EXHIBIT 10.64.c
EXECUTION VERSION
THIRD AMENDMENT TO
FORBEARANCE AGREEMENT
This THIRD AMENDMENT TO FORBEARANCE AGREEMENT TO CREDIT AGREEMENT (this "Third
Amendment") is entered into as of December 16, 2008, 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 10, rue de
Vianden, L-2680 Luxembourg, Grand Duchy of Luxembourg, registered with the
Luxembourg Register of commerce and companies under the number B 97,483
("MagnaChip S.A."), MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware
corporation ("MagnaChip Finance" and collectively with MagnaChip S.A.,
"Borrowers"), MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company
("Holdings"), the Subsidiary Guarantors listed on the signature pages hereto
(such term and each other capitalized term used but not defined herein having
the meaning given to it in Section 1) (together with the Borrowers and Holdings,
the "Loan Parties"), the financial institutions party hereto as Lenders under
the Credit Agreement (as hereinafter defined) (collectively, the "Lenders"), and
UBS AG, STAMFORD BRANCH (the "Agent"), as Administrative Agent and Collateral
Agent, and is made with reference to that certain FORBEARANCE AGREEMENT TO
CREDIT AGREEMENT, dated as of November 14, 2008 (the "Original Forbearance
Agreement"), LIMITED WAIVER AND AMENDMENT TO FORBEARANCE AGREEMENT, dated as of
December 3, 2008 ("Forbearance Agreement First Amendment"), and SECOND AMENDMENT
TO FORBEARANCE AGREEMENT, dated as of December 10, 2008 ("Forbearance Agreement
Second Amendment" and, together with the Original Forbearance Agreement and the
Forbearance Agreement First Amendment, in each case as amended, restated,
supplemented or otherwise modified from time to time, collectively the
"Forbearance Agreement"), by and among the Loan Parties, the Lenders signatory
thereto and Agent.
RECITALS
A. As of the date hereof, the Events of Default identified in clauses (2) and
(3) under "Anticipated Defaults" on Annex I hereto have occurred and are
continuing (the "Additional Specified Defaults").
B. Borrowers have requested that the Agent and the Lenders (sometimes referred
to herein individually as a "Lender Party," and collectively as the "Lender
Parties") agree to modify certain provisions of the Forbearance Agreement as
provided for herein in connection with such Additional Specified Defaults.
C. Subject to the terms and conditions set forth herein, the Lender Parties have
agreed to amend the Forbearance Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the terms, 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:
1
SECTION 1. Definitions.
(a) As used herein, including the preamble and the recitals hereto, the
following terms shall have the respective meanings set forth below:
"Additional Specified Defaults" shall have the meaning assigned to such term in
the recitals hereto.
"Agent" shall have the meaning assigned to such term in the preamble hereto.
"Borrowers" shall have the meaning assigned to such term in the preamble hereto.
"Forbearance Agreement" shall have the meaning assigned to such term in the
preamble hereto.
"Holdings" shall have the meaning assigned to such