GUARANTYJoinder Agreement • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
THIS GUARANTY (the “Guaranty”), dated as of October 16, 2009, is executed by each of the undersigned corporations, limited liability companies, and limited partnerships (collectively the “Guarantors” and individually each a “Guarantor”), in favor of U.S. National Bank Association, acting as trustee under the Indenture defined below (in such capacity, the “Trustee”).
FORM OF FORBEARANCE AGREEMENTForm of Forbearance Agreement • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of October 18, 2009, between Vitesse Semiconductor Corporation, a Delaware corporation (the “Issuer”) and the beneficial owners of the 1.50% Convertible Subordinated Debentures due 2024 (the “Notes”) signatories hereto (the “Forbearing Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture governing the Notes, dated as of September 22, 2004, between the Issuer and U.S. Bank National Association (the “Trustee”) (as amended and supplemented, or otherwise modified, the “Indenture”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of October 16, 2009, among Vitesse Semiconductor Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below), and Whitebox VSC Ltd., a British Virgin Islands business company (the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement dated as of August 23, 2007, as amended hereby, by and among the lenders from time to time signatory thereto (collectively the “Lenders” and individually each a “Lender”), the Borrower, and the Agent, as one of the Lenders and as agent for the Lenders (the “Loan Agreement”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
This DEBT CONVERSION AGREEMENT (this “Agreement”) is dated as of October 16, 2009, and is among VITESSE SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”) and the holders of the Company’s Notes (as defined below) signatory hereto (each, a “Noteholder” and collectively, the “Noteholders”).
THIRD SUPPLEMENTAL INDENTURE by and between VITESSE SEMICONDUCTOR CORPORATION and as TrusteeThird Supplemental Indenture • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
This Third Supplemental Indenture, dated as of October 16, 2009 (this “Third Supplemental Indenture”), is entered into by and between Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below).
THIRD FORBEARANCE AGREEMENTThird Forbearance Agreement • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
THIS THIRD FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of October 16, 2009, among Vitesse Semiconductor Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below), and Whitebox VSC Ltd., a British Virgin Islands business company (the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement dated as of August 23, 2007, by and among the lenders from time to time signatory thereto (collectively the “Lenders” and individually each a “Lender”), the Borrower, and the Agent, as one of the Lenders and as agent for the Lenders.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • Delaware
This Second Amendment to Rights Agreement (the “Amendment”) between Vitesse Semiconductor Corporation (the “Company”) and Computershare Trust Company N.A. (formerly known as Equiserve Trust Company, N.A.) as rights agent (the “Rights Agent”), is dated October 16, 2009 and is effective as of October 15, 2009.
Form of Voting and Lock-Up Agreement Vitesse Semiconductor Corporation Debt ConversionVitesse Semiconductor Corp • October 20th, 2009 • Semiconductors & related devices
