FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company Dated as of February 12, 2010Limited Liability Company Operating Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of MAGNACHIP SEMICONDUCTOR LLC (the “Company”) dated as of February 12, 2010 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. All capitalized terms used in this Agreement and not otherwise are defined herein are defined in Annex I hereto.
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED SERVICE AGREEMENT (the “Agreement”) is dated as of this 8th day of May 2008 (the “Effective Date”) by and between MagnaChip Semiconductor, Ltd., a Korean yuhan hoesa (the “Company”), and Sang Park, an individual (the “Officer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 9, 2009 entered into by and between MagnaChip Semiconductor LLC, a Delaware limited liability company (or any other Affiliate entity or entities created through any Solvent Reorganization or designated by the Board of Managers, the “Company”), and each of the individuals and entities listed on Schedule I attached hereto (the “Securityholders”).
Entrustment AgreementEntrustment Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
MagnaChip Semiconductor Ltd. (“A”) and Tae Young Hwang, an individual (“B”), shall execute this Entrustment Agreement (the “Agreement”) subject to the following terms:
FIRST AMENDMENT TO GENERAL SERVICE SUPPLY AGREEMENTGeneral Service Supply Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
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”).
FIRST AMENDMENT TO LAND LEASE AND EASEMENT AGREEMENTLand Lease and Easement Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This First Amendment to Land Lease and Easement Agreement (this “Amendment”) is entered into as of December 30, 2005 by and between Hynix Semiconductor, Inc. (“Lessor”) and MagnaChip Semiconductor Ltd. (“Lessee”) (each a “Party”, and collectively the “Parties”).
Intellectual Property License AgreementIntellectual Property License Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
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.
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 • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
[*****] = 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.
Master Service AgreementMaster Service Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This Master Service Agreement (hereinafter referred to as the “Agreement”) on manufacturing and supply of goods is made and entered into by and between Sharp Corporation (“Sharp”) and Hyundai Electronics Japan Co., Ltd (“Hyundai”).
GENERAL SERVICE SUPPLY AGREEMENT between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. October 6, 2004General Service Supply Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • 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:
MAGNACHIP SEMICONDUCTOR S.A. AND MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, as the Issuers, AND EACH OF THE GUARANTORS PARTY HERETO 10.500% SENIOR NOTES DUE 2018 INDENTURE Dated as of April 9, 2010 WILMINGTON TRUST FSB, as TrusteeMagnachip Semiconductor LLC • April 20th, 2010 • Semiconductors & related devices • New York
INDENTURE dated as of April 9, 2010 among MAGNACHIP SEMICONDUCTOR S.A., a Luxembourg public limited liability company (société anonyme) with a registered office at 74, rue de Merl, B.P. 709, L-2146 Luxembourg registered with the register of commerce and companies of Luxembourg under number B-97483 (“MagnaChip”), MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (“FinanceCo” and, together with MagnaChip, the “Issuers”), the Guarantors (as defined below) and WILMINGTON TRUST FSB, as Trustee (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2009, among MAGNACHIP SEMICONDUCTOR S.A. and MAGNACHIP SEMICONDUCTOR FINANCE COMPANY as Borrowers, MAGNACHIP SEMICONDUCTOR LLC and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE...Credit Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 6, 2009, 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 74, rue de Merl, L - 2146 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, Wilmington Trust FSB, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
MagnaChip Semiconductor S.A. MagnaChip Semiconductor Finance Company unconditionally guaranteed as to the payment of principal, premium, if any, and interest by MagnaChip Semiconductor LLC and the other Guarantors named herein Exchange and...Exchange and Registration Rights Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
MagnaChip Semiconductor S.A., a public company limited by shares (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, duly registered with the Luxembourg Registre Commerce et des Sociétés under number B 97483, with its registered address at 74, rue de Merl, L-2146 Luxembourg (“Luxco”), and its wholly owned subsidiary, MagnaChip Semiconductor Finance Company, a Delaware corporation (“Finco,” and together with Luxco, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 in aggregate principal amount of the Issuers’ 10.500% Senior Notes due 2018, which are unconditionally guaranteed by MagnaChip Semiconductor LLC, a Delaware limited liability company (“Parent”), and each of the other guarantors party to this Agreement (collectively, including Parent, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfacti
SUBSCRIPTION AGREEMENT OF MAGNACHIP SEMICONDUCTOR LLCSubscription Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This is to inform you that in connection with Subscriber’s purchase of the Units, Subscriber is aware that the Units are not being registered under the Securities Act of 1933 (the “1933 Act”), or applicable state securities laws. Subscriber understands that the Units are being offered and sold in reliance on the exemption from registration provided by Section 4(2) of the 1933 Act. Subscriber represents and warrants that (i) the Units are being acquired solely for Subscriber’s own account, for investment purposes only, and are not for distribution, subdivision or fractionalization thereof, and (ii) Subscriber has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Units or which would guarantee to Subscriber any profit, or protect Subscriber against any loss, with respect to this investment and Subscriber has no plans to enter into any such agreement or arrangement.
