EXHIBIT 10.10 CREDIT AGREEMENT DATED AS OF FEBRUARY 27, 1998Credit Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
BETWEENMerger Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
by and among ZILOG, INC.,Stockholders' Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
WITNESSETH:Agreement and Plan of Merger • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
ZILOG, INC.Indenture • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
1 EXHIBIT 2.3 AMENDMENT NUMBER TWO TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER TWO TO THE AGREEMENT AND PLAN OF MERGER (this "AMENDMENT"), dated as of December 10, 1997, by and between TPG PARTNERS II, L.P., a Delaware limited...Agreement and Plan of Merger • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
by and among Zilog, Inc. as Issuer The Guarantors listed on Annex I hereto as Guarantors andRegistration Rights Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT (This Agreement supersedes any and all Employment Agreements which were executed prior to May 22, 1997.) This Agreement is made by and between Zilog, Inc., a Delaware corporation (hereinafter "Zilog") and Richard L....Employment Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT (This Agreement supersedes any and all Employment Agreements which were executed prior to May 22, 1997.) This Agreement is made by and between Zilog, Inc., a Delaware corporation (hereinafter "Zilog") and Michael J....Employment Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
RECITALSSubsidiary Guaranty • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
November 18, 1997 Warburg, Pincus Capital Company, L.P. Warburg, Pincus & Co. 466 Lexington Avenue New York, New York 10017 Gentlemen and Ladies: Reference is made to the Stockholders Voting Agreement (the "Voting Agreement") dated as of July 20,...Stockholders Voting Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices
1 EXHIBIT 4.9 SUBSIDIARY SECURITY AGREEMENT This SUBSIDIARY SECURITY AGREEMENT (this "AGREEMENT") is dated as of February 27, 1998 and entered into by and among each of the undersigned direct and indirect Subsidiaries of Zilog, Inc. ("COMPANY") (each...Subsidiary Security Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
CONTRACT OF LEASELease Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices
1- 2 "SECURED OBLIGATIONS" means all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents and all extensions or renewals...Collateral Account Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
1 EXHIBIT 10.9 EMPLOYMENT AGREEMENT (This Agreement supersedes any and all Employment Agreements which were executed prior to May 22, 1997.) This Agreement is made by and between Zilog, Inc., a Delaware corporation (hereinafter "Zilog") and Thomas C....Employment Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
ZILOG, INC.Purchase Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
AGREEMENTEmployment Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
3 4 applicable, shall be accompanied by the appropriate Pledgor's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. Upon the occurrence and during...Subsidiary Pledge Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
2- 3 nature of Grantor now or hereafter existing under this Agreement (all such obligations of Grantor, together with the Underlying Debt, being the "SECURED OBLIGATIONS").Company Security Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices
1 EXHIBIT 4.10 COMPANY PLEDGE AGREEMENT This COMPANY PLEDGE AGREEMENT (this "AGREEMENT") is dated as of February 27, 1998 and entered into by and between ZILOG, INC., a Delaware corporation ("PLEDGOR"), and STATE STREET BANK AND TRUST COMPANY, a...Company Pledge Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
1 EXHIBIT 4.12 COMPANY AND SUBSIDIARY PATENT AND TRADEMARK SECURITY AGREEMENT This COMPANY AND SUBSIDIARY PATENT AND TRADEMARK SECURITY AGREEMENT (this "AGREEMENT") is dated as of February 27, 1998 and entered into by and among ZILOG, INC., a Delaware...Patent and Trademark Security Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
1 EXHIBIT 10.2 INDUSTRIAL LEASE AGREEMENT THIS LEASE is made and entered into this 3rd day of March, 1981, by and between M.J.H.M. Partnership II, a California general partnership (hereinafter "Landlord") and ADDA Corporation, a California Corporation...Industrial Lease Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
1 EXHIBIT 4.13 COPYRIGHT SECURITY AGREEMENT THIS COPYRIGHT SECURITY AGREEMENT dated as of February 27, 1998 (this "AGREEMENT") is made by ZILOG, INC., a Delaware company ("COMPANY") and each of the undersigned direct and indirect Subsidiaries of...Copyright Security Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
1 EXHIBIT 4.8 COMPANY SECURITY AGREEMENT This COMPANY SECURITY AGREEMENT (this "AGREEMENT") is dated as of February 27, 1998 and entered into by and between ZILOG, INC., a Delaware corporation ("GRANTOR"), and STATE STREET BANK AND TRUST COMPANY, a...Company Security Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
