Jazz Technologies, Inc. Sample Contracts

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among JAZZ SEMICONDUCTOR, INC., and NEWPORT FAB, LLC, as Borrowers, JAZZ TECHNOLOGIES, INC., as Parent Guarantor, WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as Administrative Agent,...
Loan and Security Agreement • September 25th, 2008 • Jazz Technologies, Inc. • Semiconductors & related devices • California

This Second Amended and Restated Loan and Security Agreement dated as of September 19, 2008 (this “Agreement”) is entered into by and among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz” as hereinafter further defined), Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company” as hereinafter further defined, and Operating Company together with Jazz, collectively, the “Borrowers” and each of them individually, a “Borrower” as hereinafter further defined), Jazz Technologies, Inc., formerly known as Acquicor Technology Inc., a Delaware corporation (“Parent Guarantor” and together with its successors (whether by merger or operation of law) and any other Person that at any time after the Effective Date becomes a Guarantor, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignmen

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UNITS ACQUICOR TECHNOLOGY INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York

ThinkEquity Partners as Representative of the Several Underwriters 600 Montgomery Street, 8th Floor San Francisco, California 94111

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2006 • Acquicor Technology Inc • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of March, 2006, by and among Acquicor Technology Inc., a Delaware corporation (the “Company”), and each of those persons and entities listed on Exhibit A hereto (the “Insiders”).

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ACQUICOR TECHNOLOGY INC. 8% CONVERTIBLE SENIOR NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • New York

Acquicor Technology Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue to CRT Capital Group LLC and Needham & Company, LLC (the “Initial Purchasers”), pursuant to the Purchase Agreement, dated December 18, 2006 (the “Purchase Agreement”), among the Initial Purchasers and the Company, $145,000,000 aggregate principal amount (plus up to an additional $21,750,000 aggregate principal amount) of its 8% Convertible Senior Notes due 2011 (the “Securities”) upon the terms and subject to the conditions set forth in such Purchase Agreement. The Securities will be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) at the initial conversion rate of 136.426 shares of Common Stock per each $1,000 principal amount of Securities, subject to adjustment in certain circumstances. The Securities will be issued pursuant to an Indenture dated as of December 19, 2006 (the “Indenture”), among the Compan

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WARRANT AGREEMENT
Warrant Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York

Agreement made as of between Acquicor Technology Inc., a Delaware corporation, with offices at 4910 Birch Street, Suite 102, Newport Beach, CA 92660 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).

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INDEMNITY AGREEMENT
Indemnity Agreement • August 13th, 2007 • Jazz Technologies, Inc. • Semiconductors & related devices • Delaware

This Indemnity Agreement (“Agreement”) is made as of , 2007 by and between Jazz Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 29th, 2006 • Acquicor Technology Inc • Blank checks • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“AGREEMENT”) is made and entered into as of September 26, 2006, by and among: ACQUICOR TECHNOLOGY INC., a Delaware corporation (“Parent”); JOY ACQUISITION CORP., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); JAZZ SEMICONDUCTOR, INC., a Delaware corporation (the “Company”); and TC Group, L.L.C. as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A.

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT
Private Placement Unit Purchase Agreement • March 9th, 2006 • Acquicor Technology Inc • Blank checks • New York

Private Placement Unit Purchase Agreement (this “Agreement”) made as of this 8th day of March, 2006 among Acquicor Technology Inc., a Delaware corporation (the “Company”), ThinkEquity Partners LLC (“TEP”) as representative of the underwriters of the IPO (solely for the purposes of Sections 5 and 8 hereof), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).

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ASSUMPTION AGREEMENT
Assumption Agreement • September 25th, 2008 • Jazz Technologies, Inc. • Semiconductors & related devices • New York

This Assumption Agreement (this “Assumption Agreement”) is entered into as of September 19, 2008, by and among Jazz Technologies, Inc. (previously named Acquicor Technology Inc.), a Delaware corporation (the “Company”), Tower Semiconductor Ltd., an Israel company (“Parent”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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Acquicor Technology Inc. 8% Convertible Senior Notes due 2011 PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • New York

Acquicor Technology Inc., a corporation organized under the laws of the State of Delaware (the “Company”), hereby confirms to CRT Capital Group LLC (“CRT”) and Needham & Company, LLC (“Needham” and together with CRT, the “Initial Purchasers”), its agreement to issue and sell its 8% Convertible Senior Notes due 2011 to the Initial Purchasers, as set forth below.

