AMENDED AND RESTATED LICENSE AGREEMENT (TrenchDMOS) DATED September 19, 2007 BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INC. AND MAGNACHIP SEMICONDUCTOR, LTD.License Agreement • October 14th, 2010 • MagnaChip Semiconductor LTD (United Kingdom) • Semiconductors & related devices • California
This agreement (the “Agreement”) is made effective as of September 19, 2007 (“Effective Date”), by and between Advanced Analogic Technologies Inc., a California corporation with its principal place of business located at 830 E. Arques Ave, Sunnyvale California 94085 (hereafter called “AATI”) and MagnaChip Semiconductor, Ltd. with its principal place of business located 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si,Chungbuk, South Korea (hereafter called “MAGNACHIP”).
REGISTRATION RIGHTS AGREEMENT Dated as of December 23, 2004 By and Among MAGNACHIP SEMICONDUCTOR S.A. and MAGNACHIP SEMICONDUCTOR FINANCE COMPANY and THE GUARANTORS NAMED HEREIN as Issuers, and UBS SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC.,...Registration Rights Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of December 16, 2004, by and among the Issuers, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), relating to the offering of $250,000,000 aggregate principal amount of the Issuers’ 8% Senior Subordinated Notes due 2014 (the “Notes”). The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.
BUILDING LEASE AGREEMENT Between Hynix Semiconductor Inc. (as Lessor) and MagnaChip Semiconductor, Ltd. (as Lessee) with respect to M4 Building located in Ichon the Republic of Korea October 6, 2004Building Lease Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
WHEREAS, the Parties have entered into a certain business transfer agreement dated June 12, 2004, as amended (the “BTA”) pursuant to which, among other things, Lessee has agreed to acquire the Acquired Assets (as defined in the BTA) from Lessor subject to the terms and conditions set forth in the BTA;
LICENSE AGREEMENT (ModularBCD) DATED March 18, 2005 BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INC. AND MAGNACHIP SEMICONDUCTOR, LTD.License Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • California
This agreement (the “Agreement”) is made effective as of March 18, 2005, by and between Advanced Analogic Technologies Inc., a California corporation with its principal place of business located at 830 E. Arques Ave, Sunnyvale California 94085 (hereafter called “AATI”) and MagnaChip Semiconductor, Ltd. with its principal place of business located at 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si, Chungbuk, South Korea (hereafter called “MAGNACHIP”).
SERVICE AGREEMENTService Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware
THIS SERVICE AGREEMENT (“Agreement”) is executed by and between MagnaChip Semiconductor, Ltd., a Korean limited liability company (the “Company”), IC Media Corporation, a Delaware corporation (“IC Media”), and Jason Hartlove, an individual (the “Officer”), effective as May 16, 2005.
REGISTRATION RIGHTS AGREEMENT Dated as of December 23, 2004 By and Among MAGNACHIP SEMICONDUCTOR S.A. and MAGNACHIP SEMICONDUCTOR FINANCE COMPANY and THE GUARANTORS NAMED HEREIN as Issuers, and UBS SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC.,...Registration Rights Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of December 16, 2004, by and among the Issuers, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), relating to the offering of $300,000,000 of the Issuers’ Floating Rate Second Priority Senior Secured Notes due 2011 and $200,000,000 of the Issuers’ 6 7/8% Second Priority Senior Secured Notes due 2011 (the “Notes”). The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.
MAGNACHIP SEMICONDUCTOR S.A. AND MAGNACHIP SEMICONDUCTOR FINANCE COMPANY as Issuers, AND EACH OF THE GUARANTORS PARTY HERETO 8% SENIOR SUBORDINATED NOTES DUE 2014Indenture • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • New York
INDENTURE dated as of December 23, 2004 among MAGNACHIP SEMICONDUCTOR S.A., a Luxembourg public limited liability company (societe anonyme) (“MagnaChip”), MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (“Finance Company,” and together with MagnaChip, the “Issuers”), the Guarantors (as defined), and THE BANK OF NEW YORK, as trustee (the “Trustee”).
