AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2009, among MAGNACHIP SEMICONDUCTOR S.A. and MAGNACHIP SEMICONDUCTOR FINANCE COMPANY as Borrowers, MAGNACHIP SEMICONDUCTOR LLC and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE...Credit Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 6, 2009, among MAGNACHIP SEMICONDUCTOR S.A., a société anonyme, organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 74, rue de Merl, L - 2146 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of commerce and companies under the number B 97,483, MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (collectively, “Borrowers”), MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Wilmington Trust FSB, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
AMENDED AND RESTATED LICENSE AGREEMENT (TrenchDMOS) DATED September 19, 2007 BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INC. AND MAGNACHIP SEMICONDUCTOR, LTD.License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
This agreement (the “Agreement”) is made effective as of September 19, 2007 (“Effective Date”), by and between Advanced Analogic Technologies Inc., a California corporation with its principal place of business located at 830 E. Arques Ave, Sunnyvale California 94085 (hereafter called “AATI”) and MagnaChip Semiconductor, Ltd. with its principal place of business located 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si,Chungbuk, South Korea (hereafter called “MAGNACHIP”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company Dated as of February 12, 2010Limited Liability Company Operating Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of MAGNACHIP SEMICONDUCTOR LLC (the “Company”) dated as of February 12, 2010 is entered into by and among the parties listed on Exhibit A attached hereto (the “Existing Members”) and those other Persons (defined below) who become Members (defined below) of the Company from time to time, as hereinafter provided. All capitalized terms used in this Agreement and not otherwise are defined herein are defined in Annex I hereto.
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED SERVICE AGREEMENT (the “Agreement”) is dated as of this 8th day of May 2008 (the “Effective Date”) by and between MagnaChip Semiconductor, Ltd., a Korean yuhan hoesa (the “Company”), and Sang Park, an individual (the “Officer”).
LICENSE AGREEMENT (ModularBCD) DATED March 18, 2005 BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INC. AND MAGNACHIP SEMICONDUCTOR, LTD.License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
This agreement (the “Agreement”) is made effective as of March 18, 2005, by and between Advanced Analogic Technologies Inc., a California corporation with its principal place of business located at 830 E. Arques Ave, Sunnyvale California 94085 (hereafter called “AATI”) and MagnaChip Semiconductor, Ltd. with its principal place of business located at 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si, Chungbuk, South Korea (hereafter called “MAGNACHIP”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 9, 2009 entered into by and between MagnaChip Semiconductor LLC, a Delaware limited liability company (or any other Affiliate entity or entities created through any Solvent Reorganization or designated by the Board of Managers, the “Company”), and each of the individuals and entities listed on Schedule I attached hereto (the “Securityholders”).
Entrustment AgreementEntrustment Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
MagnaChip Semiconductor Ltd. (“A”) and Tae Young Hwang, an individual (“B”), shall execute this Entrustment Agreement (the “Agreement”) subject to the following terms:
This Technology License Agreement (“Agreement”) is made and entered into the day of July 2001 (“Effective Date”) BETWEEN ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”) andTechnology License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • London
HYNIX SEMICONDUCTOR INC. a company organised and existing under the laws of the Republic of Korea and whose principal place of business is situated at San 136-1, Ami-ri, Bubal-eub, Ichon-si, Kyoungki-do, Republic of Korea (“LICENSEE”).
FIRST AMENDMENT TO GENERAL SERVICE SUPPLY AGREEMENTGeneral Service Supply Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This First Amendment to General Service Supply Agreement (this “Amendment”) is entered into as of December 30, 2005 by and between Hynix Semiconductor, Inc. (“Hynix”) and MagnaChip Semiconductor Ltd. (“NewCo”) (each a “Party”, and collectively the “Parties”).
FIRST AMENDMENT TO LAND LEASE AND EASEMENT AGREEMENTLand Lease and Easement Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This First Amendment to Land Lease and Easement Agreement (this “Amendment”) is entered into as of December 30, 2005 by and between Hynix Semiconductor, Inc. (“Lessor”) and MagnaChip Semiconductor Ltd. (“Lessee”) (each a “Party”, and collectively the “Parties”).
This Technology Licence Agreement (the “Agreement”) is made the 16th day of December 1996Technology Licence Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • London
ADVANCED RISC MACHINES LIMITED whose registered office is situated at 90, Fulbourn Road, Cherry Hinton, Cambridge CBI 4JN, England (“ARM”)
ContractMagnachip Semiconductor LLC • March 15th, 2010 • Semiconductors & related devices • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
Intellectual Property License AgreementIntellectual Property License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This Intellectual Property License Agreement (this “Agreement”) is made and entered into this 6 day of October, 2004, by and between MagnaChip Semiconductor, Ltd., a company organized and existing under the Laws of the Republic of Korea (“Korea”), with offices at 1, Hyangjeong-dong, Heungduk-gu, Cheongju-si, Chungcheongbuk-do, Korea (“Purchaser”), and Hynix Semiconductor Inc., a corporation organized under the Laws of Korea, with offices at San 136-1, Ami-Ri, Bubal-Eub, Ichon-Si. Kyoungki-Do, Korea (“Hynix”). Either Purchaser or Hynix may be referred to herein as a “Party” or together as the “Parties,” as the case may require.