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Limited Waiver
Limited Waiver • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • California

Whereas, Acquicor Technology, Inc., a Delaware corporation (the “Company”), has entered into a Purchase Agreement (the “Purchase Agreement”) dated as of December 18, 2006 with CRT Capital Group LLC and Needham & Company, LLC (the “Initial Purchasers”) pursuant to which the Company intends to issue 8% Senior Convertible Notes Due 2011 (the “Notes”);

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among:
Agreement and Plan of Merger and Reorganization • May 20th, 2008 • Jazz Technologies, Inc. • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of May 19, 2008, by and among: TOWER SEMICONDUCTOR LTD., an Israel company (“Parent”); ARMSTRONG ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and JAZZ TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 3rd, 2014 • Jazz Technologies, Inc. • Semiconductors & related devices • California

This EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 17, 2013, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”), Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company” and together with Jazz, the “Borrowers” and each individually, a “Borrower”), Jazz Technologies, Inc., formerly known as Acquicor Technology Inc., a Delaware corporation (“Guarantor”), the lenders party to the “Loan Agreement” as defined below (each individually, a “Lender” and collectively, “Lenders”), and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as successor by merger to Wachovia Capital Finance Corporation (Western), in its capacity as agent for the Lenders (in such capacity, “Agent”).

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Security Agreement • August 13th, 2010 • Jazz Technologies, Inc. • Semiconductors & related devices • California

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 21, 2010, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”) Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company”, and Operating Company together with Jazz, collectively, the “Borrowers” and each of them individually, a “Borrower”), Jazz Technologies, Inc, formerly known as Acquicor Technology Inc., a Delaware corporation (“Parent Guarantor”), the lenders party to the “Loan Agreement” as defined below (each individually, a ‘‘Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for the Lenders (in such capacity, “Agent”).

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Contract
Supplemental Indenture • April 5th, 2007 • Jazz Technologies, Inc. • Semiconductors & related devices • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 3, 2007, among Jazz Semiconductor, Inc., a Delaware corporation, Newport Fab, LLC, a Delaware limited liability company, Jazz/Hua Hong, LLC, a Delaware limited liability company, and Jazz IT Holding, LLC, a Delaware limited liability company (together the “Guaranteeing Subsidiaries”), each a subsidiary of Jazz Technologies, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

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WARRANT CLARIFICATION AGREEMENT
Warrant Clarification Agreement • November 14th, 2006 • Acquicor Technology Inc • Blank checks • New York

This Warrant Clarification Agreement (this ‘‘Agreement’’), dated November 9, 2006, is to the Warrant Agreement, dated as of March 15, 2006 (the ‘‘Warrant Agreement’’), by and between Acquicor Technology Inc., a Delaware corporation (‘‘Company’’), and Continental Stock Transfer & Trust Company, a New York corporation (‘‘Warrant Agent’’).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER
Loan and Security • November 13th, 2009 • Jazz Technologies, Inc. • Semiconductors & related devices • California

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”), dated as of July 16, 2009, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”) Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company”, and Operating Company together with Jazz, collectively, the “Borrowers” and each of them individually, a “Borrower”), Jazz Technologies, Inc, formerly known as Acquicor Technology Inc., a Delaware corporation (“Parent Guarantor”), the lenders party to the “Loan Agreement” as defined below (each individually, a ‘‘Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for the Lenders (in such capacity, “Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2010 • Jazz Technologies, Inc. • Semiconductors & related devices • New York

This Registration Rights Agreement, dated as of July 15, 2010 (as amended, modified or otherwise supplemented from time to time, the “Agreement”), is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and the Holders (as defined below).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 13th, 2007 • Jazz Technologies, Inc. • Semiconductors & related devices • California

This Change of Control Agreement (the “Agreement”) is made and entered into by and between Jazz Technologies, Inc., a Delaware corporation (the “Company”) and (the “Executive”), effective as of the day of , 2007 (“Date of this Agreement”).

