GUARANTEE1
Exhibit-10.14
Execution Version
GUARANTEE dated as of December 1, 2005, by each of the signatories listed on the signature
pages hereto (as designated on such signature pages as a “Singaporean Guarantor”, “U.S.
Guarantor”, “Malaysian Guarantor”, “Labuan Guarantor”, “Dutch
Guarantor”, “Japanese Guarantor”, “Canadian Guarantor”, “Mexican
Guarantor”, “U.K. Guarantor”, “German Guarantor” or “Italian
Guarantor”) and each of the other entities that becomes a party hereto pursuant to
Section 22 hereof (together with the Singaporean Guarantors, the U.S. Guarantors, the Malaysian
Guarantor, the Dutch Guarantors, the Japanese Guarantor, the Canadian Guarantor, the Mexican
Guarantor, the U.K. Guarantor, the German Guarantor and the Italian Guarantor, the
“Guarantors” and individually, a “Guarantor”), in favor of the Collateral Agent for
the benefit of the Secured Parties.
W I T N
E S S E T H:
WHEREAS, the Borrowers are party to the Credit Agreement, dated as of December 1, 2005 (as the
same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time
to time, the “Credit Agreement”) among AVAGO TECHNOLOGIES FINANCE PTE. LTD. (company
registration number 200512223N), a Singapore limited company (the “Singaporean Borrower” or
the “Company”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD. (company
registration number 200512203H), a Singapore limited company (“Holdings”), a wholly-owned
Subsidiary of AVAGO TECHNOLOGIES LIMITED, formerly known as Avago Technologies Pte. Limited
(company registration number 200510713C), a Singapore limited company (“Avago” or
“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.X.X., 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”), 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”, and together with the Singaporean Borrower, the
Lux Borrower and the Malaysian Borrower, the “Borrowers”), the lenders or other financial
institutions or entities from time to time parties thereto (the “Lenders”), CITICORP
INTERNATIONAL LIMITED (HONG KONG), as Asian Administrative Agent and CITICORP NORTH AMERICA, INC.,
as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, pursuant to which, among
other things, the Lenders have severally agreed to make Loans to the Borrowers and the Letter of
Credit Issuer has agreed to issue Letters of Credit for the account of the Borrowers (collectively,
the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein
and (b) one or more Lenders or affiliates of Lenders may from time to time enter into Hedge
Agreements with one or more of the Borrowers;
WHEREAS, each Guarantor is a direct or indirect wholly-owned Subsidiary or an Affiliate, as
the case may be, of the Borrowers;
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WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrowers
to make valuable transfers to the Guarantors in connection with the operation of their respective
businesses;
WHEREAS, each Guarantor acknowledges that it will derive substantial direct and indirect
benefit from the making of the Extensions of Credit; and
WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Guarantors shall have executed and delivered this Guarantee to the Collateral Agent for
the ratable benefit of the Secured Parties;
NOW, THEREFORE, in consideration of the premises and to induce each Administrative Agent, the
Collateral Agent, the Syndication Agent, the Lenders and Letter of Credit Issuer to enter into the
Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or
more Lenders or affiliates of Lenders to enter into Hedge Agreements with one or more of the
Borrowers, the Guarantors hereby agree with the Collateral Agent, for the ratable benefit of the
Secured Parties, as follows:
1. Defined Terms.
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
(b) As used herein, the term “Corresponding Obligations” shall have the meaning as
provided in Section 6(a).
(c) As used herein, the term “Obligations” shall mean the collective reference to (i)
the due and punctual payment of (x) the principal of and premium, if any, and interest at the
applicable rate provided in the Credit Agreement (including interest at the contract rate
applicable upon default accrued or accruing after the commencement of any proceeding, under the
Bankruptcy Code or any applicable provision of comparable state or foreign law, whether or not such
interest is an allowed claim in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (y) each payment
required to be made by any Borrower under the Credit Agreement or any other Credit Documents in
respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and (z) all other
monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency
of any proceeding under the Bankruptcy Code or any applicable provision of comparable state or
foreign law, whether or not such interest is an allowed claim in such proceeding), of any Borrower
or any other Credit Party to any of the Secured Parties under the Credit Agreement and any other
Credit Documents, (ii) the due and punctual performance of all covenants, agreements, obligations
and liabilities of the Borrowers under or pursuant to the
Credit Agreement and the other Credit Documents, (iii) the due and punctual payment and
performance of all the covenants, agreements, obligations and liabilities of each other Credit
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Party under or pursuant to this Guarantee or the other Credit Documents, (iv) the due and punctual
payment and performance of all obligations of each Credit Party under each Hedge Agreement that (x)
is in effect on the Closing Date with a counterparty that is a Lender or an affiliate of a Lender
as of the Closing Date or (y) is entered into after the Closing Date with any counterparty that is
a Lender or an affiliate of a Lender at the time such Hedge Agreement is entered into and (v) the
due and punctual payment and performance of all obligations in respect of overdrafts and related
liabilities owed to the applicable Administrative Agent or its affiliates arising from or in
connection with (a) treasury, depositary, cash management services, (b) automated clearinghouse
transfer of funds or (c) employee credit card programs of up to the U.S. Dollar Equivalent of
$5,000,000.
