
 LTD., a Taiwan
company

		
	By:	 	 /s/ Robert Krakauer

	Name:	 	Robert Krakauer
	Title:	 	


 Signature Page to Eighth Amendment to Credit Agreement 








			
	IC MEDIA INTERNATIONAL CORPORATION, a
Cayman Islands company
		
	By:	 	 /s/ John McFarland

	Name:	 	John McFarland
	Title:	 	Director


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	 UBS SECURITIES LLC, as Arranger,
 Syndication Agent and Documentation
 Agent

		
	By:	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director, Banking Products Services, U.S.
		
	By:	 	 /s/ David B. Julie

	Name:	 	David B. Julie
	Title:	 	Associate Director, Banking Products Services, U.S.
	
	 UBS AG, STAMFORD BRANCH, as
 Administrative
Agent and Collateral Agent

		
	By:	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director, Banking Products Services, U.S.
		
	By:	 	 /s/ David B. Julie

	Name:	 	David B. Julie
	Title:	 	Associate Director, Banking Products Services, U.S.
	
	 UBS LOAN FINANCE LLC, as
 Swingline Lender


		
	By:	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director, Banking Products Services, U.S.
		
	By:	 	 /s/ David B. Julie

	Name:	 	David B. Julie
	Title:	 	Associate Director, Banking Products Services, U.S.


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	KOREA EXCHANGE BANK
		
	By:	 	 /s/ Il-Won Joo

	Name:	 	Il-Won Joo
	Title:	 	Senior Relationship Manager


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	GOLDMAN SACHS CREDIT PARTNERS L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	


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	CITICORP NORTH AMERICA, INC.
		
	By:	 	 /s/ Carl Cho

	Name:	 	Carl Cho
	Title:	 	Director


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	JPMORGAN CHASE BANK N.A.
		
	By:	 	 /s/ William A. Austin

	Name:	 	William A. Austin
	Title:	 	Exec. Director


 Signature Page to Eighth Amendment to Credit Agreement 








			
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	 /s/ Paul O’Leary

	Name:	 	Paul O’Leary
	Title:	 	Vice President
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	 /s/ Susan LeFevre

	Name:	 	Susan LeFevre
	Title:	 	Director


 Signature Page to Eighth Amendment to Credit Agreement