CREDIT AGREEMENT dated as of August 26, 2011, among SMART Modular Technologies (Global Memory Holdings), Inc., as Holdings, SMART Modular Technologies (Global), Inc., as Parent Borrower, SMART Modular Technologies, Inc., as Co- Borrower, The Lenders...Credit Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
CREDIT AGREEMENT dated as of August 26, 2011 (this “Agreement”), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., California corporation (the “Co - Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • California
SEVERANCE AND CHANGE OF CONTROL AGREEMENT (“Agreement”), dated as of December 10, 2010 (the “Effective Date”) by and between SMART Modular Technologies (WWH), Inc. (the “Company”), and Bruce Goldberg (“Executive”).
COLLATERAL AGREEMENT dated as of August 26, 2011, among SMART Modular Technologies, Inc., THE OTHER GRANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative AgentCollateral Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
COLLATERAL AGREEMENT dated as of August 26, 2011 (this “Agreement”), among SMART Modular Technologies, Inc., SMART Modular Technologies (DE), Inc., and ConXtra, Inc., the other GRANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EMPLOYMENT AGREEMENT Jack PachecoEmployment Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • California
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 10, 2011 (the “Effective Date”), by and between SMART Modular Technologies, Inc, a California corporation (the “Company”), and Jack Pacheco (“Executive” and, together with the Company, the “Parties” individually, a “Party”).
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of May 16, 2012, among SMART MODULAR TECHNOLOGIES, INC., a California corporation (together with its successors and assigns, “Smart” and in its capacity as the Seller Representative, the “Seller Representative”), SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, an England and Wales corporation (together with its successors and assigns, “Smart Europe”; and collectively with Smart, the “Sellers” and each a “Seller”) and WELLS FARGO BANK, N.A., a national banking association (together with its successors and assigns, “Wells Fargo”).
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
FIRST AMENDMENT, dated as of March 28, 2013 (the “First Amendment”), to RECEIVABLES PURCHASE AGREEMENT (prior to the effectiveness of this First Amendment, the “Existing Agreement”, and as amended by this First Amendment and as it may be further amended, supplemented or modified from time to time, this “Agreement”), dated as of May 16, 2012, among SMART MODULAR TECHNOLOGIES, INC., a California corporation (together with its successors and assigns, “Smart” and in its capacity as the Seller Representative, the “Seller Representative”), SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, an England and Wales corporation (together with its successors and assigns, “Smart Europe”; and collectively with Smart, the “Sellers” and each a “Seller”) and WELLS FARGO BANK, N.A., a national banking association (together with its successors and assigns, “Wells Fargo”), and confirmed by SMART MODULAR TECHNOLOGIES (GLOBAL HOLDINGS), INC., a Cayman Islands exempted company with limited liability (“Smart Global
MASTER GUARANTEE AGREEMENT dated as of August 26, 2011, among SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and...Master Guarantee Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
MASTER GUARANTEE AGREEMENT dated as of August 26, 2011 (this “Agreement”), among SMART MODULAR TECHNOLOGIES (GLOBAL MEMORY HOLDINGS), INC., SMART MODULAR TECHNOLOGIES (GLOBAL), INC., SMART MODULAR TECHNOLOGIES, INC., the SUBSIDIARY GUARANTORS identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties.
FIRST AMENDMENT TO LEASELease • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of April 29, 2014 (the “Effective Date”) by and between NEWARK EUREKA INDUSTRIAL CAPITAL LLC, a Delaware limited liability company (“Lessor”) and SMART MODULAR TECHNOLOGIES, INC., a California corporation (“Lessee”) with reference to the following facts:
STOCK PURCHASE AGREEMENT by and between SMART STORAGE SYSTEMS (GLOBAL HOLDINGS), INC., SANDISK CORPORATION, SANDISK MANUFACTURING and solely for purposes of Section 5.7(c), Section 5.8, ARTICLE VIII and ARTICLE IX, SALEEN HOLDINGS, INC., SALEEN...Stock Purchase Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This STOCK PURCHASE AGREEMENT, dated as of July 2, 2013, is entered into by and between SMART STORAGE SYSTEMS (GLOBAL HOLDINGS), INC., a Cayman Islands exempted company (“Seller”), SANDISK CORPORATION, a Delaware corporation (“Buyer”), SANDISK MANUFACTURING, a Republic of Ireland company (“BuyerSub”), and solely for purposes of Section 5.7(c), Section 5.8, ARTICLE VIII and ARTICLE IX, Saleen Holdings, Inc., a Cayman Islands exempted company (“Saleen Holdings”), Saleen Intermediate Holdings, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Saleen Holdings (“Saleen Intermediate”), and SMART Worldwide Holdings, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Saleen Intermediate (“SMART Worldwide” and together with Seller, Buyer, BuyerSub, Saleen Holdings and Saleen Intermediate, the “parties”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 13, 2011, is made and entered into among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., California corporation (the “Co - Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the other Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
ContractFirst Refinancing • August 26th, 2014 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
FIRST REFINANCING AMENDMENT dated as of August 20, 2014 (this “Amendment”), to the Credit Agreement (as defined below) among SMART Modular Technologies (Global Holdings), Inc. (f.k.a. SMART Modular Technologies (Global Memory Holdings), Inc.), as Holdings (“Holdings”), SMART Modular Technologies (Global), Inc., as Parent Borrower (the “Parent Borrower”), SMART Modular Technologies, Inc., as Co-Borrower (the “Co-Borrower”; together with the Parent Borrower, the “Borrowers”), the New Revolving Lenders (as defined below) party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
