INDEMNITY AGREEMENTIndemnity Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This Indemnity Agreement ("Agreement") is made as of , 2004 by and between Jazz Semiconductor, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
WAFER SUPPLY AND SERVICES AGREEMENT among:Wafer Supply and Services Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS WAFER SUPPLY AND SERVICES AGREEMENT (the “Supply Agreement”) is entered into as of March 30, 2002 (the “Effective Date”) by and between CONEXANT SYSTEMS, INC., a Delaware corporation (“Conexant”) and SPECIALTYSEMI, INC. a Delaware corporation (“Company”).
CONTRIBUTION AGREEMENT among: SPECIALTYSEMI, INC., a Delaware corporation; CONEXANT SYSTEMS, INC., a Delaware corporation; and CARLYLE CAPITAL INVESTORS, L.L.C., a Delaware limited liability company.Contribution Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This disclosure schedule (“Disclosure Schedule”) is being furnished by Conexant Systems, Inc. (“Conexant”) to Specialtysemi, Inc. (the “Company”) and Carlyle Capital Investors L.L.C. (“Carlyle”) in connection with the execution and delivery of that certain Contribution Agreement dated as of February 23, 2002 by and among Conexant, the Company and Carlyle (the “Agreement”). Unless the context otherwise requires, all capitalized terms used in this Disclosure Schedule shall have the respective meanings assigned to them in the Agreement.
FIRST AMENDMENT TO IP LICENSE AGREEMENTLicense Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This FIRST AMENDMENT TO IP LICENSE AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and between Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), and Conexant Systems, Inc., a Delaware corporation ("Conexant").
SECOND AMENDMENT TO LEASELLC Contribution Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices
THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made as of the 31st day of December, 2005 (the "Effective Date of this Amendment"), by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Landlord"), and Newport Fab, LLC, a Delaware limited liability company, doing business as JAZZ SEMICONDUCTOR, LLC ("Tenant"), with respect to the following:
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the "Amendment") is dated as of March 12, 2002 (the "Amendment Date"), and is entered into by and among Specialtysemi, Inc., a Delaware corporation ("Company"), Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Carlyle Capital Investors, L.L.C., a Delaware limited liability company ("Carlyle").
CARLYLE MANAGEMENT AGREEMENTManagement Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This Carlyle Management Agreement (the "Agreement") is entered into as of March 12, 2002, by and between Specialtysemi, Inc., a Delaware corporation (the "Company"), and TC Group, L.L.C., a Delaware limited liability company ("Carlyle").
RFMD BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS RFMD BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of October 15, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Original Stockholders"), RF Micro Devices, Inc., a North Carolina corporation ("RFMD" and, together with the Original Stockholders, the "Stockholders"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
WAFER SUPPLY AND SERVICES AGREEMENT among: Jazz Semiconductor a Delaware limited liability company and Skyworks Solutions, Inc. a Delaware corporationWafer Supply and Services Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This Wafer Supply and Services Agreement (the “Supply Agreement”) is entered into as of May 2, 2003 (the “Skywork Effective Date”) by and between Jazz Semiconductor a Delaware limited liability company (“Jazz” or “Company”) and Skyworks Solutions, Inc. a Delaware corporation (“Skyworks”).
CONEXANT MANAGEMENT AGREEMENTConexant Management Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This Conexant Management Agreement (the "Agreement") is entered into as of March 12, 2002, by and between Specialtysemi, Inc., a Delaware corporation (the "Company") and Conexant Systems, Inc., a Delaware corporation ("Conexant").
LOAN AND SECURITY AGREEMENT by and among JAZZ SEMICONDUCTOR, INC. and NEWPORT FAB, LLC, as Borrowers and WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as Lender Dated as of: January 6, 2006Loan and Security Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • California
This Loan and Security Agreement dated as of January 6, 2006 (this "Agreement") is entered into by and among Jazz Semiconductor, Inc., a Delaware corporation ("Parent" as hereinafter further defined) and 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 Parent, collectively, the "Borrowers" and each of them individually, a "Borrower" as hereinafter further defined), and Wachovia Capital Finance Corporation (Western), a California corporation ("Lender" as hereinafter further defined).
ContractLLC Wafer Supply Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • California
THIS AGREEMENT, is made and entered into this 30th day of August, 2003 (“Effective Date”) by and between JAZZ/HUA HONG, LLC, a limited liability company organized in the State of Delaware (the “LLC”), NEWPORT FAB, LLC, a Delaware limited liability company d/b/a Jazz Semiconductor (“Jazz”) and SHANGHAI HUA HONG NEC ELECTRONICS COMPANY, LIMITED, a corporation formed under the laws of the Peoples Republic of China (“HHNEC”) (hereinafter LLC, Jazz and HHNEC may each be referred to as a “party” and may be jointly referred to as “parties”).