SERVICE AGREEMENTService Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware
THIS SERVICE AGREEMENT is dated as of this 6th day of October, 2004 by and between MagnaChip Semiconductor, Ltd., a Korean yuhan hoesa (the “Company”), and Youm Huh, an individual (the “Officer”).
This Technology License Agreement (“Agreement”) is made and entered into the 22 day of August 2001 (“Effective Date”) BETWEEN ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”) andTechnology License Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • London
HYNIX SEMICONDUCTOR INC. a company organised and existing under the laws of the Republic of Korea and whose principal place of business is situated at San 136-1, Ami-ri, Bubal-eub, Ichon-si, Kyoungki-do, Republic of Korea (“LICENSEE”).
GENERAL SERVICE SUPPLY AGREEMENT between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. October 6, 2004General Service Supply Agreement • October 14th, 2010 • MagnaChip Semiconductor LTD (United Kingdom) • Semiconductors & related devices
This GENERAL SERVICE SUPPLY AGREEMENT (this “Agreement”), dated as of October 6, 2004 (the “Effective Date”), is entered into by and between:
SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of October 6, 2004 by and among MAGNACHIP SEMICONDUCTOR LLC, CVC CAPITAL PARTNERS ASIA PACIFIC LP, ASIA INVESTORS LLC, CVC CAPITAL PARTNERS ASIA II LIMITED, CITIGROUP VENTURE CAPITAL...Securityholders’ Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware
THIS IS A SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of October 6, 2004 among (i) MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), (ii) CVC Capital Partners Asia Pacific LP, a Cayman Islands limited partnership (“CVC Asia LP”), Asia Investors LLC, a Delaware limited liability company (“CVC Asia Investors”) and CVC Capital Partners Asia II Limited, a Jersey company (“CVC Asia II Limited” and, collectively with CVC Asia LP and CVC Asia Investors, “CVC Asia Pacific Investors”), (iii) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity Fund”), CVC Executive Fund LLC, a Delaware limited liability company (“CVC Executive Fund”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership (“CVC Employee Fund”), the persons named on Schedule I hereto (collectively, the “CVC Co-Investors” and, collectively with CVC Equity Fund, CVC Executive Fund and CVC Employee Fund, “CVC US”), (iv) Francisco Partn
SERVICE AGREEMENTService Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLCLimited Liability Company Agreement • August 4th, 2010 • MagnaChip Semiconductor LTD (United Kingdom) • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC, a Delaware limited liability company (the “Company”), is adopted as of December ___, 2004 (the “Effective Date”), by MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company (“Sole Member”), as the Sole Member of the Company.
LAND LEASE AND EASEMENT AGREEMENT between Hynix Semiconductor Inc. as Lessor and MagnaChip Semiconductor, Ltd. as Lessee with respect to certain land located in the Cheong-Ju Complex in Cheong-Ju, the Republic of Korea October 6, 2004Land Lease and Easement Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
/*****/ = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
IT & FA SERVICE AGREEMENT Between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. October 6, 2004Fa Service Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
WHEREAS, the Parties have entered into a certain business transfer agreement dated as of June 12, 2004, as amended (the “BTA”) pursuant to which, among other things, NewCo has agreed to acquire the Acquired Assets (as defined in the BTA) from Hynix subject to the terms and conditions set forth in the BTA;
ContractMagnaChip Semiconductor LTD (United Kingdom) • October 14th, 2010 • Semiconductors & related devices
MAGNACHIP SEMICONDUCTOR LTD whose principal place of business is situated at 891 Daechi-dong, Gangnam-gu, Seoul 135-738, Seoul, Korea (“MAGNACHIP”)
CELIS/HYNIX RFID DEVELOPMENT AND LICENSING AGREEMENTRfid Development and Licensing Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Colorado
THIS AGREEMENT is effective as of March 29, 2004, by and between Celis Semiconductor Corporation (hereinafter called “Celis”), a corporation organized and existing under the laws of the State of Colorado, USA, and having its principal place of business at 5475 Mark Dabling Boulevard, Suite 102, Colorado Springs, Colorado 80918, USA, and Hynix Semiconductor Inc. (hereinafter called “Hynix”), a Korean corporation having its principal place of business at San 136-1, Ami-ri, Bubal-eub, Ichon-si, Kyoungki-do, Korea (hereinafter collectively called the “Parties”, or individually, a “Party”).