LAND LEASE AND EASEMENT AGREEMENT between Hynix Semiconductor Inc. as Lessor and MagnaChip Semiconductor, Ltd. as Lessee with respect to certain land located in the Cheong-Ju Complex in Cheong-Ju, the Republic of Korea October 6, 2004Land Lease and Easement Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
[*****] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
Master Service AgreementMaster Service Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This Master Service Agreement (hereinafter referred to as the “Agreement”) on manufacturing and supply of goods is made and entered into by and between Sharp Corporation (“Sharp”) and Hyundai Electronics Japan Co., Ltd (“Hyundai”).
GENERAL SERVICE SUPPLY AGREEMENT between Hynix Semiconductor Inc. and MagnaChip Semiconductor, Ltd. October 6, 2004General Service Supply Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This GENERAL SERVICE SUPPLY AGREEMENT (this “Agreement”), dated as of October 6, 2004 (the “Effective Date”), is entered into by and between:
ContractMagnachip Semiconductor LLC • March 15th, 2010 • Semiconductors & related devices
MAGNACHIP SEMICONDUCTOR LTD whose principal place of business is situated at 891 Daechi-dong, Gangnam-gu, Seoul 135-738, Seoul, Korea (“MAGNACHIP”)
This Design Migration Agreement (“Agreement”) is made the 01 day of May 2007 between ARM LIMITED whose registered office is situated at 110 Fulbourn Road , Cambridge, CBI 9NJ, United Kingdom (“ARM”); andDesign Migration Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
MAGNACHIP SEMICONDUCTOR, LTD. whose principal place of bussiness is situated at c/o 891 Daechi-dong, Gangnam-gu, Seoul 135-738, Korea (“Customer”).
ContractRestricted Unit Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
TRANSLATION Basic Contract on Joint Development and Grant of LicenseMagnachip Semiconductor LLC • March 15th, 2010 • Semiconductors & related devices
This Basic Contract on Joint Development and Grant of License (hereinafter “Contract”) is made and entered into as of November 10, 2006, by between MagnaChip Semiconductor, Ltd. (hereinafter “MC”) and Silicon Works Co., Ltd. (hereinafter “SW”).
SERVICE AGREEMENTService Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS SERVICE AGREEMENT (“Agreement”) is executed by and between MagnaChip Semiconductor, Ltd., a Korean limited liability company (the “Company”), and John McFarland, an individual (the “Officer”), effective as April 1, 2006.
This Technology License Agreement (“TLA”) is made the 20th day of May day of 2004 (“Effective Date”) BETWEEN ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”); andTechnology License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
HYNIX SEMICONDUCTOR INC. whose principal place of business is situated at Youngdong Building 891, Daechi-dong, Kangnam-gu, Seoul, Republic of Korea (“HYNIX”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
This Agreement entered into and effective this day of , 20 , (the “Agreement”), by and between MagnaChip Semiconductor Corporation, a Delaware corporation (the “Company,”) and (the “Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
THIS WARRANT AGREEMENT dated as of November 9, 2009 (this “Agreement”) is by and between MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company (the “Company”), and American Stock Transfer & Trust Company, LLC, as warrant agent (in such capacity, the “Warrant Agent”).
ARM7201TDSP Device Licence Agreement This device licence agreement (“The Agreement”) is made the 26th day of August 1997 between ADVANCED RISC MACHINES LIMITED whose registered office is situated at 90, Fulbourn Road, Cherry Hinton, Cambridge, CB1 4JN...Arm7201tdsp Device Licence Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
Except to the extent that the terms of this Agreement are inconsistent with the terms of the 1996 Agreement, in which event the terms of this Agreement shall prevail, this Agreement shall be without prejudice to the terms of the 1996 Agreement and the terms of the 1996 Agreement shall apply.
ContractRestricted Unit Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
SENIOR ADVISOR AGREEMENTSenior Advisor Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS SENIOR ADVISOR AGREEMENT (the “Agreement”) is entered into as [April 10, 2009] (the “Effective Date”), by and between MagnaChip Semiconductor, Ltd., a Korean limited liability company (the “Company”), and Robert Krakauer, an individual (“Advisor”).
TECHNOLOGY LICENCE AGREEMENT between ADVANCED RISC MACHINES LIMITED and LG SEMICON COMPANY LIMITED dated 5th OCTOBER 1995Licence Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • London
[*****] - Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
