SONICBLUE INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>f74721ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>   1
                                                                    Exhibit 10.2

                                 FIRST AMENDMENT


        THIS AMENDMENT, dated as of May 9, 2001 (this "Amendment"), amends the
Credit Agreement, dated as of November 9, 2000 (the "Credit Agreement"), by and
between SONICBLUE INCORPORATED, a Delaware corporation, formerly known as S3
Incorporated (the "Borrower") and CHINATRUST COMMERCIAL BANK, LTD., acting
through its New York Branch, as Agent, and CHANG HWA COMMERCIAL BANK, LTD.,
acting through its New York Branch, CHINATRUST COMMERCIAL BANK, LTD., acting
through its New York Branch and TAIPEIBANK, LTD., acting through its New York
Agency (the aforementioned referred to hereinafter, individually, as a "Bank",
and collectively, as "Banks") and the Note dated as of November 9, 2000 from the
Borrower to the Agent.


                               W I T N E S S E T H



        WHEREAS, the Borrower, Agent and the Banks have entered into the Credit
Agreement (all capitalized terms used herein and not otherwise defined herein
shall have the meanings described thereto in the Credit Agreement) and Borrower
has given the Note; and

        WHEREAS, the Borrower has requested that the Note and Credit Agreement
be amended; and

        WHEREAS, the Bank is willing to agree to such amendment on the terms and
conditions hereinafter set forth;


        NOW, THEREFORE, for good and valuable consideration the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:


        ARTICLE 1. AMENDMENT TO NOTE. The Note dated November 9, 2000 is
restated and substituted for by the note dated May 9, 2001 (as restated and
substituted for said note shall hereinafter be referred to as the "Note"), a
copy of which is attached to this First Amendment as Exhibit A.

        ARTICLE 2. AMENDMENTS TO CREDIT AGREEMENT.

        (a) The second "Whereas" paragraph is deleted and the following sentence
is substituted in its place and stead:

<PAGE>   2
               WHEREAS, the Borrower has requested that the loan be both
        increased to Eighty Million Dollars ($80,000,000.00) and that the term
        of the loan be extended; and

        (b) The definition of the term "Total Loan Amount" is deleted and the
following sentence is substituted in its place and stead:

        "Total Loan Amount" -- the principal amount of Eighty Million
        ($80,000,000.00) Dollars.

        (c) Section 2.1 of the Credit Agreement is amended by adding the
following subsection (c) as follows:

               (c) Chinatrust Commercial Bank, Ltd., New York Branch agrees, on
        the terms and subject to the conditions of this Agreement, on the date
        of the First Amendment, to lend to the Borrower an additional Ten
        Million ($10,000,000.00) Dollars. Notwithstanding anything to the
        contrary herein, the Agent shall reserve and not disburse from such loan
        the Interest Reserve as required by Section 2.4(d) and also debit the
        all fees and expenses required to be paid by Borrower to Agent.

        (d) Section 2.2 is deleted and the following Section 2.2 is substituted
in its place and stead:

               The loan made by the Banks hereunder shall be evidenced by a
        single promissory note for the Total Loan Amount. The original note
        shall have been dated November 9, 2000 and shall be payable to the order
        of the Agent, as agent for the Banks. The restated and substituted note
        shall be dated May 9, 2001 (as restated and substituted for said note
        shall hereinafter be referred to as the "Note"). The Note shall be
        subject to repayment as provided in Section 2.3 hereof.

        (e) The first sentence of Section 2.3(a) of the Credit Agreement is
deleted and the following sentence is substituted in its place and stead:

        The Reimbursement Obligations shall be repaid in full on November 9,
2001.

        (f) Section 2.3 of the Credit Agreement is amended by adding the
following subsection (d) as follows:

               (d) If the Borrower chooses to repay part of the Total Loan
        Amount, rather than pledge additional shares of United Microelectronics
        Corp. pursuant to the terms of the Pledge Agreement, it shall be deemed
        to be a prepayment for purposes of Section 2.3(b) and Borrower shall be
        required to pay the prepayment penalty as set forth therein.

        (g) The last sentence of Section 2.4(d) is deleted and the following
sentence is substituted in its place and stead:

                                       2
<PAGE>   3

        The Interest Reserve shall bear interest of four percent (4.0%) per
        annum, which interest will be paid monthly to the Borrower.

        (h) The Credit Agreement is amended by adding the following subsection
to Section 2.4:

               (f) Upon the extension of this facility pursuant to the Extension
        Option, the Borrower shall deposit with the Agent a new Interest Reserve
        in a sum equal to six (6) months' interest at the then current LIBOR if
        the length of the extension is six (6) months or a sum equal to three
        (3) months' interest at the then current LIBOR if the length of the
        extension is three (3) months. Failure of the Borrower to deposit the
        new Interest Reserve upon the extension shall constitute an Event of
        Default.

        (i) Section 2.5 of the Credit Agreement is amended by adding the
following subsection (c) as follows:

               (c) If the Extension Option, as defined in Section 2.12, is
        exercised the Borrower shall pay to the Agent for the benefit of the
        Banks a fee of forty-five one hundredths percent (0.45%) of the Total
        Loan Amount, if the extension is for a three (3) month period or shall
        pay a fee of ninety one hundredths percent (0.90%) of the Total Loan
        Amount if the extension is for a six (6) month period.