WAFER FOUNDRY SERVICE AGREEMENT between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. October 6, 2004Wafer Foundry Service Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
WHEREAS, the Parties have entered into a certain business transfer agreement dated June 12, 2004, as amended (the “BTA”) pursuant to which, among other things, the Supplier has agreed to acquire the Acquired Assets (as defined in the BTA) from the Purchaser subject to the terms and conditions set forth in the BTA;
AGREEMENT AND PLAN OF MERGER by and between IC MEDIA CORPORATION, a California corporation, and MAGNACHIP SEMICONDUCTOR, INC, a Delaware corporationAgreement and Plan of Merger • August 4th, 2010 • MagnaChip Semiconductor LTD (United Kingdom) • Semiconductors & related devices
This Agreement and Plan of Merger (this “Agreement”)) dated as of November 17, 2005 is by and between IC Media Corporation, a California corporation (hereinafter sometimes called “IC Media”), and MagnaChip Semiconductor, a Delaware corporation (hereinafter sometimes called “MagnaChip”). IC Media and MagnaChip are sometimes hereinafter referred to as the “Constituent Corporations.”
R&D EQUIPMENT UTILIZATION AGREEMENT Between Hynix Semiconductor Inc. And MagnaChip Semiconductor, Ltd. October 6, 2004D Equipment Utilization Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
/*****/ = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
This Technology Licence Agreement (the “Agreement”) is made the 16th day of December 1996Technology Licence Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • London
ADVANCED RISC MACHINES LIMITED whose registered office is situated at 90, Fulbourn Road, Cherry Hinton, Cambridge CBI 4JN, England (“ARM”)
CREDIT AGREEMENT dated as of December 23, 2004, among MAGNACHIP SEMICONDUCTOR S.A. and MAGNACHIP SEMICONDUCTOR FINANCE COMPANY as Borrowers, MAGNACHIP SEMICONDUCTOR LLC and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and...Credit Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of December 23, 2004, 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 SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (collectively, “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 Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (i
BUSINESS TRANSFER AGREEMENT Dated as of June 12, 2004 between HYNIX SEMICONDUCTOR INC. and SYSTEM SEMICONDUCTOR LTD.Business Transfer Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
This BUSINESS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on June 12, 2004, by and between HYNIX SEMICONDUCTOR INC., a corporation organized under the Laws of the Republic of Korea (the “Seller“), on the one hand, and System Semiconductor Ltd., a company organized as a yuhan hoesa under the Laws of the Republic of Korea (the “Purchaser”), on the other hand.
This Design Migration Agreement (“Agreement”) is made the 01 day of May 2007 between ARM LIMITED whose registered office is situated at 110 Fulbourn Road , Cambridge, CBI 9NJ, United Kingdom (“ARM”); andDesign Migration Agreement • October 14th, 2010 • MagnaChip Semiconductor LTD (United Kingdom) • Semiconductors & related devices
MAGNACHIP SEMICONDUCTOR, LTD. whose principal place of bussiness is situated at c/o 891 Daechi-dong, Gangnam-gu, Seoul 135-738, Korea (“Customer”).
ARM7201TDSP Device Licence Agreement This device licence agreement (“The Agreement”) is made the 26th day of August 1997 between ADVANCED RISC MACHINES LIMITED whose registered office is situated at 90, Fulbourn Road, Cherry Hinton, Cambridge, CB1 4JN...Arm7201tdsp Device Licence Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
Except to the extent that the terms of this Agreement are inconsistent with the terms of the 1996 Agreement, in which event the terms of this Agreement shall prevail, this Agreement shall be without prejudice to the terms of the 1996 Agreement and the terms of the 1996 Agreement shall apply.