THIRD AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (the "Amendment") is dated as of September 1, 2003, and is entered into by and among JAZZ SEMICONDUCTOR, INC. (formerly known as Specialtysemi, Inc.), a Delaware corporation ("Company"), CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"), and CARLYLE PARTNERS III, L.P., a Delaware limited partnership ("CP III"), CP III COINVESTMENT, L.P., a Delaware limited partnership ("CP III Coinvestment"), and CARLYLE HIGH YIELD PARTNERS, L.P., a Delaware limited partnership ("Carlyle High Yield" and, together with CP III and CP III Coinvestment, "Carlyle").
AMENDED AND RESTATED CARLYLE REVIEW AGREEMENTCarlyle Review Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED CARLYLE REVIEW AGREEMENT (the "Agreement"), dated as of October 15, 2002, is entered into by and among Carlyle Partners III, L.P., a Delaware limited partnership, ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Jazz") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab" and, together with Jazz, the "Companies" and each a "Company").
CONEXANT SYSTEMS, INC. WARRANT TO PURCHASE COMMON STOCKJazz Semiconductor Inc • April 24th, 2006 • Semiconductors & related devices • Delaware
THIS CERTIFIES THAT, for value received, Specialtysemi, Inc., with its principal address at 4311 Jamboree Road in Newport Beach, California (the "Holder"), is entitled to subscribe for and purchase, at the Exercise Price (defined below) from Conexant Systems, Inc., with its principal office at 4311 Jamboree Road in Newport Beach, California (the "Company") Two Million Nine Hundred Thousand (2,900,000) shares of the Common Stock (as defined below), subject to adjustment as provided herein.
HHNEC WAFER SUPPLY AGREEMENTHhnec Wafer Supply Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • California
THIS AGREEMENT, is made and entered into this 29 day of August, 2003 (“Effective Date”) by and between JAZZ/HUA HONG, LLC, a limited liability company organized in the State of Delaware (the “LLC”), NEWPORT FAB, LLC, a Delaware limited liability company d/b/a Jazz Semiconductor (“Jazz”) and SHANGHAI HUA HONG NEC ELECTRONICS COMPANY., LIMITED., a corporation formed under the laws of the Peoples Republic of China (“HHNEC”) (hereinafter LLC Jazz and HHNEC may each be referred to as a “party” and may be jointly referred to as “parties”).
FIRST AMENDMENT TO TRANSFERRED IP LICENSE AGREEMENTLicense Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This FIRST AMENDMENT TO TRANSFERRED IP LICENSE AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and among Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
WAFER SUPPLY AND SERVICES AGREEMENT AMENDMENT ONE among: JAZZ SEMICONDUCTOR a Delaware limited liability company and SKYWORKS SOLUTIONS, INC. a Delaware corporationWafer Supply and Services Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices
Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
SECOND AMENDED AND RESTATED CARLYLE BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS SECOND AMENDED AND RESTATED CARLYLE BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of October 15, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Original Stockholders"), RF Micro Devices, Inc., a North Carolina corporation ("RFMD" and, together with the Original Stockholders, the "Stockholders"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • California
THIS AGREEMENT, is made and entered into this 16th day of December, 2003 (“Effective Date”) by and between NEWPORT FAB, LLC, a Delaware limited liability company d/b/a Jazz Semiconductor (“Jazz”), and ADVANCE SEMICONDUCTOR MANUFACTURING CORP. OF SHANGHAI, a corporation formed under the laws of the Peoples Republic of China (“ASMC”) (hereinafter Jazz and ASMC may each be referred to as a “party” and may be jointly referred to as “parties”).
CONFIDENTIAL WAFER SUPPLY AGREEMENT between:Wafer Supply Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS WAFER SUPPLY AGREEMENT (this “Supply Agreement”) is entered into as of October 15, 2002 (the “Effective Date”) by and between NEWPORT FAB, LLC, a Delaware limited liability company d/b/a Jazz Semiconductor (“JAZZ”) and RF MICRO DEVICES, INC., a North Carolina corporation (“RFMD”).
GUARANTEEJazz Semiconductor Inc • April 24th, 2006 • Semiconductors & related devices
This GUARANTEE is entered into as of this 12th day of March, 2002, by and between SPECIALTYSEMI, INC. ("Company") and CONEXANT SYSTEMS, INC. ("Conexant") pursuant to that certain Contribution Agreement (the "Contribution Agreement") dated as of February 23, 2002 by and among the Company, Conexant, and Carlyle Capital Investors, L.L.C. Capitalized terms used herein shall have the meanings set forth in the Contribution Agreement.
SECOND AMENDED AND RESTATED CONEXANT BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS SECOND AMENDED AND RESTATED CONEXANT BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of October 15, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Original Stockholders"), RF Micro Devices, Inc., a North Carolina corporation ("RFMD" and, together with the Original Stockholders, the "Stockholders"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
LEASE BY AND BETWEEN CONEXANT SYSTEMS, INC. as Landlord and SPECIALTYSEMI, INC., as Tenant March 12, 2002Iv Lease • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • California
THIS LEASE, dated March 12, 2002, is made by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Landlord"), and SPECIALTYSEMI, INC., a Delaware corporation ("Tenant"), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the "Effective Date of this Lease").
