SECURITY AGREEMENTSecurity Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
THIS SECURITY AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, the “U.S. Borrowers” and each a “U.S. Borrower”), each of the Subsidiaries of the Company listed on the signature pages hereto (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the U.S. Borrowers are referred to collectively as the “Grantors”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
INDENTURE Dated as of December 1, 2005 Among AVAGO TECHNOLOGIES FINANCE PTE. LTD., AVAGO TECHNOLOGIES U.S. INC., AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK, as...Indenture • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
INDENTURE, dated as of December 1, 2005, among Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation, (each a “U.S. Issuer” and together the “U.S. Issuers” and, collectively with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.
MANAGEMENT SHAREHOLDERS AGREEMENT by and among Avago Technologies Limited, Bali Investments S.à.r.l., a Luxembourg company and Name Dated as of [___, 200_]Management Shareholders Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Management Shareholders Agreement (this “Agreement”) is entered into effective as of [___, 200_] by and between Avago Technologies Limited, (the “Company”), Bali Investments S.a.r.l., a Luxembourg company (“Luxco”) and Name (the “Purchaser”) (being hereinafter collectively referred to as the “Parties”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of April 11, 2006, among Avago Technologies Sensor IP Pte. Ltd., Avago Technologies Sensor (U.S.A.) Inc. (each, a “Guaranteeing Subsidiary”), each a subsidiary of Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, and The Bank of New York, as trustee (the “Trustee”).
Yishun Avenue Execution Version Sublease Agreement By and Between Agilent Technologies Singapore Pte Ltd (“Landlord”) And Avago Technologies Manufacturing (Singapore) Pte. Ltd. (“Tenant”)Sublease Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
THIS SUBLEASE AGREEMENT(this “Sublease Agreement” or “Agreement”), dated this 1st day of December, 2005, is made by and between AGILENT TECHNOLOGIES SINGAPORE PTE LTD, a company organized under the laws of Singapore and having its registered address at No. 1 Yishun Avenue 7, Singapore 768923 (“Landlord”), and AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., a company organized under the laws of Singapore and having its registered address at 8 Cross Street, #11-00 PWC Building, Singapore 048424 (“Tenant”) (each of Landlord and Tenant being a “Party” and collectively, the “Parties”).
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE EQUITY INCENTIVE PLAN FOR EXECUTIVE EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESQualified Share Option Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of by «Grant Date» and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”
Amendment No. 2, Consent and Waiver under Credit AgreementCredit Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
Amendment No. 2, Consent and Waiver (this “Amendment No. 2, Consent and Waiver”), dated as of April _, 2006, to and under the Credit Agreement (the “Credit Agreement”) dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S.
ADVISORY AGREEMENTAdvisory Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of December 1, 2005 (the “Effective Date”), by and among Avago Technologies Limited, a Singapore public limited company (the “Company”), Avago Technologies International Sales Pte. Limited, a Singapore private limited company (“HQCO”), Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership (“KKR”), and Silver Lake Management Company, L.L.C., a Delaware limited liability company (“SilverLake” and together with KKR, the “Advisors”). Certain defined terms are defined in Section 19.
INDEMNITY AGREEMENTIndemnity Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Agreement is made and entered into as of this day of , 20 ___ by and between Avago Technologies Limited, a public company limited by shares organized under the laws of the Republic of Singapore (the “Company”), and (“Agent”).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Amendment to the Purchase and Sale Agreement (“Amendment”) is entered into effective as of March 1, 2006, by and among Avago Technologies Pte. Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies Storage Holding (Labuan) Corporation, a company organized under the laws of Labuan (“Seller”), PMC-Sierra, Inc., a Delaware corporation (“Purchaser Parent”), and Palau Acquisition Corporation, a Delaware corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).
ContractAvago Technologies Manufacturing (Singapore) Pte. Ltd. • September 29th, 2006
SUPPLEMENT NO. 1 dated as of May 1, 2006, to the SECURITY AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, the “U.S. Borrowers” and each a “U.S. Borrower”), each of the Subsidiaries of the Company listed on the signature pages thereto (each such Subsidiary individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the U.S. Borrowers are referred to collectively as the “Grantors”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
June 12, 2006 Ms. Mercedes Johnson SVP, Finance and CFO Avago Technologies Limited 350 West Trimble Road San Jose, California 95131 Re: Severance Benefits Agreement Dear Mercedes,Severance Benefits Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • California
This letter constitutes the Severance Benefits Agreement (the “Agreement”) between you and Avago Technologies Limited (the “Company”). Please confirm your acceptance of these terms by returning a signed copy of this Agreement to me.