(d) As used herein, the term “Parallel Debt” shall have the meaning as provided in
Section 6(a).
(e) As used herein, the term “Secured Parties” shall mean, collectively, (i) the
Lenders, (ii) each Administrative Agent, (iii) the Collateral Agent, (iv) the Letter of Credit
Issuer, (v) the Swingline Lender, (vi) the Syndication Agent, (vii) the Documentation Agent, (viii)
each counterparty to a Hedge Agreement the obligations under which constitute Obligations, (ix) the
beneficiaries of each indemnification obligation undertaken by any Credit Party under the Credit
Agreement or any document executed pursuant thereto and (x) any successors, indorsees, transferees
and assigns of each of the foregoing.
(f) References to “Lenders” in this Guarantee shall be deemed to include affiliates of
Lenders that may from time to time enter into Hedge Agreements with one or more of the Borrowers.
(g) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this
Guarantee, and Section references are to Sections of this Guarantee unless otherwise specified.
The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”.
(h) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.
2. Guarantee.
(a) Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as
surety, to the Collateral Agent, for the ratable benefit of the Secured Parties, the prompt and
complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations (other than, if such Guarantor is also a Borrower, such Guarantor’s
own Obligations).
(b) Anything herein or in any other Credit Document to the contrary notwithstanding, the
maximum liability of each U.S. Guarantor hereunder and under the other
Credit Documents shall in no event exceed the amount that can be guaranteed by such U.S.
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Guarantor under the Bankruptcy Code or any applicable laws relating to the insolvency of debtors.
(c) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees
and disbursements of counsel) that may be paid or incurred by any Administrative Agent or the
Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect
of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any
rights with respect to, or collecting against, such Guarantor under this Guarantee.
(d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed
the amount of the liability of such Guarantor hereunder without impairing this Guarantee or
affecting the rights and remedies of any Administrative Agent or the Collateral Agent or any other
Secured Party hereunder.
(e) No payment or payments made by any of the Borrowers, any of the Guarantors, any other
guarantor or any other Person or received or collected by any Administrative Agent or the
Collateral Agent or any other Secured Party from any of the Borrowers, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or in payment of the
Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments
made by such Guarantor in respect of the Obligations or payments received or collected from such
Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum
liability of such Guarantor hereunder until the Obligations under the Credit Documents are paid in
full, the Commitments are terminated and no Letters of Credit shall be outstanding.
(f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any
payment to any Administrative Agent or the Collateral Agent or any other Secured Party on account
of its liability hereunder, it will notify the applicable Administrative Agent or Collateral Agent
in writing that such payment is made under this Guarantee for such purpose.
3. Limitation of U.K. Guarantors. The U.K. Guarantor shall not have any obligation or
liability under this Guarantee (or any part hereof) the inclusion of which in this Guarantee would
constitute unlawful financial assistance for the purposes of Section 151 and 152 of the Companies
Xxx 0000 and such obligation or liability shall be specifically excluded.
4. Limitation of Guarantees – German Guarantor.
(a) Except as otherwise provided for in subsections (c), (d), (e) and (g) below, the
applicable Administrative Agent or the Collateral Agent agrees not to enforce this Guarantee or any
obligation of the German Guarantor under the Credit Documents (for the purposes of this Section 4,
collectively, the “Claims”) against the German Guarantor if and to the extent that such
enforcement would otherwise result in the German Guarantor’s net assets (Eigenkapital within
the meaning of Section 266 para 3 A of the German Commercial Code (Handelsgesetzbuch))
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falling below the amount of its stated share capital (Stammkapital) or increase any existing capital
impairment (Begründung oder Vertiefung einer Unterbilanz) within the meaning of Sections 30 and 31
of the Act on Limited Liability Companies (GmbHG) of Germany. In calculation of the net assets and
the stated share capital any Loans and other contractual liabilities incurred by the German
Guarantor in violation of the Credit Documents or any increases of the stated share capital of the
German Guarantor in violation of the Credit Documents shall be disregarded. Any recourse claim of
the German Guarantor against its affiliated companies shall not be regarded as an asset in
determining the German Guarantor’s net assets, if and to the extent that the German Guarantor
provides evidence, to the reasonable satisfaction of the Administrative Agents, that such recourse
claim is of no value (nicht werthaltig).
(b) If and to the extent legally permissible and commercially justifiable in respect of the
German Guarantor’s business, the German Guarantor shall, following the receipt of an Enforcement
Notice (as defined below), if and to the extent:
(i) it does not have sufficient assets to allow an enforcement of any collateral in
accordance with Section 4(a); and
(ii) any Administrative Agent or the Collateral Agent would (but for this paragraph) be
entitled to enforce the Claims granted hereunder,
realise any and all of its assets that are shown in the balance sheet with a book value (Buchwert)
which is substantially lower than the market value of such assets, and which are not essentially
necessary for the German Guarantor’s business (betriebsnotwendig).
(c) The limitations set out in Section 4(a) shall only apply if and to the extent that the
German Guarantor evidences by providing the Collateral Agent:
(i) within ten (10) Business Days following a notice by the Collateral Agent to the
Company of its intention to enforce the Claims (for purposes of this Section 4, the
“Enforcement Notice”), with a written confirmation by the managing director(s) on
behalf of the German Guarantor specifying if and to what extent Claims granted hereunder
cannot be enforced as it would cause the net assets of the German Guarantor to fall below
the amount of its stated share capital (supported by evidence further specified in the last
paragraph of this paragraph (c)) (for purposes of this Section 4, the “Management
Determination”) and the Administrative Agents have not contested this Management
Determination and argued that no or a lesser amount would be necessary to maintain the
German Guarantor’s stated share capital; or
(ii) within thirty (30) Business Days after the date on which the Collateral Agent have
contested the Management Determination, with a written confirmation (Bescheinigung aufgrund
prüferischer Durchsicht) by the German Guarantor’s statutory auditor (Abschlussprüfer) (for
purposes of this Section 4, the “Auditor’s Determination”) with respect to the
financial statements provided to the Collateral Agent pursuant to the next paragraph.
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The Management Determination shall be supported by (i) a list of Loans drawn by, or on-lent or
passed on to, the German Guarantor pursuant to Section 4(g) below, and (ii) evidence reasonably
satisfactory to the Collateral Agent showing the amount of the net assets and the stated share
capital of the German Guarantor.
(d) If the Collateral Agent disagree with the Auditor’s Determination, the Collateral Agent
shall be entitled to enforce the Claims up to the amount which is undisputed between itself and the
German Guarantor in accordance with the provisions of Section 4(a) above. In relation to the amount
which is disputed, the Collateral Agent shall be entitled to further pursue its claims (if any) and
the German Guarantor shall be entitled to defend itself in court and to prove that this amount is
necessary for maintaining its stated share capital (calculated as of the date that the Enforcement
Notice was given). If, after it has been provided with an Auditor’s Determination which prevented
it from the enforcement of the security interest, the Collateral Agent ascertain in good faith that
the financial condition of the German Guarantor has substantially improved (in particular if the
German Guarantor has taken any action in accordance with Section 4(b) above), the Collateral Agent
may, at the German Guarantor’s cost and expense, arrange for the preparation of an updated balance
sheet of the German Guarantor by the auditors having prepared the Auditor’s Determination in order
for such auditors to determine whether (and if so, to what extent) an enforcement would not lead to
the German Guarantor’s net assets falling below the amount of its stated share capital.
(e) If any enforcement action was taken without limitation because the Management
Determination and/or the Auditor’s Determination (as the case may be) was not delivered within the
relevant time frame, the Collateral Agent shall repay to the German Guarantor any amount which is
necessary to maintain its stated share capital, calculated as of the date that the Enforcement
Notice was given.
(f) In addition, the Claims shall not be enforced if and to the extent that such enforcement
would lead to a breach of the prohibition of insolvency causing intervention (Verbot des
existenzvernichtenden Eingriffs) by depriving the German Guarantor of the liquidity necessary to
fulfill its financial liabilities to its creditors.
(g) Notwithstanding paragraphs (a) through (f) above, the Collateral Agent shall be entitled
to enforce the Claims without any limitation if and to the extent the Claims secure or correspond
to loans or portions of loans drawn under the Credit Agreement (x) by the German Guarantor itself
or (y) any Borrower or any of its affiliates to the extent the funds will be on-lent, passed on or
otherwise made available to the German Guarantor, to the extent outstanding at the level of the
German Guarantor and including interest and fees accrued thereon and unpaid by the German Guarantor
as of the date that the Enforcement Notice was given.
5. Limitation of Guarantee – Italian Guarantor.
(a) The Italian Guarantor acknowledges that this is not a surety (fideiusssione).
(b) Any term or provision of this Guarantee or any other Credit Document to the contrary
notwithstanding, the liability of the Italian Guarantor shall in no case exceed the
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lower of (i) Euro [ ] being 100 per cent. of the principal aggregate amount made
available through one or more inter-company loans to the Italian Guarantor by the Avago
Technologies Holdings B.V. using the proceeds advanced to the latter under the Extension of Credit
and (ii) the amount of such inter-company loans still outstanding at the time of the enforcement of
the Guarantee.
6. Parallel Debt.
(a) Each of the Dutch Guarantors hereby irrevocably and unconditionally undertakes to pay to
the Collateral Agent an amount equal to the aggregate amount payable by such Dutch Guarantor in
respect of its Obligations, to the extent they consist of monetary payment obligations (the
“Corresponding Obligations”), as they may exist from time to time. The payment undertaking
of each of the Dutch Guarantors to the Collateral Agent under this Section 6 is hereinafter to be
referred to as the “Parallel Debt”.
(b) The Parallel Debt of each of the Dutch Guarantors will become due and payable (opeisbaar)
as and when one or more of the Corresponding Obligations of the relevant Dutch Guarantor become due
and payable.
(c) Each of the parties hereto hereby acknowledges that:
(i) the Parallel Debt constitutes an undertaking, obligation and liability of each of
the Dutch Guarantors to the Collateral Agent which is separate and independent from, and
without prejudice to, the Corresponding Obligations; and
(ii) the Parallel Debt represents the Collateral Agent own separate and independent
claim (eigen en zelfstandige vordering) to receive payment of the Parallel Debt from each of
the Dutch Guarantors, it being understood, in each case, that pursuant to subsection (a) of
this Section 6 the amount which may become payable by the relevant Dutch Guarantor as its
Parallel Debt shall never exceed the total of the amounts which are payable under the
Corresponding Obligations of the Collateral Agent.
(d) For the avoidance of doubt, the parties hereto confirm that in accordance with subsections
(a) and (c) of this Section 6 the claim of the Collateral Agent against each of the Dutch
Guarantors in respect of the Parallel Debt and the claims of anyone or more of the Secured Parties
against each of the Dutch Guarantors in respect of the Corresponding Obligations payable by the
relevant Dutch Guarantor to such Secured Parties do not constitute common property (gemeenschap)
within the meaning of article 3:166 of the Dutch Civil Code and that the provisions relating to
common property shall not apply. If, however, it shall be held that such claim of the Collateral
Agent and such claims of anyone or more of the Secured Parties do constitute common property and
the provisions relating to common property do apply, the parties hereto agree that the Credit
Documents shall constitute the administration agreement (beheersregeling) within the meaning of
article 3:168 of the Dutch Civil Code.
7. Financial Assistance. Any term or provision of this Guarantee or any other Credit
Document to the contrary notwithstanding, to the extent that applicable Requirements of Law
prohibit any Guarantor from providing any Guarantee or collateral security in respect of loans or
other financial accommodations made to finance in whole or in part the
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acquisition of the capital stock, then the Obligations of such Guarantor shall be deemed not
to include that portion of the Obligations of the Borrowers (other than the U.S. Borrowers) that
are applied for the purpose of acquiring the capital stock of such Guarantor. No Guarantor shall
have any obligations under this Guarantee to the extent such obligations would be in conflict with
the Dutch financial assistance prohibitions contained in clause 2:207c of the Dutch Civil Code.
The UK Guarantor shall not have any obligation or liability under this Guarantee the inclusion of
which in this Guarantee (or any part thereof) would constitute unlawful financial assistance within
the meaning of Section 151 and 152 of the Companies Xxx 0000.
8. Right of Contribution. Each Guarantor hereby agrees that to the extent that a
Guarantor shall have paid more than its proportionate share of any payment made hereunder
(including by way of set-off rights being exercised against it), such Guarantor shall be entitled
to seek and receive contribution from and against any other Guarantor hereunder who has not paid
its proportionate share of such payment. Subject to the terms of this Guarantee, each Guarantor’s
right of contribution shall be subject to the terms and conditions of Section 8 hereof. The
provisions of this Section 6 shall in no respect limit the obligations and liabilities of any
Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall remain
liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such
Guarantor hereunder.
9. Right of Set-off. In addition to any rights and remedies of the Secured Parties
provided by law, each Guarantor hereby irrevocably authorizes each Secured Party at any time and
from time to time following the occurrence and during the continuance of an Event of Default
without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by
each Guarantor, upon any amount becoming due and payable by such Guarantor hereunder (whether at
stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such
Secured Party to or for the credit or the account of such Guarantor. Each Secured Party shall
notify such Guarantor promptly of any such set-off and the appropriation and application made by
such Secured Party, provided that the failure to give such notice shall not affect the
validity of such set-off and application.
10. No Subrogation. Notwithstanding any payment or payments made by any of the
Guarantors hereunder or any set-off or appropriation and application of funds of any of the
Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be
subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives
such rights to the extent permitted by applicable law) of the Collateral Agent or any other Secured
Party against any of the Borrowers or any other Guarantor or any collateral security or guarantee
or right of offset held by the Collateral Agent or any other Secured Party for the payment of the
Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement
from any of the Borrowers or any other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Collateral Agent and the other Secured Parties by the
Credit Parties on account of the Obligations under the Credit Documents are paid in full, the
Commitments are terminated and no Letters of Credit shall be outstanding. If any amount shall be
paid to any Guarantor on account of such subrogation rights at any time
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when all the Obligations shall not have been paid in full, such amount shall be held by such
Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the
Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Collateral Agent, if required), to be applied against the Obligations, whether due or to become
due, in such order as the Collateral Agents may determine; provided, however, that
nothing herein shall be effective to create a charge or other security interest over any such
amount held by such Guarantor whether or not requiring registration under the Companies Act,
Chapter 50 of Singapore or any equivalent legislation in any other jurisdiction or any other
statutory provision whatsoever anywhere.
11. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each
Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights
against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand for
payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be
rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability
of any other party upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or released by the
Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in connection therewith and
the Hedge Agreements and any other documents executed and delivered in connection therewith and any
documents entered into with the applicable Administrative Agent or the Collateral Agent or any of
its respective affiliates in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds may be amended, modified,
supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the
Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered
into with the applicable Administrative Agent or any of its respective affiliates in connection
with treasury, depositary or cash management services or in connection with any automated
clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d)
any collateral security, guarantee or right of offset at any time held by the Collateral Agent or
any other Secured Party for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it as security for
the Obligations or for this Guarantee or any property subject thereto. When making any demand
hereunder against any Guarantor, the Collateral Agent or any other Secured Party may, but shall be
under no obligation to, make a similar demand on any Borrower or any Guarantor or any other person,
and any failure by the Collateral Agent or any other Secured Party to make any such demand or to
collect any payments from any Borrower or any Guarantor or any other person or any release of any
Borrower or any Guarantor or any other person shall not relieve any Guarantor in respect of which a
demand or collection is not made or any Guarantor not so released of its several obligations or
liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied,
or as a matter of law, of the Collateral Agent or any other Secured Party against any Guarantor.
For the purposes hereof “demand” shall include the commencement and continuance of any legal
proceedings.
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12. Guarantee Absolute and Unconditional.
(a) Each Guarantor waives any and all notice of the creation, contraction, incurrence,
renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof
of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of
this Guarantee, the Obligations or any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this
Guarantee; and all dealings between any Borrower and any of the Guarantors, on the one hand, and
the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the
fullest extent permitted by applicable law, each Guarantor waives diligence, promptness,
presentment, protest and notice of protest, demand for payment or performance, notice of default or
nonpayment, notice of acceptance (including in the case of any Mexican Guarantor, any right to
which it may be entitled to the extent applicable under Articles 2813, 2814, 2815, 2816, 2817,
2818, 2819, 2820, 2821, 2822, 2823, 2826, 2827, 2830 (subject to the exceptions provided therein),
2836, 2837 (subject to the exceptions provided therein, to the extent the Obligations (for which
such Guarantor is liable pursuant to limitations outlined in Section 3 above) are not paid in
full), 2845, 2846 and 2848 of the Mexican Federal Civil Code and the corresponding and related
provisions in the Civil Codes of the different states of Mexico), and any other notice in respect
of the Obligations or any part of them, and any defense arising by reason of any disability or
other defense of the Borrowers or any of the Guarantors with respect to the Obligations. Each
Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (a) the validity, regularity or
enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Hedge
Agreement, any of the Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by any Administrative Agent or
the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance) that may at any time be available to or be asserted by
any Borrower against any Administrative Agent or the Collateral Agent or any other Secured Party or
(c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or
such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal
discharge of any Borrower for the Obligations, or of such Guarantor under this Guarantee, in
bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any
Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation
to, pursue such rights and remedies as it may have against any Borrower or any other Person or
against any collateral security or guarantee for the Obligations or any right of offset with
respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such
other rights or remedies or to collect any payments from any Borrower or any such other Person or
to realize upon any such collateral security or guarantee or to exercise any such right of offset,
or any release of any Borrower or any such other Person or any such collateral security, guarantee
or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or available as a matter of law,
of any Administrative Agent or the Collateral Agent and the other Secured Parties against such
Guarantor.
10
(b) This Guarantee shall remain in full force and effect and be binding in accordance with and
to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall
inure to the benefit of the Collateral Agent and the other Secured Parties and their respective
successors, indorsees, transferees and assigns until all Obligations (other than any contingent
indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments
thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding,
notwithstanding that from time to time during the term of the Credit Agreement and any Hedge
Agreement the Credit Parties may be free from any Obligations.
(c) A Guarantor shall automatically be released from its obligations hereunder and the
Guarantee of such Guarantor shall be automatically released upon the consummation of any
transaction permitted by the Credit Agreement, as a result of which such Guarantor ceases to be a
Subsidiary Guarantor.
(d) Each Canadian Guarantor hereby waives the benefits of division and discussion.
13. Reinstatement. This Guarantee shall continue to be effective, or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any of the Obligations is
rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured
Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower
or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial
part of its property, or otherwise, all as though such payments had not been made.
14. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid
to the Collateral Agent without set-off or counterclaim in U.S. Dollars at the Collateral Agent’s
Office.
15. Representations and Warranties; Covenants.
(a) Each Guarantor hereby represents and warrants that the representations and warranties set
forth in Section 8 of the Credit Agreement as of the Closing Date, as they relate to such Guarantor
(and to the extent such representations and warranties are relevant in the jurisdiction of
organization of such Guarantor) or in the other Credit Documents to which such Guarantor is a
party, each of which is hereby incorporated herein by reference, are true and correct, and the
Collateral Agent and each other Secured Party shall be entitled to rely on each of them as if they
were fully set forth herein.
(b) Each Guarantor hereby covenants and agrees with the Collateral Agent and each other
Secured Party that, from and after the date of this Guarantee until the Obligations under the
Credit Documents are paid in full, the Commitments are terminated and no Letter of Credit remains
outstanding, such Guarantor shall take, or shall refrain from taking, as the case may be, all
actions that are necessary to be taken or not taken so that no violation of any provision, covenant
or agreement contained in Section 9 or Section 10 of the Credit Agreement and so that no Default or
Event of Default, is caused by any act or failure to act of such Guarantor or any of its
Subsidiaries.
11
(c) Each Guarantor hereby represents and warrants that (i) this Guarantee and the other Credit
Documents and the transactions contemplated hereby and thereby constitute private civil and
commercial acts (and not public or governmental acts) of such Guarantor, and such Guarantor is
subject to private civil and commercial law with respect to its obligations under the Credit
Documents and (ii) such Guarantor is not entitled to any immunity (whether sovereign or otherwise)
from suit, jurisdiction of any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself,
any Collateral or any other assets of the Credit Parties (including any legal process to enforce
any Security Document or any other Credit Document or to collect the Obligations). Without
limiting the generality of the foregoing, the waivers set forth in this Section 13(c) shall be
effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities
Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to
be, irrevocable for purposes thereof.
16. Authority of the Collateral Agent.
(a) The Collateral Agent enters into this Guarantee in its capacity as agent for the Secured
Parties from time to time. The rights and obligations of the Collateral Agent under this agreement
at any time are the rights and obligations of the Secured Parties at that time. Each of the
Secured Parties has (subject to the terms of the Credit Documents) a several entitlement to each
such right, and a several liability in respect of each such obligation, in the proportions
described in the Credit Documents. The rights, remedies and discretions of the Secured Parties, or
any of them, under this Guarantee may be exercised by the Collateral Agent. No party to this
Guarantee is obliged to inquire whether an exercise by the Collateral Agent of any such right,
remedy or discretion is within the Collateral Agent’s authority as agent for the Secured Parties.
(b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with
the provisions of the Credit Documents) in the identity of the persons from time to time comprising
the Secured Parties gives rise to an equivalent change in the Secured Parties, without any further
act. Upon such an occurrence, the persons then comprising the Secured Parties are vested with the
rights, remedies and discretions and assume the obligations of the Lender under this Guarantee (as
described in Section 3 and Section 4 above). Each party to this agreement irrevocably authorizes
the Collateral Agent to give effect to the change in Lender contemplated in this Section 14(b) by
countersigning an Assignment and Acceptance.
17. Notices. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to
any Guarantor shall be given to it in care of the Singaporean Borrower at the Singaporean
Borrower’s address set forth in Section 13.2 of the Credit Agreement.
18. Counterparts. This Guarantee may be executed by one or more of the parties to
this Guarantee on any number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Guarantee signed by all the parties shall be
lodged with the Collateral Agent and the Company.
12
19. Severability. Any provision of this Guarantee that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
20. Integration. This Guarantee together with the other Credit Documents represents
the agreement of each Guarantor and the Collateral Agent with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by the Collateral Agent or
any other Secured Party relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Credit Documents.
21. Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None of the terms or provisions of this Guarantee may be waived, amended, supplemented or
otherwise modified except in accordance with Section 13.1 of the Credit Agreement.
(b) Neither the Collateral Agent nor any other Secured Party shall by any act (except by a
written instrument pursuant to Section 19(a) hereof), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event
of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other
Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar
to any right or remedy that the Collateral Agent or any Secured Party would otherwise have on any
future occasion.
(c) The rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by
law.
22. Section Headings. The Section headings used in this Guarantee are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.
23. Successors and Assigns. This Guarantee shall be binding upon the successors and
assigns of each Guarantor and shall inure to the benefit of the Collateral Agent and the other
Secured Parties and their respective successors and assigns except that no Guarantor may assign,
transfer or delegate any of its rights or obligations under this Guarantee without the prior
written consent of the Collateral Agent.
13
24. Additional Guarantors. Each Subsidiary of Holdings or the Company that is
required to become a party to this Guarantee pursuant to Section 9.11 of the Credit Agreement shall
become a Guarantor, with the same force and effect as if originally named as a Guarantor herein,
for all purposes of this Guarantee upon execution and delivery by such Subsidiary of a written
supplement substantially in the form of Annex A hereto. The execution and delivery of any
instrument adding an additional Guarantor as a party to this Guarantee shall not require the
consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder
shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party
to this Guarantee.
25. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
26. Submission to Jurisdiction; Waivers; Service of Process. Each Guarantor hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating
to this Guarantee and the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the non-exclusive
general jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York and appellate courts from any
thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
(c) each Guarantor, other than the U.S. Guarantors, hereby irrevocably designates,
appoints and empowers CT Corporation System (telephone number: 000-000-0000) (telecopy
number: 212-894-8690) (address: 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 10011) (for purposes
of this Section 24, the “Process Agent”), in the case of any suit, action or
proceeding brought in the United States as its designee, appointee and agent to receive,
accept and acknowledge for and on its behalf, and in respect of its property, service of
any and all legal process, summons, notices and documents that may be served in any
action or proceeding arising out of or in connection with this Guarantee or any other
Credit Document;
(d) agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to such Guarantor in care of the Process Agent at the
Process Agent’s above address, and such Person hereby irrevocably authorizes and directs
the Process Agent to accept such service on its behalf;
14
(e) as an alternative method of service, irrevocably consents to the service of any
and all process in any such action or proceeding by the mailing (by registered or
certified mail, postage prepaid) of copies of such process to the Process Agent or such
Person at its address referred to in Section 15 or at such other address of which the
Collateral Agent shall have been notified pursuant thereto;
(f) agrees that a final judgment in any such action or proceeding shall be
conclusive and consents to the enforcement in other jurisdictions by suit on the judgment
or in any other manner provided by law;
(g) agrees that nothing herein shall affect the right of any Administrative Agent or
the Collateral Agent or any other Secured Party to effect service of process in any other
manner permitted by law or shall limit the right of any Administrative Agent or the
Collateral Agent or any other Secured Party to xxx in any other jurisdiction; and
(h) waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this Section 24 any
special, exemplary, punitive or consequential damages.
27. Currency of Payment. If, for the purpose of obtaining judgment in any court, it
is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the
parties hereto agree that the rate of exchange used shall be the Exchange Rate on the Business Day
preceding that on which final judgment is given, for delivery two Business Days thereafter. The
obligations in respect of any sum due hereunder to any Secured Party shall, notwithstanding any
adjudication expressed in a currency other than the Currency of Payment, be discharged only to the
extent that, on the Business Day following receipt by such Secured Party of any sum adjudged to be
so due in such other currency, such Secured Party may, in accordance with normal banking
procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that
(a) if the amount of the Currency of Payment so purchased is less than the sum originally due to
such Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the
result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency
of Payment) to such Secured Party and (b) if the amount of the Currency of Payment so purchased
exceeds the sum originally due to such Secured Party, such Secured Party shall promptly pay the
excess over to such Borrower in the currency and to the extent actually received.
28. Use of English Language. This Guarantee has been negotiated and executed in the
English language. All certificates, reports, notices and other documents and communications given
or delivered pursuant to this Guarantee (including, without limitation, any modifications or
supplements hereto) shall be in the English language, or accompanied by a certified English
language translation thereof, and the English language version of any such document and
communication shall control for all purposes under this Guarantee.