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • December 22nd, 2006 • Acquicor Technology Inc • Blank checks

This PLEDGE AND SECURITY AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) dated as of December 19, 2006 by and between Acquicor Technology, Inc., a Delaware corporation (the “Grantor”) and U.S. Bank National Association, a banking association, acting in the capacity of collateral agent for the benefit of the Secured Parties (as defined below) (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Indenture (as hereinafter defined)

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FOURTH AMENDMENT TO LEASE (El Capitan Building)
Lease • February 23rd, 2007 • Jazz Technologies, Inc. • Blank checks

THIS FOURTH AMENDMENT TO LEASE (the “Amendment”) is made as of the 26th day of September, 2006 (“Effective Date”), by and between Conexant Systems, Inc., a Delaware corporation (“Landlord”), and Newport Fab, LLC, a Delaware limited liability company, doing business as Jazz Semiconductor (“Tenant”), with respect to the following:

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EXCHANGE AGREEMENT
Exchange Agreement • August 13th, 2010 • Jazz Technologies, Inc. • Semiconductors & related devices • New York

This Exchange Agreement (this “Agreement”), dated as of July 9, 2010, is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule A hereto (each a “Guarantor”), Tower Semiconductor Ltd., company formed under the laws of Israel (“Tower”), Zazove Associates, LLC, a Delaware limited liability company (“Zazove”), and each of the holders listed on the Schedule of Holders referred to below (each, a “Holder” and collectively, the “Participating Holders”).

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Contract
Second Supplemental Indenture • September 25th, 2008 • Jazz Technologies, Inc. • Semiconductors & related devices • New York

This SECOND SUPPLEMENTAL INDENTURE, dated as of September 19, 2008 (this “Second Supplemental Indenture”), is made by and among TOWER SEMICONDUCTOR LTD., an Israeli company (“Parent”), JAZZ TECHNOLOGIES, INC. (formerly known as Acquicor Technology Inc.), a Delaware corporation (the “Company”), JAZZ SEMICONDUCTOR, INC., a Delaware corporation, and NEWPORT FAB, LLC, a Delaware limited liability company (together the “Guaranteeing Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”), under the Indenture referred to herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Indenture referred to below.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2009 • Jazz Technologies, Inc. • Semiconductors & related devices • California

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 17, 2009, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”), Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company”, and Operating Company together with Jazz, collectively, the “Borrowers” and each of them individually, a “Borrower”), Jazz Technologies, Inc., formerly known as Acquicor Technology Inc., a Delaware corporation (“Guarantor), the lenders party to the “Loan Agreement” as defined below (each individually, a “Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for the Lenders (in such capacity, “Agent”).

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THIRD AMENDMENT TO LEASE (Half Dome Building)
Lease • February 23rd, 2007 • Jazz Technologies, Inc. • Blank checks

THIS THIRD AMENDMENT TO LEASE (the “Amendment”) is made as of the 26th day of September, 2006 (“Effective Date”), by and between Conexant Systems, Inc., a Delaware corporation (“Landlord”), and Newport Fab, LLC, a Delaware limited liability company, doing business as Jazz Semiconductor (“Tenant”), with respect to the following:

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ThinkEquity Partners LLC As representative of the several Underwriters 600 Montgomery St., 8th Floor San Francisco, CA 94111 Acquicor Technology Inc. 4910 Birch St., #102 Newport Beach, CA 92660 Re: Acquicor Technology Inc. Initial Public Offering —...
Acquicor Technology Inc • February 2nd, 2006 • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Acquicor Technology Inc., a Delaware corporation (the “Company”), and ThinkEquity Partners LLC, as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each exercisable for one share of Common Stock (the “Warrants”). The capitalized terms set forth on Schedule I attached hereto are hereby incorporated by reference.