REGISTRATION RIGHTS AGREEMENT among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR...Registration Rights Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
WHEREAS, the Company, as of the date hereof, is authorized pursuant to a shareholders’ resolution dated November 19, 2005 to issue 350,000,000 Ordinary Shares, par value S$1.00 per share (the “Common Shares”).
CREDIT AGREEMENT Dated as of December 1, 2005 among AVAGO TECHNOLOGIES FINANCE PTE. LTD., AVAGO TECHNOLOGIES FINANCE S.À.R.L., AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.), AVAGO TECHNOLOGIES WIRELESS (U.S.A.)...Credit Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
CREDIT AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED., a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers”
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN FOR SENIOR MANAGEMENT EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESNon-Qualified Share Option Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and “Name”, a non-employee member of the Board of Directors of the Company, hereinafter referred to as “Optionee.”
Lease Agreement (Building 90) by and between Agilent Technologies, Inc., a Delaware corporation (“Landlord”) and Avago Technologies U.S. Inc. a Delaware corporation (“Tenant”)Lease Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • California
THIS LEASE AGREEMENT, dated December 1, 2005, for reference purposes only, is made by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation (“Landlord”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“Tenant”).
AVAGO TECHNOLOGIES FINANCE PTE. LTD. AVAGO TECHNOLOGIES U.S. INC. AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC. $500,000,000 101/8% SENIOR NOTES DUE 2013 $250,000,000 SENIOR FLOATING RATE NOTES DUE 2013 $250,000,000 117/8% SENIOR...Avago Technologies Manufacturing (Singapore) Pte. Ltd. • September 29th, 2006 • New York
Avago Technologies Finance Pte. Ltd, a Singapore private limited company (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation (“Avago U.S.”), and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (together with the Company and Avago U.S., the “Issuers”), propose to issue and sell (the “Initial Placement”) to Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse First Boston (Singapore) Limited (the “Initial Purchasers”) upon terms set forth in a purchase agreement dated as of November 21, 2005 (the “Purchase Agreement”) among the Issuers, the guarantors party thereto (the “Guarantors”) and the Initial Purchasers, $500,000,000 of its 101/8% Senior Notes due 2013 (the “Fixed Rate Senior Notes”), $250,000,000 of its Senior Floating Rate Notes due 2013 (the “Floating Rate Senior Notes”, the Floating Rate Senior Notes and the Fixed Rate Senior Notes, together, the “Senior Notes”), and $250,000,000 of its 117/8% Se
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN FOR SENIOR MANAGEMENT EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESNon-Qualified Share Option Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», a non-employee member of the Board of Directors of the Company, hereinafter referred to as “Optionee.”
March 15, 2006 Hock E. Tan 373 Righters Mill Road Gladwyne, PA 19035 Re: Employment Offer Dear Hock:Avago Technologies Manufacturing (Singapore) Pte. Ltd. • September 29th, 2006 • California
Avago Technologies Limited (the “Company”) is pleased to offer you the position of Chief Executive Officer. This letter (the “Agreement”) sets forth, among other things, the terms of your employment with the Company. For purposes of this Agreement, employment with the Company shall be deemed to include employment with the Company’s United States subsidiaries.
AMENDED AND RESTATED SHAREHOLDER AGREEMENT among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P. Integral Capital Partners VII, L.P. KKR Millennium Fund (Overseas), Limited...Shareholder Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
WHEREAS, the Company and the Sponsors other than Capstone are party to that certain Shareholder Agreement (the “Original Agreement”), dated December 1, 2005 (the “Original Agreement Effective Date”), and desire to amend and restate the Original Agreement in its entirety to read as set forth herein.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of December 23, 2005, to CREDIT AGREEMENT, dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE EQUITY INCENTIVE PLAN FOR EXECUTIVE EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESNon-Qualified Share Option Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of December 1, 2005 by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”
INDENTURE Dated as of December 1, 2005 Among AVAGO TECHNOLOGIES FINANCE PTE. LTD., AVAGO TECHNOLOGIES U.S. INC., AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK, as...Indenture • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd. • New York
INDENTURE, dated as of December 1, 2005, among Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation, (each a “U.S. Issuer” and together the “U.S. Issuers” and, collectively with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN FOR EXECUTIVE EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESNon-Qualified Share Option Agreement • September 29th, 2006 • Avago Technologies Manufacturing (Singapore) Pte. Ltd.
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant_Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”
