THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTSecurity Agreement • August 13th, 2010 • Jazz Technologies, Inc. • Semiconductors & related devices • California
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 21, 2010, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”) Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company”, and Operating Company together with Jazz, collectively, the “Borrowers” and each of them individually, a “Borrower”), Jazz Technologies, Inc, formerly known as Acquicor Technology Inc., a Delaware corporation (“Parent Guarantor”), the lenders party to the “Loan Agreement” as defined below (each individually, a ‘‘Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for the Lenders (in such capacity, “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2010 • Jazz Technologies, Inc. • Semiconductors & related devices • New York
This Registration Rights Agreement, dated as of July 15, 2010 (as amended, modified or otherwise supplemented from time to time, the “Agreement”), is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and the Holders (as defined below).
EXCHANGE AGREEMENTExchange Agreement • August 13th, 2010 • Jazz Technologies, Inc. • Semiconductors & related devices • New York
This Exchange Agreement (this “Agreement”), dated as of July 9, 2010, is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule A hereto (each a “Guarantor”), Tower Semiconductor Ltd., company formed under the laws of Israel (“Tower”), Zazove Associates, LLC, a Delaware limited liability company (“Zazove”), and each of the holders listed on the Schedule of Holders referred to below (each, a “Holder” and collectively, the “Participating Holders”).