SERVICE AGREEMENTService Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
THIS SERVICE AGREEMENT is entered into by and between MagnaChip Semiconductor Ltd., a Korean limited liability company (the “Company”), and Jerry Baker, an individual (the “Chairman”), effective as of October 1, 2004.
Trademark License AgreementTrademark License Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
This Trademark License Agreement (“Agreement”) is made and entered into this 6 day of October, 2004, by and among MagnaChip Semiconductor, Ltd., a company organized and existing under the Laws of the Republic of Korea (“Korea”), with offices at 1, Hyangjeong-dong, Heungduk-gu, Cheongju-si, Chungcheongbuk-do, Korea (“Purchaser”), and Hynix Semiconductor Inc., a corporation organized under the Laws of the Republic of Korea, with offices at San 136-1, Ami-Ri, Bubal-Eub, Ichon-Si. Kyoungki-Do, Korea (“Hynix”). Either Purchaser or Hynix may be referred to herein as a “Party” or together as the “Parties,” as the case may require.
TECHNOLOGY LICENCE AGREEMENT between ADVANCED RISC MACHINES LIMITED and LG SEMICON COMPANY LIMITED dated 5th OCTOBER 1995Licence Agreement • October 14th, 2010 • MagnaChip Semiconductor LTD (United Kingdom) • Semiconductors & related devices • London
ADVANCED RISC MACHINES LIMITED whose registered office is situated at Fulbourn Road, Cherry Hinton, Cambridge CB1 4JN, England (“ARM”)
SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (as the same may be amended, restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) is entered into as of June , 2005, 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 SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (collectively, “Borrowers”), MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto (each of Borrowers, Holdings and Subsidiary Guarantors are sometimes referred to herein as a “Loan Party” and, collectively, as the “Loan Parties”), the Lenders and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacit
MASK PRODUCTION AND SUPPLY AGREEMENT between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. October 6, 2004Production and Supply Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
This WAFER MASK PRODUCTION AND SUPPLY AGREEMENT (this “Agreement”), dated as of October 6 , 2004 (this “Agreement”), is entered into by and between:
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MAGNACHIP SEMICONDUCTOR LLC A Delaware Limited Liability Company Dated as of October 6, 2004Limited Liability Company Operating Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement“) of MAGNACHIP SEMICONDUCTOR LLC (the “Company“) dated as of October 6, 2004 is entered into by and among the parties listed on Exhibit A attached hereto (the “Existing Members“) and those other Persons (defined below) who become Members (defined below) of the Company from time to time, as hereinafter provided.
Intellectual Property License AgreementIntellectual Property License Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
This Intellectual Property License Agreement (this “Agreement”) is made and entered into this 6 day of October, 2004, by and between MagnaChip Semiconductor, Ltd., a company organized and existing under the Laws of the Republic of Korea (“Korea”), with offices at 1, Hyangjeong-dong, Heungduk-gu, Cheongju-si, Chungcheongbuk-do, Korea (“Purchaser”), and Hynix Semiconductor Inc., a corporation organized under the Laws of Korea, with offices at San 136-1, Ami-Ri, Bubal-Eub, Ichon-Si. Kyoungki-Do, Korea (“Hynix”). Either Purchaser or Hynix may be referred to herein as a “Party” or together as the “Parties,” as the case may require.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 4th, 2010 • MagnaChip Semiconductor LTD (United Kingdom) • Semiconductors & related devices • Delaware
This Agreement entered into and effective this ___ day of , 20___ (the “Agreement”), by and between MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company,”) and (the “Indemnitee”).
LIMITED LIABILITY COMPANY AGREEMENT OF MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLCLimited Liability Company Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MAGNACHIP SEMICONDUCTOR SA HOLDINGS LLC, a Delaware limited liability company (the “Company”), is adopted as of November 30, 2004 (the “Effective Date”), by MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company (“Sole Member”), as the Sole Member of the Company.
Entrustment AgreementEntrustment Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom)
MagnaChip Semiconductor Ltd. (“A”) and Tae Young Hwang, an individual (“B”), shall execute this Entrustment Agreement (the “Agreement”) subject to the following terms:
