Exhibit 10.18.1
FIRST AMENDMENT TO LOAN AND
SECURITY AGREEMENT, PROMISSORY NOTE SECURED BY DEED OF TRUST
(MORTGAGE LOAN), AND PROMISSORY NOTE SECURED BY DEED OF TRUST (TERM
LOAN)
This First Amendment to Loan and
Security Agreement, Promissory Note Secured By Deed of Trust
(Mortgage Loan), and Promissory Note Secured By Deed of Trust (Term
Loan)(“Amendment”), dated as of October 31, 2008,
by and between CITIBANK, N.A. ( “Lender” ), and
OMNIVISION TECHNOLOGIES, INC. ( “Borrower” ) is
made with reference to the following facts:
RECITALS
A.
Lender and Borrower entered into a
Loan and Security Agreement, dated as of March 16, 2007 (as
amended or modified from time to time, the “Loan
Agreement” ), pursuant to which Lender made (i) a
Mortgage Loan (as such term is defined in the Loan Agreement) to
Borrower in an initial principal amount not to exceed Twenty-Seven
Million Nine Hundred Twenty-Seven Thousand Forty-Five and No/100
Dollars ($27,927,045.00), and (ii) a Term Loan (as such term
is defined in the Loan Agreement) to Borrower in a total aggregate
amount not to exceed Twelve Million Dollars ($12,000,000), in each
case, on the terms and conditions contained in the Loan
Agreement.
B.
The Mortgage Loan is evidenced by
that certain Promissory Note Secured by Deed of Trust (Mortgage
Loan), dated March 16, 2007, in the initial principal amount
of Twenty-Seven Million Nine Hundred Twenty-Seven Thousand
Forty-Five and No/100 Dollars ($27,927,045.00) (as amended,
modified, renewed or extended, the “Mortgage Loan
Note” ).
C.
The Term Loan is evidenced by that
certain Promissory Note Secured by Deed of Trust (Term Loan), dated
March 16, 2007, in the initial principal amount of Twelve
Million and No/100 Dollars ($12,000,000.00) (as amended, modified,
renewed or extended, the “Term Loan Note”
).
D.
The parties hereto desire to amend
the Loan Agreement, the Mortgage Loan Note and the Term Loan Note
as set forth in this Amendment.
E.
Except as may be otherwise expressly
defined in this Amendment, all capitalized terms used in this
Agreement shall have the meanings ascribed to them in the Loan
Agreement.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1.
Recitals . The Recitals set forth above are incorporated
into this Amendment by this reference.
2.
Modification of Loan
Agreement .
2.1
The definition of Interest Period
set forth in Section 1.1 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
“`Interest
Period’ means for
(a) for the first Interest Period hereunder, from the date of
initial funding of either of the Loans through and including
March 31, 2007, and (b) for each Interest Period
thereafter commencing April 1, 2007, one calendar month (i.e.,
periods ending on the last day of each calendar
month).”
2.2
The definition of LIBOR Rate (Term
Loan) set forth in Section 1.1 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
“`LIBOR Rate (Term
Loan)’ means, for
each Interest Period, the rate per annum determined by Lender as
the sum of (a) the quotient of (i) the LIBOR Base Rate
(Term Loan) for such Interest Period, divided by
(ii) 100% minus the Reserve Percentage, plus
(b) one and one-quarter percent (1.25%). The LIBOR Rate shall
be adjusted on and as of the effective day of any change in the
Reserve Percentage.”
2.3
The definition of LIBOR Rate
(Mortgage Loan) set forth in Section 1.1 of the Loan Agreement
is hereby deleted in its entirety and replaced with the
following:
“ ` LIBOR Rate (Mortgage Loan)’
means, for each Interest Period, the rate per annum determined by
Lender as the sum of (a) the quotient of (i) the LIBOR
Base Rate (Mortgage Loan) for such Interest Period, divided
by (ii) 100% minus the Reserve Percentage, plus
(b) nine-tenths percent (0.90%). The LIBOR Rate (Mortgage
Loan) shall be adjusted on and as of the effective day of any
change in the Reserve Percentage.”
2.4
Section 3.2(a)(ii) of the
Loan Agreement is hereby deleted in its entirety and replaced with
the following:
“(ii)
Commencing on May 1, 2007, and
continuing on the first day of each calendar month thereafter to
and including October 1, 2008, Borrower shall make monthly
payments to Lender of principal and interest (in arrears) in an
amount necessary to fully amortize the Mortgage Loan over an
amortization period ending o
