TTM Technologies, Inc. Underwriting AgreementUnderwriting Agreement • May 15th, 2008 • TTM Technologies Inc • Printed circuit boards • New York
TTM Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of $155,000,000 principal amount of its 3.25% Convertible Senior Notes due 2015 (the “Firm Securities”), and, at the option of the Underwriters, up to an additional aggregate of $20,000,000 principal amount of its 3.25% Convertible Senior Notes due 2015 (the “Additional Securities”). The Firm Securities and the Additional Securities are herein referred to as the “Securities.” The Securities will be issued pursuant to a Supplemental Indenture to be dated as of May 14, 2008 (the “Indenture”) between the Company and American Stock Transfer & Trust Company (the “Trustee”). The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), in accordance wi
TTM TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Trustee Guaranteed to the extent set forth therein by the Guarantors named herein. INDENTURE dated as of May 14, 2008Indenture • May 15th, 2008 • TTM Technologies Inc • Printed circuit boards • New York
INDENTURE dated as of May 14, 2008 by and among TTM Technologies, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule 1 hereto (herein called the “Guarantors”) and American Stock Transfer & Trust Company, as Trustee (the “Trustee”).
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England May 8, 2008 To: TTM Technologies, Inc. 2630 South Harbor Boulevard Santa Ana, California 92704 Attention: Treasurer Telephone No.: (714) 327-3049...Warrant Agreement • May 15th, 2008 • TTM Technologies Inc • Printed circuit boards • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by TTM Technologies, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
UBS AG, London Branch c/o UBS Securities LLC 299 Park Avenue New York, NY 10171 Attn: Dmitriy Mandel and Paul Stowell Telephone: (212) 821-2100 Facsimile: (212) 821-4610 May 8, 2008 To: TTM Technologies, Inc. 2630 South Harbor Boulevard Santa Ana,...Call Option Transaction • May 15th, 2008 • TTM Technologies Inc • Printed circuit boards • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between UBS AG, London Branch (“UBS”) represented by UBS Securities LLC (“Agent”) as its agent and TTM Technologies, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England May 8, 2008 To: TTM Technologies, Inc. 2630 South Harbor Boulevard Santa Ana, California 92704 Attention: Treasurer Telephone No.: (714) 327-3049...Call Option Transaction • May 15th, 2008 • TTM Technologies Inc • Printed circuit boards • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and TTM Technologies, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
TTM TECHNOLOGIES, INC. as Issuer and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 14, 2008 3.25% Convertible Senior Notes Due 2015First Supplemental Indenture • May 15th, 2008 • TTM Technologies Inc • Printed circuit boards • New York
FIRST SUPPLEMENTAL INDENTURE dated as of May 14, 2008 (the “First Supplemental Indenture”) between TTM Technologies, Inc., a Delaware corporation, as issuer (the “Company”), and American Stock Transfer & Trust Company, a New York state chartered trust company, as trustee (the “Trustee”).
