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Exhibit 10.4
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT is made on this 9th day of May, 2001 by and between
SONICblue Incorporated (formerly named as S3 Incorporated, the "Pledgor") and
Chinatrust Commercial Bank (the "Pledgee"), in its capacity as the security
agent acting for the interest of all banks under the Credit Agreement dated 9
November 2000 made by and between the Pledgor as the borrower and all banks
named therein as the lender (the "Credit Agreement")
WHEREAS, all parties to the Credit Agreement have agreed to amend the credit
facility under the Credit Agreement (the Credit Agreement being amended
hereinafter called the "First Amendment") to increase the amount of the credit
facility from US$70 million to US$80 million;
WHEREAS, as required under Article 3 of the First Amendment, the parties hereto
have agreed to amend the Pledge Agreement dated 9 November 2000 made by and
between the Pledgor and the Pledgee (the "Pledge Agreement");
NOW THEREFORE, in consideration of the premises above and the covenants
contained hereinafter, the parties hereto agree as follows:
1. Notwithstanding the renewal of the credit facility under the Credit
Agreement, the parties hereto agree that the pledge created under the
Pledge Agreement shall be applied to secure any and all of the debts,
liabilities and obligations of the Pledgor under the First Amendment.
2. Except for the following, all the terms, conditions and provisions of
the Pledge Agreement shall remain the same:
(i) in addition to the first priority perfected security interest in
the existing Pledged Shares in favor of the Pledgee under the
Pledge Agreement, the Pledgor shall, on or before the drawdown of
the loan under the First Amendment, provide, pledge and create a
first priority perfected security interest thereon in favor of
the Pledgee, covering an additional 1,000,000 unrestricted common
shares issued by the Company to fully secure its borrowing
obligations under the First Amendment;
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(ii) the ratio of "175%" in Line 2 of Section 5 (b) of the Pledge
Agreement shall be amended to "180%";
(iii) the ratio of "130%" in Lines 1 and 4 of Section 5 (c) of the
Pledge Agreement shall be amended to "150%";
(iv) the ratio of "175%" in Line 1 of Section 6 (b) of the Pledge
Agreement shall be amended to "180%"; and
(v) all references to "Credit Agreement and its date and loan amount"
in the Pledge Agreement shall be deemed as referring to "First
Amendment" and its date and loan amount"; and all references to
"this Agreement", "hereof" or "herein" in the Pledge Agreement
shall be deemed as referring to the Pledge Agreement and this
Amendment Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date and year first written above.
Pledgee: Pledgor:
Chinatrust Commercial Bank SONICblue Incorporated
By /s/ Xxxx Xxxx By /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxx Xxxx Name: Xxxxxx X. Xxxxxxxxxx
Title: Executive Vice President & Title: Vice President &
Head of America Region Corporate Treasurer
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