        (j) The Credit Agreement is amended by adding the following Section
2.12:

               Section 2.12 Extension Option.

               The Borrower may request an extension of the term of this
        facility for an additional three (3) or six (6) months (the "Extension
        Option"). The Borrower shall make such request by giving written notice
        to the Agent, which notice must be given at least forty-five (45)
        calendar days prior to November 9, 2001. The extension shall be granted
        upon the unanimous consent of the Banks. If the Banks consent to the
        extension, the fee for the exercise of the Extension Option pursuant to
        Section 2.5(c) shall be paid on or before November 9, 2001, as a
        precondition to the facility being extended.

        (k) The Percentage Shares of each Bank set forth opposite such Bank's
signature on the signature page of the Credit Agreement are deleted and the are
substituted in their place and stead:

        Chang Hwa Commercial Bank, Ltd.            Percentage Share 18.75%
        Chinatrust Commercial Bank, Ltd.           Percentage Share 75.00%
        Taipeibank, Ltd.                           Percentage Share  6.25%

                                       3
<PAGE>   4

        ARTICLE 3. AMENDMENT TO PLEDGE AGREEMENT. The parties hereto agree to
the amendment of the Pledge Agreement in the form annexed hereto as Exhibit B.

        ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF BORROWER. On and as of the
date hereof, before and after giving effect to this Amendment, the Borrower
represents and warrants to the Agent and the Banks as follows:

        (a) The Borrower shall have complied and shall then be in compliance
with all of the terms, covenants and conditions of the Credit Agreement;

        (b) Before and after giving effect to this Amendment, there shall exist
no default or Event of Default under the Credit Agreement; and

        (c) The representations and warranties contained in Section 5 of the
Credit Agreement shall be true and correct.

        ARTICLE 5. EFFECT OF AMENDMENT: RATIFICATION. (a) All references to the
Credit Agreement in the Note, Pledge Agreement, Agency Agreement among the
Agent, Chinatrust Commercial Bank, Corporate Banking Group, Southern Region of
Taipei City and Tun Nan Branch and the International Administration Department
of Chinatrust Commercial Bank and Borrower and other agreements, documents,
certificates, instruments now or hereafter executed by the Borrower (the
"Documents") shall be deemed to refer to the Documents as amended by this
Amendment, and the terms "this Agreement," and the words "hereof," "herein,"
"hereunder" and words of similar import, as used in the Documents, shall mean
the Documents, as amended hereby.

        (b) Except as expressly set forth herein, this Amendment shall not
constitute an amendment, waiver or consent with respect to any provision of the
Documents, and the Documents, as amended hereby, are hereby ratified, approved
and confirmed in all respects.

        ARTICLE 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts, and by the parties hereto in separate counterparts
including by telecopier), each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

        ARTICLE 7. FEES AND EXPENSES. The Agent shall debit from the proceeds of
the loan being made pursuant to Section 2.1(c) of the Credit Agreement all fees
and expenses of the Agent set forth in the term letter dated April 13, 2001 from
the Agent to the Borrower and relating to the administration, preparation,
negotiation and execution of this Amendment (and including fees and
disbursements of legal counsel). Fees paid pursuant to this Article 7 shall
constitute all of the fees payable under this Amendment, notwithstanding Section
2.5(a) of the Credit Agreement.

        ARTICLE 8. EFFECTIVENESS. This Amendment shall become effective as of
the date first above written when the Agent shall have received (i) counterparts
of this Amendment duly executed by the parties hereto, (ii) counterparts of the
amendment to the Pledge Agreement duly

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executed by the parties thereto and (iii) payment of all fees due and payable
under or in connection with this Amendment.

        ARTICLE 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        ARTICLE 10. PREVIOUS AGREEMENTS. This Amendment supersedes any and all
previous agreements, documents and understandings relating to the subject matter
hereof, to the extent inconsistent herewith.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their by their respective officers or other duly
authorized representatives as of the date first above written.

                                    BORROWER:
                                    SONICBLUE INCORPORATED


                                    By: /s/ Ronald R. Matsushima
                                        ---------------------------------------
                                    Name: Ronald R. Matsushima
                                    Title: Vice President & Corporate Treasurer

                                    AGENT:
                                    CHINATRUST COMMERCIAL BANK, LTD.,
                                    New York Branch


                                    By: /s/ John Teng
                                        ---------------------------------------
                                    Name: John Teng
                                    Title: Executive Vice President &
                                           Head of America Region

                                    BANKS:
                                    CHANG HWA COMMERCIAL BANK, LTD.,
                                    New York Branch


                                    By: /s/ Chen-Yu Chen
                                        ---------------------------------------
                                    Name: Chen-Yu Chen
                                    Title: Vice President &
                                           Deputy General Manager


                                    CHINATRUST COMMERCIAL BANK, LTD.,
                                    New York Branch


                                    By: /s/ John Teng
                                        ---------------------------------------
                                    Name: John Teng
                                    Title: Executive Vice President &
                                           Head of America Region


                                       5
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                                    TAIPEIBANK, LTD.,
                                    New York Agency

                                    By: /s/ Sophia Jing
                                        -------------------------------------
                                    Name: Sophia Jing
                                    Title: Vice President &
                                           General Manager

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