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SUBLEASE
Sublease • February 22nd, 2011 • Jazz Technologies, Inc. • Semiconductors & related devices

This Sublease (the "Sublease"), is entered into as of December 22, 2010, to be effective as of the “Closing Date” defined below (herein, the “Effective Date”), by and between CONEXANT SYSTEMS, INC., a Delaware corporation (“Sublandlord”), and NEWPORT FAB, LLC, a Delaware limited liability company doing business as Jazz Semiconductor (“Subtenant”), with respect to the following:

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FOURTH AMENDMENT TO LEASE
Lease • February 22nd, 2011 • Jazz Technologies, Inc. • Semiconductors & related devices

This Fourth Amendment to Lease (the “Amendment”) is entered into as of this 15th day of June, 2009 to be effective as of July 1, 2009 (the “Effective Date”), by and between CONEXANT SYSTEMS, INC., a Delaware corporation (“Landlord”), and NEWPORT FAB, LLC, a Delaware limited liability company doing business as Jazz Semiconductor (“Tenant”), with respect to the following:

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ThinkEquity Partners LLC As representative of the several Underwriters 600 Montgomery St., 8th Floor San Francisco, CA 94111 Acquicor Technology Inc. 4910 Birch St., Suite #102 Newport Beach, CA 92660 Re: Acquicor Technology Inc. Initial Public...
Acquicor Technology Inc • February 21st, 2006 • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Acquicor Technology Inc., a Delaware corporation (the “Company”), and ThinkEquity Partners LLC, as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each exercisable for one share of Common Stock (the “Warrants”). The capitalized terms set forth on Schedule I attached hereto are hereby incorporated by reference.

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STOCKHOLDER SUPPORT AGREEMENT
Stockholder Support Agreement • September 29th, 2006 • Acquicor Technology Inc • Blank checks • Delaware

THIS STOCKHOLDER SUPPORT AGREEMENT (“AGREEMENT”) is entered into as of September 26, 2006, by and between ACQUICOR TECHNOLOGY INC., a Delaware corporation (“Parent”), and each of the parties listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

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UNIT PURCHASE OPTION CLARIFICATION AGREEMENT
Unit Purchase Option • November 16th, 2006 • Acquicor Technology Inc • Blank checks

This UNIT PURCHASE OPTION CLARIFICATION AGREEMENT (this ‘‘Agreement’’), dated November 15, 2006, is made by and between Acquicor Technology Inc. (the ‘‘Company’’) and each of the holders designated on the signature page hereof (‘‘Holders’’), to each Unit Purchase Option (defined below).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2007 • Jazz Technologies, Inc. • Blank checks • California

This Employment Agreement (the “Employment Agreement”) is entered into as of September 25, 2006 (the “Date of this Employment Agreement”) by and between Shu Li, an individual (“Executive”) and Jazz Semiconductor, Inc., a Delaware corporation (the “Company”). Executive and the Company are hereinafter collectively referred to as the “Parties”, each as a “Party”.

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FIFTH AMENDMENT TO LEASE (Half Dome)
Lease • February 22nd, 2011 • Jazz Technologies, Inc. • Semiconductors & related devices

This Fifth Amendment to Lease (this “Amendment”) is dated for reference purposes as of December 8, 2010, and is entered into by and between UPTOWN NEWPORT LP, a Delaware limited partnership (“Landlord”), and NEWPORT FAB, LLC, a Delaware limited liability company doing business as Jazz Semiconductor (“Tenant”), with respect to the following:

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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 24th, 2008 • Jazz Technologies, Inc. • Semiconductors & related devices • California

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of January 28, 2008, is entered into among Jazz Semiconductor, Inc., a Delaware corporation ("Jazz"), Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company ("Operating Company", and Operating Company together with Jazz, collectively, the "Borrowers" and each of them individually, a "Borrower"), Jazz Technologies, Inc., formerly known as Acquicor Technology Inc., a Delaware corporation ("Guarantor), the parties hereto as lenders (each individually, a "Lender" and collectively, "Lenders"), and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for the Lenders (in such capacity, "Agent").

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 8th, 2011 • Jazz Technologies, Inc. • Semiconductors & related devices • California

This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 14, 2011, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”), Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company” and together with Jazz, the “Borrowers” and each individually, a “Borrower”), Jazz Technologies, Inc., formerly known as Acquicor Technology Inc., a Delaware corporation (“Guarantor”), the lenders party to the “Loan Agreement” as defined below (each individually, a “Lender” and collectively, “Lenders”), and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as successor by merger to Wachovia Capital Finance Corporation (Western), in its capacity as agent for the Lenders (in such capacity, “Agent”).

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