Exhibit 10.15(a)
FIRST AMENDMENT TO GENERAL
SERVICE SUPPLY AGREEMENT
This First Amendment to General
Service Supply Agreement (this “Amendment”) is entered
into as of December 30, 2005 by and between Hynix
Semiconductor, Inc. (“Hynix”) and MagnaChip
Semiconductor Ltd. (“NewCo”) (each a
“Party”, and collectively the
“Parties”).
WHEREAS, the Parties are parties to
that certain General Service Supply Agreement dated as of
October 6, 2004 (the “Agreement”), and wish to
amend the Agreement as set forth below.
NOW, THEREFORE, the Parties agree as
follows:
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1.
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Section 1.1 is hereby amended by adding the
following thereto in the appropriate alphabetical order
:
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“”Mask Shop Chemicals
and Gases Procurement Services” shall mean the provision by
NewCo to Hynix with such quantities of the chemicals (including
TMAH2.38, Thinner, HMDS, H2SO4, H2O2, NH4OH and IPA) and gases
(including CI2, CF4, CHF3, SF6, HCI, F2/Kr/Ne, Kr/Ne)
(collectively, the “Chemicals and Gases”) required for
Hynix’s mask production lines installed in C1 and C2
buildings as are requested by Hynix from time to
time.”
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2.
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Section 1.1 is hereby amended by deleting
the defined term “Services” and replacing such defined
term with the following:
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““Services” shall
mean such services related to goods, facilities and utilities which
are required or desirable for transition, setting-up or continuing
operation of the applicable Party’s business and consisting
of each of the services constituting the Vivendi Services, Hynix
Utilities and Infrastructure Support Services, NewCo Utilities and
Infrastructure Support Services, Welfare Facility Services,
Environmental Safety & Facility Monitoring Services, Mask
Services, CAO Operation Support Services, Chemical Procurement
Services, Mask Shop Chemicals and Gases Procurement Services ,
Joint Purchasing Services and the other services described
herein.”
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3.
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Section 2.6 is hereby amended and restated
in its entirety as follows:
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“Each of the NewCo Utilities
and Infrastructure Support Services and Mask Shop Chemicals and
Gases Procurement Services shall be provided for the Initial
Service Period and for successive additional one (1)-year periods,
unless Hynix notifies NewCo in writing of its desire not to renew
the provision of such Services at least sixty (60) days prior
to the expiration of the Initial Service Period or any annual
anniversary thereof or such Services are earlier terminated
pursuant to this Agreement.”
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4.
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Section 3.1 is hereby amended by deleting
the second sentence thereof in its entirety and by adding the
following sentence to the end of such section:
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“NewCo shall provide Hynix
with the NewCo Utilities and Infrastructure Support Services and
Mask Shop Chemicals and Gases Procurement Services, and Hynix shall
receive such Services from NewCo, for the periods determined in
accordance with Article 2.”
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5.
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Appendix A
hereto shall be added as Exhibit H of the Agreement and
Section 3.3 is hereby amended by deleting the first sentence
thereof in its entirety and by adding the following sentence to the
beginning of such section:
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“The fees for the
Environmental Safety & Facility Monitoring Services, Hynix
Utilities and Infrastructure Support Services, NewCo Utilities and
Infrastructure Support Services, Welfare Facility Services,
Chemical Procurement Services and Mask Shop Chemicals and Gases
Procurement Services shall be determined in accordance with
Exhibits B, C.1, C.2, E, F and H, respectively.”
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6.
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Section 7.1 is hereby amended and restated
in its entirety as follows:
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“Hynix shall invoice NewCo on
the last day (except that for the Vivendi Services this shall be
the fourteenth (14 th ) day, until the expiration
and/or termination of the Vivendi Water and Wastewater Service
Agreement) of each calendar month for the fees for the
Environmental Safety & Facility Monitoring Services, Hynix
Utilities and Infrastructure Support Services (except for the fees
for electricity (substation of the Korea Electric Power
Corporation), water and fuel, which will be invoiced as set forth
in the third sentence of this Section 7.1),
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Vivendi Services, Welfare Facility
Services and Chemical Procurement Services, provided during such
calendar month specifying the Services provided during that month
and the amount of fees for such Services calculated in accordance
with Exhibits B, C.1, D, E and F, respectively, and Article 3. By
the twenty-fifth (25 th ) day of the next calendar
month following the invoice (except with respect to the Vivendi
Services for which the due date will be the twenty-fourth
(24 th ) day of the invoiced calendar
month, until the expiration and/or termination of the Vivendi Water
and Wastewater Service Agreement), NewCo shall pay the invoiced
amount and value added tax thereto to Hynix’s designated
account by means of a wire transfer in cash. In addition, by the
fifth (5 th ) day prior to the due date for
the fees for electricity (substation of the Korea Electric Power
Corporation), water and fuel supplied by Hynix to NewCo as part of
the Hynix Utilities and Infrastructure Support Services as such due
date is set forth on the relevant invoice therefore, Hynix shall
invoice NewCo for the fees for such Services in the amounts for
which such fees are set forth on the relevant invoice issued by
relevant agencies and NewCo shall pay such
