SMART MODULAR TECHNOLOGIES (WWH), INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • Delaware
This Indemnification Agreement (the “Agreement”) is made as of March ___, 2005 by and between SMART Modular Technologies (WWH), Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”), and ___ (the “Indemnitee”).
April 13, 2004SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices • California
On behalf of Modular, L.L.C. (the “Parent”), I am pleased to set forth the terms of your continued employment with SMART Modular Technologies (the “Company”) after the closing of the acquisition of the Company and related entities from Solectron by the Parent and its subsidiaries (the “Acquisition”). This letter agreement (this “Letter Agreement”) is contingent on, and will be effective upon the date of, the closing of the Acquisition (the “Effective Date”). By signing this Letter Agreement, you agree that the Change of Control and Employment Agreement dated as of July 3, 2003 between you and the Company (the “Existing Agreement”) will be amended immediately as of the Effective Date as provided herein, and you agree to take any additional action necessary to effectuate such amendment.
February 11, 2004SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices • California
On behalf of Modular, L.L.C. (the “Parent”), I am pleased to set forth the terms of your continued employment with SMART Modular Technologies (the “Company”) after the closing of the acquisition of the Company and related entities from Solectron by the Parent and its subsidiaries (the “Acquisition”). This letter agreement (this “Letter Agreement”) is contingent on, and will be effective upon the date of, the closing of the Acquisition (the “Effective Date”) and supersedes the Change of Control and Employment Agreement dated as of July 3 , 2003 between you and the Company (the “Existing Change of Control Agreement”). By signing this Letter Agreement, you agree that the Existing Change of Control Agreement will terminate immediately as of the Effective Date and you agree to take any additional action necessary to effectuate such termination.
SMART MODULAR TECHNOLOGIES (WWH), INC. $125,000,000 Senior Secured Floating Rate Notes due 2012 REGISTRATION RIGHTS AGREEMENTRights Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • New York
Citigroup Global Markets Inc. Lehman Brothers Inc. As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
SECURITY AGREEMENT by and among SMART MODULAR TECHNOLOGIES (WWH), INC. THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of March 28, 2005Security Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • New York
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of March 28, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time) among SMART MODULAR TECHNOLOGIES (WWH), INC., an exempted company organized under the laws of the Cayman Island (the “Company”). THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (“Guarantors”, and together with the Company, the “Obligors”) in favor of U.S. BANK NATIONAL ASSOCIATION, as trustee (“Trustee”) pursuant to the Indenture (the “Indenture”) dated as of the date hereof by and among the Company, the guarantors party thereto and the Trustee, acting for and on behalf of the holders of the Notes described below (the “Noteholders”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • New York
WHEREAS, Holdings, the Companies (such term and each other capitalized term used herein having the meanings set forth in Section 1 below), certain lenders and Wells Fargo Foothill, Inc., as administrative agent and arranger, are parties to that certain Amended and Restated Loan and Security Agreement, dated as of the date hereof (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which such lenders have agreed to make loans and extend other financial accommodations to certain of the Companies and that, among other things, permits, subject to certain terms and conditions, (a) the issuance of the Notes by Holdings and the guarantee thereof by the Companies and (b) a second priority Lien on the Common Collateral to secure the Noteholder Claims;
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 28, 2005, is made among the Obligors (as defined below) and US BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, “Trustee”) for the holders of the Notes described below (the “Noteholders”).
LETTERHEAD OF SMART MODULAR TECHNOLOGIES, INC.]SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices • California
Reference is made to the Transaction Agreement (as the same may be amended from time to time, the “Transaction Agreement”) entered into as of February 11, 2004 by and among Modular, Inc., a Delaware corporation, Modular (Cayman), Inc., an exempted company organized under the laws of the Cayman Islands, Modular Merger Corporation, a California corporation, Solectron Corporation, a Delaware corporation, Solectron Global Holdings, L.P., a limited partnership organized under the laws of the Cayman Islands, Solectron Serviços e Manufactura Do Brasil Ltda., a limited liability company (sociedade por quotas de responsabilidade limitada) organized under the laws of the Federative Republic of Brazil and SMART Modular Technologies, Inc., a California corporation (the “Company”).
Compaq Computer Corporation / Smart Modular Technologies, Inc. Rev 1.0 Corporate Purchase Agreement Contract No. 2171-080101Corporate Purchase Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • Texas
This Corporate Purchase Agreement (this “Agreement”) is made and entered into as of the 1st day of May 2001 by Compaq Computer Corporation, a Delaware corporation (“Compaq”), and by Smart Modular Technologies, Inc., a California Corporation (“Smart Modular”) with its principal place of business as 4305 Cushing Parkway, Fremont, CA 94538 and Subsidiaries as identified in Exhibit A.
FIRST AMENDMENT TO GUARANTYGuaranty • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices
Wells Fargo Foothill, Inc., as arranger and administrative agent (in such capacity “Agent”) for certain lenders (“Lenders”), Lenders and Borrowers have entered into certain financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement dated as of March 28, 2005, by and among Borrowers, Agent, Lenders, and the other Obligors identified on the signature pages thereto (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and other agreements, documents and instruments referred to in the Loan Agreement as the “Loan Documents”. Initially capitalized terms used herein without definitions shall have the meanings given in the Loan Agreement.
SHAREHOLDERS’ AGREEMENT dated as of March 8, 2005 among SMART MODULAR TECHNOLOGIES (WWH), INC., MODULAR, L.L.C. and CERTAIN OTHER PERSONS NAMED HEREINShareholders’ Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • Delaware
SHAREHOLDERS’ AGREEMENT dated as of March 8, 2005 (the “Agreement”) among SMART Modular Technologies (WWH), Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”), Modular, L.L.C., a Delaware limited liability company (“Modular”), and such additional persons as may sign joinder agreements to this Agreement.
