LEASE BY AND BETWEEN CONEXANT SYSTEMS, INC. as Landlord and SPECIALTYSEMI, INC., as Tenant March 12, 2002Lease Agreement • January 21st, 2004 • Jazz Semiconductor Inc • California
THIS LEASE, dated March 12, 2002, is made by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Landlord"), and SPECIALTYSEMI, INC., a Delaware corporation ("Tenant"), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the "Effective Date of this Lease").
FIRST AMENDMENT TO IP LICENSE AGREEMENTIp License Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
This FIRST AMENDMENT TO IP LICENSE AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and between Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), and Conexant Systems, Inc., a Delaware corporation ("Conexant").
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the "Amendment") is dated as of March 12, 2002 (the "Amendment Date"), and is entered into by and among Specialtysemi, Inc., a Delaware corporation ("Company"), Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Carlyle Capital Investors, L.L.C., a Delaware limited liability company ("Carlyle").
RFMD BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS RFMD BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of October 15, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Original Stockholders"), RF Micro Devices, Inc., a North Carolina corporation ("RFMD" and, together with the Original Stockholders, the "Stockholders"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
CONEXANT MANAGEMENT AGREEMENTManagement Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
This Conexant Management Agreement (the "Agreement") is entered into as of March 12, 2002, by and between Specialtysemi, Inc., a Delaware corporation (the "Company") and Conexant Systems, Inc., a Delaware corporation ("Conexant").
THIRD AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (the "Amendment") is dated as of September 1, 2003, and is entered into by and among JAZZ SEMICONDUCTOR, INC. (formerly known as Specialtysemi, Inc.), a Delaware corporation ("Company"), CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"), and CARLYLE PARTNERS III, L.P., a Delaware limited partnership ("CP III"), CP III COINVESTMENT, L.P., a Delaware limited partnership ("CP III Coinvestment"), and CARLYLE HIGH YIELD PARTNERS, L.P., a Delaware limited partnership ("Carlyle High Yield" and, together with CP III and CP III Coinvestment, "Carlyle").
AMENDED AND RESTATED CARLYLE REVIEW AGREEMENTCarlyle Review Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS AMENDED AND RESTATED CARLYLE REVIEW AGREEMENT (the "Agreement"), dated as of October 15, 2002, is entered into by and among Carlyle Partners III, L.P., a Delaware limited partnership, ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Jazz") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab" and, together with Jazz, the "Companies" and each a "Company").
CONEXANT SYSTEMS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS CERTIFIES THAT, for value received, Specialtysemi, Inc., with its principal address at 4311 Jamboree Road in Newport Beach, California (the "Holder"), is entitled to subscribe for and purchase, at the Exercise Price (defined below) from Conexant Systems, Inc., with its principal office at 4311 Jamboree Road in Newport Beach, California (the "Company") Two Million Nine Hundred Thousand (2,900,000) shares of the Common Stock (as defined below), subject to adjustment as provided herein.
FIRST AMENDMENT TO TRANSFERRED IP LICENSE AGREEMENTTransferred Ip License Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
This FIRST AMENDMENT TO TRANSFERRED IP LICENSE AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and among Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
WAFER SUPPLY AND SERVICES AGREEMENT AMENDMENT ONE among: JAZZ SEMICONDUCTOR a Delaware limited liability company and SKYWORKS SOLUTIONS, INC. a Delaware corporationWafer Supply and Services Agreement • January 21st, 2004 • Jazz Semiconductor Inc
THIS AMENDMENT ONE TO THE SKYWORKS WAFER SUPPLY AND SERVICES AGREEMENT (the "Amendment One") is entered into as of May 2, 2003 (the "Amendment One Effective Date") by and between JAZZ SEMICONDUCTOR, a Delaware limited liability company ("Jazz" or "Company"), and SKYWORKS SOLUTIONS, INC., a Delaware corporation ("Skyworks").
SECOND AMENDED AND RESTATED CARLYLE BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS SECOND AMENDED AND RESTATED CARLYLE BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of October 15, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Original Stockholders"), RF Micro Devices, Inc., a North Carolina corporation ("RFMD" and, together with the Original Stockholders, the "Stockholders"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
GUARANTEEGuarantee • January 21st, 2004 • Jazz Semiconductor Inc
This GUARANTEE is entered into as of this 12th day of March, 2002, by and between SPECIALTYSEMI, INC. ("Company") and CONEXANT SYSTEMS, INC. ("Conexant") pursuant to that certain Contribution Agreement (the "Contribution Agreement") dated as of February 23, 2002 by and among the Company, Conexant, and Carlyle Capital Investors, L.L.C. Capitalized terms used herein shall have the meanings set forth in the Contribution Agreement.
SECOND AMENDED AND RESTATED CONEXANT BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS SECOND AMENDED AND RESTATED CONEXANT BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of October 15, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Original Stockholders"), RF Micro Devices, Inc., a North Carolina corporation ("RFMD" and, together with the Original Stockholders, the "Stockholders"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
AMENDED AND RESTATED CONEXANT REVIEW AGREEMENTConexant Review Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS AMENDED AND RESTATED CONEXANT REVIEW AGREEMENT (the "Agreement"), dated as of October 15, 2002, is entered into by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Jazz"), and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab" and, together with Jazz, the "Companies" and each a "Company").
IP LICENSE AGREEMENT between: SPECIALTYSEMI, INC., a Delaware corporation; and CONEXANT SYSTEMS, INC., a Delaware corporationIp License Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS IP LICENSE AGREEMENT (this "Agreement") is entered into as of March 12, 2002 (the "Effective Date") by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Specialtysemi, Inc., a Delaware corporation (the "Company").
CONEXANT BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS CONEXANT BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of March 12, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Stockholders"), Specialtysemi, Inc., a Delaware corporation ("Specialtysemi"), and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
CARLYLE MANAGEMENT AGREEMENTManagement Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
This Carlyle Management Agreement (the "Agreement") is entered into as of March 12, 2002, by and between Specialtysemi, Inc., a Delaware corporation (the "Company"), and TC Group, L.L.C., a Delaware limited liability company ("Carlyle").
CONEXANT REVIEW AGREEMENTConexant Review Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS CONEXANT REVIEW AGREEMENT (the "Agreement"), dated as of March 12, 2002, is entered into by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), Specialtysemi, Inc., a Delaware corporation ("Specialtysemi"), and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab" and, together with Specialtysemi, the "Companies" and each a "Company").
FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENTWafer Supply and Services Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
This FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and between Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), and Conexant Systems, Inc., a Delaware corporation ("Conexant").
AGREEMENT ON THE EXPORT/IMPORT CONTROL COMPLIANCEExport/Import Control Compliance Agreement • January 21st, 2004 • Jazz Semiconductor Inc
NEC Corporation ("NEC"), Newport Fab, LLC ("JAZZ") and Shanghai Hua Hong NEC Electronics Company, Limited ("HHNEC") hereby agree as follows:
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • January 21st, 2004 • Jazz Semiconductor Inc • California
This Agreement, is made and entered into this 16th day of December, 2003 ("Effective Date") by and between Newport Fab, LLC, a Delaware limited liability company d/b/a Jazz Semiconductor ("Jazz"), and Advance Semiconductor Manufacturing Corp. of Shanghai, a corporation formed under the laws of the Peoples Republic of China ("ASMC") (hereinafter Jazz and ASMC may each be referred to as a "party" and may be jointly referred to as "parties").
SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT by and among: JAZZ SEMICONDUCTOR, INC., a Delaware corporation; CONEXANT SYSTEMS, INC., a Delaware corporation; CARLYLE PARTNERS III, L.P., a Delaware limited partnership; CP III COINVESTMENT, L.P., a...Stockholder Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT ("Agreement"), by and among JAZZ SEMICONDUCTOR, INC., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company"), CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"), CARLYLE PARTNERS III, L.P., a Delaware limited partnership ("CP III"), CP III COINVESTMENT, L.P., a Delaware limited partnership ("CP III Coinvestment"), CARLYLE HIGH YIELD PARTNERS, L.P., a Delaware limited partnership ("Carlyle High Yield" and, together with CP III and CP III Coinvestment, "Carlyle") and RF MICRO DEVICES, INC., a North Carolina corporation ("RFMD") is entered into as of the 15th day of October, 2002.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS AGREEMENT is made and entered into this day of , 2002 by and between Specialtysemi, Inc., a Delaware corporation (the "Corporation"), and (the "Indemnitee").
NEWPORT FAB, LLC CONTRIBUTION AGREEMENT between: CONEXANT SYSTEMS, INC., a Delaware corporation and NEWPORT FAB, LLC, a Delaware limited liability company.Contribution Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS NEWPORT FAB, LLC CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of February 23, 2002, by and between: CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"); and NEWPORT FAB, LLC, a Delaware limited liability company ("the Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
MASTER JOINT TECHNOLOGY DEVELOPMENT AGREEMENTMaster Joint Technology Development Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
This Master Joint Technology Development Agreement (this "Agreement") is entered into as of October 15, 2002 (the "Effective Date") by and between Newport Fab, LLC doing business as Jazz Semiconductor, a Delaware limited liability company having an office at 4321 Jamboree Road, Newport Beach, California ("Jazz"), and RF Micro Devices, Inc., a North Carolina corporation having an office at 7628 Thorndike Road, Greensboro, North Carolina 27409 ("RFMD" and together with Jazz hereinafter jointly referred to as the "Parties" or individually as a "Party").
CARLYLE BOARD REPRESENTATION AGREEMENTBoard Representation Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS CARLYLE BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of March 12, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Stockholders"), Specialtysemi, Inc., a Delaware corporation ("Specialtysemi") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").
EMPLOYEE MATTERS AGREEMENT among: SPECIALTYSEMI, INC., a Delaware corporation; CONEXANT SYSTEMS, INC. a Delaware corporation; CARLYLE PARTNERS III, L.P., a Delaware limited partnership; CP III COINVESTMENT, L.P., a Delaware limited partnership;...Employee Matters Agreement • January 21st, 2004 • Jazz Semiconductor Inc • California
THIS EMPLOYEE MATTERS AGREEMENT ("Agreement") is being entered into as of March 12, 2002, by and among: SPECIALTYSEMI, INC., a Delaware corporation ("Company"); CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"); CARLYLE PARTNERS III, L.P., a Delaware limited partnership ("CP III"); CP III COINVESTMENT, L.P., a Delaware limited partnership ("CP III Coinvestment"); CARLYLE HIGH YIELD PARTNERS, L.P., a Delaware limited partnership ("Carlyle High Yield" and, together with CP III and CP III Coinvestment, "Carlyle") and NEWPORT FAB, L.L.C., a Delaware limited liability company ("Newport Fab LLC"). Capitalized terms used herein shall, unless otherwise defined herein, have the meanings set forth in the Contribution Agreement (as defined below).
RECAPITALIZATION AGREEMENT BY AND AMONG JAZZ SEMICONDUCTOR, INC., CARLYLE PARTNERS III, L.P., CP III COINVESTMENT, L.P., CARLYLE HIGH YIELD PARTNERS, L.P. AND CONEXANT SYSTEMS, INC. DATED AS OF JULY 30, 2002Recapitalization Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS RECAPITALIZATION AGREEMENT (the "Agreement") is entered into as of July 30, 2002 by and among JAZZ SEMICONDUCTOR, INC., a Delaware corporation (the "Company"), Carlyle Partners III, L.P., a Delaware limited partnership, CP III Coinvestment, L.P., a Delaware limited partnership, Carlyle High Yield Partners, L.P. a Delaware limited partnership (each a "Carlyle Entity" and, collectively, the "Carlyle Entities") and Conexant Systems, Inc., a Delaware corporation ("Conexant" and, together with the Carlyle Entities, the "Stockholders").
INFORMATION TECHNOLOGY SERVICE AGREEMENTInformation Technology Service Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
December 12, 2003Side Letter Agreement • January 21st, 2004 • Jazz Semiconductor Inc
This letter ("Side Letter Agreement") dated as of December 12, 2003 (the "Effective Date"), is entered into by and between Conexant Systems Inc., a Delaware corporation "Conexant") and Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Jazz Semiconductor") in connection with that certain Information Technology Service Agreement between Jazz Semiconductor and Conexant dated March 12, 2002 and that certain First Amendment to the Information Technology Service Agreement dated September 30, 2002 (the "IT Service Agreement").
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2004 • Jazz Semiconductor Inc • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of the 15th day of October, 2002, by and among JAZZ SEMICONDUCTOR, INC., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company"), CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"), and CARLYLE PARTNERS III, L.P., a Delaware limited partnership ("CP III"), CP III COINVESTMENT, L.P., a Delaware limited partnership ("CP III Coinvestment"), and CARLYLE HIGH YIELD PARTNERS, L.P., a Delaware limited partnership ("Carlyle High Yield " and, together with CP III and CP III Coinvestment, "Carlyle"), and RF MICRO DEVICES, INC., a North Carolina corporation ("RFMD").
WAFER SUPPLY AND SERVICES AGREEMENT among: JAZZ SEMICONDUCTOR a Delaware limited liability company and SKYWORKS SOLUTIONS, INC. a Delaware corporationWafer Supply and Services Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS WAFER SUPPLY AND SERVICES AGREEMENT (the "Supply Agreement") is entered into as of , 2002 (the "Skywork Effective Date") by and between JAZZ SEMICONDUCTOR a Delaware limited liability company ("Jazz" or "Company") and SKYWORKS SOLUTIONS, INC. a Delaware corporation ("Skyworks").
SECURED PROMISSORY NOTESecured Promissory Note • January 21st, 2004 • Jazz Semiconductor Inc
FOR VALUE RECEIVED, the undersigned, RF Micro Devices, Inc., a North Carolina corporation ("Borrower"), promises to pay to Jazz Semiconductor, Inc., a Delaware corporation ("Lender"), or order, the principal amount of Thirty Million dollars ($30,000,000.00), with no interest to accrue except as specifically set forth below in Section 5 hereof. All principal, together with any and all costs and expenses provided for under this Note, shall be due and payable on the earlier to occur of the following dates (the "Maturity Date"): (i) the first anniversary of the date hereof; or (ii) the date on which the indebtedness under this Note is accelerated as provided for under this Note or the Pledge Agreement (as defined below).
WAFER SUPPLY AND SERVICES AGREEMENT among: SPECIALTYSEMI, INC., a Delaware corporation; and CONEXANT SYSTEMS, INC., a Delaware corporationWafer Supply and Services Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
THIS WAFER SUPPLY AND SERVICES AGREEMENT (the "Supply Agreement") is entered into as of March 30, 2002 (the "Effective Date") by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant") and SPECIALTYSEMI, INC. a Delaware corporation ("Company").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 21st, 2004 • Jazz Semiconductor Inc • Delaware
