Integrated Circuit Systems Inc Sample Contracts

9,000,000 Shares INTEGRATED CIRCUIT SYSTEMS, INC. Common Stock, Par Value $.01 Per Share UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • May 24th, 2001 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
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AMONG
Asset Purchase Agreement • February 9th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices • California
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
EXHIBIT 1.1 12,500,000 Shares INTEGRATED CIRCUIT SYSTEMS, INC. Common Stock, Par Value $.01 Per Share UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
EXHIBIT E SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
Exhibit 1.1 10,000,000 SHARES INTEGRATED CIRCUIT SYSTEMS, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • May 11th, 2001 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
By and Among
Agreement and Plan of Merger • January 18th, 2002 • Integrated Circuit Systems Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ICS MERGER CORP.
Agreement and Plan of Merger • January 20th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
INDENTURE
Integrated Circuit Systems Inc • October 9th, 2003 • Semiconductors & related devices • New York
EXHIBIT C AMENDMENT NO. 1 TO REGISTRATION AGREEMENT -----------------------------------------
Registration Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 17th, 1997 • Integrated Circuit Systems Inc • Semiconductors & related devices • Delaware
EXHIBIT 10.5 MASTER LEASE
Master Lease • February 9th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
VOTING AGREEMENT
Voting Agreement • June 16th, 2005 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York

This VOTING AGREEMENT (the “Agreement”), dated as of June 15, 2005, is entered into between the undersigned stockholder (“Stockholder”) of Integrated Device Technology, Inc., a Delaware corporation (“Parent”), and Integrated Circuit Systems, Inc., a Pennsylvania corporation (the “Company”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 6th, 2005 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania

This Agreement, dated as of December 27, 2004, is made by and between Integrated Circuit Systems, Inc., a Pennsylvania corporation (the “Company”), and Russell Weinstock (the “Indemnitee”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG INTEGRATED DEVICE TECHNOLOGY, INC. COLONIAL MERGER SUB I, INC. AND INTEGRATED CIRCUIT SYSTEMS, INC. DATED AS OF JUNE 15, 2005
Agreement and Plan of Merger • June 16th, 2005 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York

This Agreement and Plan of Merger, dated as of June 15, 2005 (this “Agreement”), is by and among Integrated Device Technology, Inc., a Delaware corporation (“Parent”), Colonial Merger Sub I, Inc., a Pennsylvania corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Integrated Circuit Systems, Inc., a Pennsylvania corporation (the “Company”).

SCHEDULE I
Consultant Agreement • May 14th, 1997 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
And Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania

This MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 9th day of January, 2002, is by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICRO NETWO

REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG INTEGRATED CIRCUIT SYSTEMS, INC. ICST, INC. ICS TECHNOLOGIES, INC. MICRO NETWORKS CORPORATION AND FLEET NATIONAL BANK Dated: March 1, 2004
Revolving Credit Loan Agreement • May 11th, 2004 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania

This REVOLVING CREDIT LOAN AGREEMENT dated as of the 1st day of March, 2004, is among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 103 Foulk Road, Suite 212 Wilmington, Delaware 19803; MICRO NETWORKS CORPORATION, a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; and FLEET NATIONAL BANK, a national banking association, with an address at 7111 Valley Green Ro

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 16th, 1996 • Integrated Circuit Systems Inc • Semiconductors & related devices • Delaware
THIS SPACE IS NOT TO BE COVERED IN ANY WAY -----------------------------
Integrated Circuit Systems Inc • May 22nd, 2000 • Semiconductors & related devices

Shares of the Class A Common Stock, $.01 par value per share, of Integrated Circuit Systems, Inc., transferable on the books of the Corporation in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

REVOLVING CREDIT AND TERM LOAN AGREEMENT BY AND AMONG INTEGRATED CIRCUIT SYSTEMS, INC. ICST, INC. ICS TECHNOLOGIES, INC. INTEGRATED CIRCUIT SYSTEMS PTE LTD AND FIRST UNION NATIONAL BANK AND FLEET NATIONAL BANK
Revolving Credit and Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania

This REVOLVING CREDIT AND TERM LOAN AGREEMENT dated this 31st day of December, 2001, is by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; FIRST UNION NATIONAL BANK, with an office at 123

SCHEDULE I
Integrated Circuit Systems Inc • September 23rd, 1998 • Semiconductors & related devices
THIRD MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
And Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania

This THIRD MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 14th day of June, 2002, by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICRO NETW

FIFTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
And Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania

This FIFTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 22nd day of October, 2002, by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICRO N

FOURTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
And Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania

This FOURTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 25th day of September, 2002, by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICR

SCHEDULE I
Integrated Circuit Systems Inc • September 23rd, 1998 • Semiconductors & related devices
TERM NOTE
Integrated Circuit Systems Inc • November 12th, 2003 • Semiconductors & related devices

This Note is the Term Note referred to in the Revolving Credit and Term Loan Agreement dated December 31, 2001 (as such agreement may be amended or modified, the “Loan Agreement”) by and among the Borrower, the Lender, its successors and assigns, and First Union National Bank, as Bank and Agent. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. This Note renews, extends and replaces that certain Term Note (“Term Note”) dated December 31, 2001, evidencing an original principal amount of $20,454,545.43. This Note is not a novation and shall not be deemed to diminish, terminate, or satisfy all or any of the Obligations or any Collateral security therefor under the Loan Agreement, the Term Note, or any other Loan Document.

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