April 13, 2004SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices • California
On behalf of Modular, L.L.C. (the “Parent”), I am pleased to set forth the terms of your continued employment with SMART Modular Technologies (the “Company”) after the closing of the acquisition of the Company and related entities from Solectron by the Parent and its subsidiaries (the “Acquisition”). This letter agreement (this “Letter Agreement”) is contingent on, and will be effective upon the date of, the closing of the Acquisition (the “Effective Date”). By signing this Letter Agreement, you agree that the Change of Control and Employment Agreement dated as of July 3, 2003 between you and the Company (the “Existing Agreement”) will be amended immediately as of the Effective Date as provided herein, and you agree to take any additional action necessary to effectuate such amendment.
LETTERHEAD OF SMART MODULAR TECHNOLOGIES, INC.]SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices • California
Reference is made to the Transaction Agreement (as the same may be amended from time to time, the “Transaction Agreement”) entered into as of February 11, 2004 by and among Modular, Inc., a Delaware corporation, Modular (Cayman), Inc., an exempted company organized under the laws of the Cayman Islands, Modular Merger Corporation, a California corporation, Solectron Corporation, a Delaware corporation, Solectron Global Holdings, L.P., a limited partnership organized under the laws of the Cayman Islands, Solectron Serviços e Manufactura Do Brasil Ltda., a limited liability company (sociedade por quotas de responsabilidade limitada) organized under the laws of the Federative Republic of Brazil and SMART Modular Technologies, Inc., a California corporation (the “Company”).
Option Agreement under the SMART Modular Technologies (WWH), Inc. Stock Incentive Plan (U.S.)Option Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices
SMART Modular Technologies (WWH), Inc. (the “Company”), hereby grants as of the date of grant set forth above (the “Grant Date”) to the above-named optionee (“Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares of common stock of the Company (“Shares”) set forth above pursuant to the SMART Modular Technologies (WWH), Inc. Stock Incentive Plan (the “Plan”).
February 12, 2004SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices • California
On behalf of Modular, L.L.C. (the “Parent”), I am pleased to set forth the terms of your offer of employment with SMART Modular Technologies (the “Company”) after the closing of the acquisition of the Company and related entities from Solectron by the Parent and its subsidiaries (the “Acquisition”). This letter agreement (this “Letter Agreement”) is contingent on, and will be effective upon the date of, the closing of the Acquisition (the “Effective Date”).
Re: Letter Amendment to Advisory Agreement dated April 16, 2004 between SCP Management Company, L.L.C. and SMART Modular Technologies, Inc. (“Advisory Agreement”)SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices
This letter amends Section 3(a) of the Advisory Agreement to reflect an increase in the annual Advisory Fee from $500,000 to $1,000,000. Starting July 1, 2005, the quarterly Advisory Fee payable will be $250,000. Please note that the most recent invoice for the quarterly Advisory Fee through June 30, 2005 will be paid shortly.
LETTERHEAD OF SMART MODULAR TECHNOLOGIES, INC.]SMART Modular Technologies (DE), Inc. • August 11th, 2005 • Semiconductors & related devices • California
Reference is made to the Transaction Agreement (as the same may be amended from time to time, the “Transaction Agreement”) entered into as of February 11, 2004 by and among Modular, Inc., a Delaware corporation, Modular (Cayman), Inc., an exempted company organized under the laws of the Cayman Islands, Modular Merger Corporation, a California corporation, Solectron Corporation, a Delaware corporation, Solectron Global Holdings, L.P., a limited partnership organized under the laws of the Cayman Islands, Solectron Serviços e Manufactura Do Brasil Ltda., a limited liability company (sociedade por quotas de responsabilidade limitada) organized under the laws of the Federative Republic of Brazil and SMART Modular Technologies, Inc., a California corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT dated as of March 8, 2005 among SMART MODULAR TECHNOLOGIES (WWH), INC. MODULAR, L.L.C. and CERTAIN OTHER PERSONS NAMED HEREINRegistration Rights Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • California
Registration Rights Agreement (this “Agreement”) dated as of March 8, 2005 among SMART Modular Technologies (WWH), Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”), Modular, L.L.C., a Delaware limited liability company (“Modular”), and such additional persons as may sign joinder agreements to this Agreement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among SMART MODULAR TECHNOLOGIES, INC., SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, and SMART MODULAR TECHNOLOGIES (PUERTO RICO) INC., as Borrowers, THE OTHER OBLIGORS NAMED HEREIN, THE LENDERS...Loan and Security Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of March 28, 2005, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger, administrative agent and security trustee for the Lenders (“Agent”), and, on the other hand, SMART MODULAR TECHNOLOGIES, INC., a California corporation, as successor by merger to Modular Merger Corporation, a California corporation (“US Borrower”), SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, a company incorporated under the laws of England and Wales (“UK Borrower”), SMART MODULAR TECHNOLOGIES (PUERTO RICO) INC., an exempted company organized under the laws of the Cayman Islands (“PR Borrower”, and together with US Borrower, and UK Borrower, each indi
AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • August 11th, 2005 • SMART Modular Technologies (DE), Inc. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 28, 2005, is made among the Obligors (as defined below), and WELLS FARGO FOOTHILL, INC., a California corporation, as Agent (in such capacity, “Agent”) for the Lenders (as defined below).