LEASE BY AND BETWEEN CONEXANT SYSTEMS, INC. as Landlord and SPECIALTYSEMI, INC., as Tenant March 12, 2002Jazz Semiconductor Inc • April 24th, 2006 • Semiconductors & related devices • California
THIS LEASE, dated March 12, 2002 for reference purposes only, is made by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Landlord"), and SPECIALTYSEMI, INC., a Delaware corporation ("Tenant"), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the "Effective Date of this Lease").
AMENDED AND RESTATED CONEXANT REVIEW AGREEMENTConexant Review Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED CONEXANT REVIEW AGREEMENT (the "Agreement"), dated as of October 15, 2002, is entered into by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Jazz"), and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab" and, together with Jazz, the "Companies" and each a "Company").
AMENDMENT TWOTwo • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices
This AMENDMENT TWO to THE SKYWORKS-JAZZ WAFER SUPPLY AND SERVICES AGREEMENT (“Amendment Two”) is entered into this 13th day of June, 2003 (“Effective Date”) between JAZZ SEMICONDUCTOR, a Delaware limited liability company (“Jazz” or “Company”), and SKYWORKS SOLUTIONS, INC. a Delaware corporation (“Skyworks”)
TECHNOLOGY LICENSE AND TRANSFER AGREEMENTTechnology License and Transfer Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • California
THIS TECHNOLOGY LICENSE AND TRANSFER AGREEMENT (this “Agreement”), is made and entered into as of August 30th, 2003 (the “Effective Date”), by Newport Fab LLC, a Delaware limited liability company d/b/a Jazz Semiconductor (“Licensor”), and Shanghai Hua Hong NEC Electronics Company, Limited, a company organized under the laws of the People’s Republic of China(“Licensee”).
FIRST AMENDMENT TO LEASEJazz Semiconductor Inc • April 24th, 2006 • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE (the "Amendment") is made of the 1st day of October, 2004 (the "Effective Date of this Amendment"), by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Landlord"), and Newport Fab, LLC, a Delaware limited liability company, doing business as JAZZ SEMICONDUCTOR, LLC ("Tenant"), with respect to the following:
FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (this "Amendment") is entered into as of the 19th day of May 2005, by and between Jazz Semiconductor, Inc., formerly known as Specialtysemi, Inc.("Jazz"), and Conexant Systems, Inc. ("Conexant"), in order to amend that certain Warrant to Purchase Common Stock issued to Specialtysemi, Inc. by Conexant on March 12, 2002 (the "Original Warrant"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Warrant.
TECHNOLOGY LICENSE AGREEMENT Jazz Advanced TechnologyTechnology License Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • California
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”), is made and entered into as of August 30th, 2003 (the “Effective Date”), by Newport Fab LLC, a Delaware limited liability company d/b/a Jazz Semiconductor (“Licensor”), and Jazz / Hua Hong, LLC, a limited liability company organized under the laws of the State of Delaware (“Licensee”), and Shanghai Hua Hong NEC Electronics Company Limited, a company organized under the laws of the People’s Republic of China (“HHNEC”).
MASTER JOINT TECHNOLOGY DEVELOPMENT AGREEMENTMaster Joint Technology Development Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This Master Joint Technology Development Agreement (this “Agreement”) is entered into as of October 15, 2002 (the “Effective Date”) by and between Newport Fab, LLC doing business as Jazz Semiconductor, a Delaware limited liability company having an office at 4321 Jamboree Road, Newport Beach, California (“Jazz”), and RF Micro Devices, Inc., a North Carolina corporation having an office at 7628 Thorndike Road, Greensboro, North Carolina 27409 (“RFMD” and together with Jazz hereinafter jointly referred to as the “Parties” or individually as a “Party”).
TRANSFERRED IP LICENSE AGREEMENT between: SPECIALTYSEMI, INC., a Delaware corporation; NEWPORT FAB, L.L.C., a Delaware limited liability company; and CONEXANT SYSTEMS, INC., a Delaware corporationTransferred Ip License Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
THIS TRANSFERRED IP LICENSE AGREEMENT (this "Agreement") is entered into as of March 12, 2002 (the "Effective Date") by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"); Newport Fab, L.L.C., a Delaware limited liability company ("Jazz"); and Specialtysemi, Inc., a Delaware corporation (the "Company").
FIRST AMENDMENT TO LEASEJazz Semiconductor Inc • April 24th, 2006 • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE (the "Amendment") is made as of the 1st day of May, 2004 (the "Effective Date of this Amendment"), by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Landlord"), and Newport Fab, LLC, a Delaware limited liability company, doing business as JAZZ SEMICONDUCTOR, LLC ("Tenant"), with respect to the following:
FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENTWafer Supply and Services Agreement • April 24th, 2006 • Jazz Semiconductor Inc • Semiconductors & related devices • Delaware
This FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and between Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), and Conexant Systems, Inc., a Delaware corporation ("Conexant").