29. Stamp Duty Declaration. For the purposes of Section 4(3) and Item 27 of the First
Schedule to the Xxxxx Xxx, 0000 of Malaysia, the Credit Agreement shall be deemed to be the
principal instrument and security to secure the payment of a foreign currency loan of the aggregate
principal amount of up to United States Dollars Nine Hundred and Seventy-Five
15
Million (US$975,000,000/-), of which a Ringgit tranche of the aggregate principal amount of up
to Ringgit Seventy-Six Million Three Hundred and Sixty Thousand (RM76,360,000/-) forms part, and
this Guarantee is deemed to be a secondary instrument.
30. GOVERNING LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
[Signature pages follow]
16
| AVAGO TECHNOLOGIES (MALAYSIA) | ||||
SDN BHD (Company No: 704181-P), as |
||||
Malaysian Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| AVAGO TECHNOLOGIES WIRELESS | ||||
HOLDING (LABUAN) |
||||
CORPORATION (Company No: |
||||
LL05008), as Labuan Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| AVAGO TECHNOLOGIES IMAGING | ||||
HOLDING (LABUAN) |
||||
CORPORATION (Company No: |
||||
LL05006), as Labuan Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| AVAGO TECHNOLOGIES FIBER | ||||
HOLDING (LABUAN) |
||||
CORPORATION (Company No: |
||||
LL05009), as Labuan Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION (Company No: LL0507), as Labuan Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION (Company No: LL05005), as Labuan Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., as U.S. Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., as U.S. Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
[SIGNATURE PAGE TO GUARANTEE]
| 5. | Avago Technologies Storage Holding (Labuan) Corporation (formerly known as Argos Storage Holding (Labuan) Corporation) (Company No. ll0507) | |
| 6. | Avago Technologies Enterprise Holding Corporation (formerly known as Argos Enterprise Holding (Labuan) Corporation) (Company No. ll05005) |
| AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as U.S. Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
| AVAGO TECHNOLOGIES U.S. INC., as U.S. Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
| AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as U.S. Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
| AVAGO TECHNOLOGIES U.S. R&D INC., as U.S. Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES HOLDINGS B.V., as Dutch Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: Xxxx X. Xxxxxxx | ||||
| Title: Director | ||||
| AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V., as Dutch Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: Xxxx X. Xxxxxxx | ||||
| Title: Director | ||||
| AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V., as Dutch Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: Xxxx X. Xxxxxxx | ||||
| Title: Director | ||||
| AVAGO TECHNOLOGIES IMAGING HOLDINGS B.V., as Dutch Guarantor |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: Xxxx X. Xxxxxxx | ||||
| Title: Director | ||||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES JAPAN, LTD., as Japanese Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
| AVAGO TECHNOLOGIES CANADA CORPORATION, as Canadian Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
| AVAGO TECHNOLOGIES MEXICO, S. DE X.X. DE C.V., as Mexican Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
| AVAGO TECHNOLOGIES U.K. LTD., as U.K. Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES GMBH, as German Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES ITALY S.R.L., as Italian Guarantor |
|||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Name: | Xxxx X. Xxxxxxx | ||||
| Title: | Director | ||||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. |
|||
| The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES HOLDING PTE. LTD. | |||
| The Common Seal of AVAGO TECHNOLOGIES HOLDING PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. |
|||
| The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES FINANCE PTE. LTD. | |||
| The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. |
|||
| The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. |
|||
| The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SIGNAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES ECBU IP (SIGNAPORE) PTE. LTD. |
|||
| The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SIGNAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES
INTERNATIONAL SALES PTE. LIMITED |
|||
| The Common Seal
of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES
MANUFACTURING (SINGAPORE) PTE. LTD. |
|||
| The Common Seal
of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES
IMAGING IP (SINGAPORE) PTE. LTD. |
|||
| The Common Seal
of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| AVAGO TECHNOLOGIES
WIRELESS IP (SINGAPORE) PTE. LTD. |
|||
| The Common Seal
of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed |
) ) ) |
[Seal] | |
| /s/ Xxxx X. Xxxxxxx | Director | ||
| Xxxx X. Xxxxxxx | |||
| /s/ Xxxxxxx X. Xxx | Director | ||
| Xxxxxxx X. Xxx | |||
[SIGNATURE PAGE TO GUARANTEE]
| CITICORP NORTH
AMERICA, INC., as Collateral Agent |
|||||
| By: | /s/ Xxxxx Wirdnam | ||||
| Name: Xxxxx Wirdnam | |||||
| Title: Vice President | |||||
[SIGNATURE PAGE TO GUARANTEE]
