SUPPLEMENTAL INDENTURE NO. 3Supplemental Indenture • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
Supplemental Indenture No. 3 (this “Supplemental Indenture”), dated as of June 15, 2007, is by and between Einhundertsechsundneunzigste Verwaltungsgesellschaft Dammtor mbH (to be renamed Avago Technologies Fiber GmbH), a private limited liability company organized under the laws of Germany (“Guaranteeing Subsidiary”), a subsidiary of Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, and The Bank of New York, as trustee (the “Trustee”).
10 1/8% SENIOR NOTES DUE 2013Indenture • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
INDENTURE, dated as of December 1, 2005, among Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation, (each a “U.S. Issuer” and together the “U.S. Issuers” and, collectively with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.
MANAGEMENT SHAREHOLDERS AGREEMENT by and among Avago Technologies Limited, Bali Investments S.a.r.l., a Luxembourg company and «Name» Dated as of December 1, 2005Management Shareholders Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
This Management Shareholders Agreement (this “Agreement”) is entered into effective as of December 1, 2005 by and between Avago Technologies Limited, (the “Company”), Bali Investments S.a.r.l., a Luxembourg company (“Luxco”) and «Name» (the “Purchaser”) (being hereinafter collectively referred to as the “Parties”).
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN FOR EXECUTIVE EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESNon-Qualified Share Option Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant_Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”
DATED THIS 1st DAY OF DECEMBER, 2005 BETWEEN AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD. (the “Vendor”) AND AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (Company No.: 704181-P) (formerly known as Jumbo Portfolio Sdn. Bhd.) (the “Purchaser” ) SALE AND...Sale and Purchase Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD. (Company No. 12767-W) of Bayan Lepas Free Industrial Zone, 11900 Bayan Lepas, Penang (hereinafter referred to as the “Vendor”);
TENANCY AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD. (“Landlord”) AND AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (“Tenant”)Tenancy Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
THIS TENANCY AGREEMENT (“Tenancy Agreement” or “Agreement”), dated this 24th day of October, 2005, is made by and between AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD., a company organized under the laws of Malaysia and having its registered address at Suite 1005, 10th Floor, Wisma Hamzah-Kwong Hing, No. 1, Leboh Ampang, 50100 Kuala Lumpur, Malaysia (“Landlord”), and AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (formerly known as Jumbo Portfolio Sdn. Bhd.), a company organized under the laws of Malaysia and having its registered address at Level 18, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara 50490 Kuala Lumpur, Malaysia (“Tenant”) (each of Landlord and Tenant being a “Party” and collectively, the “Parties”).
PURCHASE AND SALE AGREEMENT by and among AVAGO TECHNOLOGIES PTE. LIMITED, AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION, OTHER SELLERS and PMC- SIERRA, INC. PALAU ACQUISITION CORPORATION Dated as of October 28, 2005Purchase and Sale Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • California
This Purchase and Sale Agreement is dated as of October 28, 2005 (the “Agreement”), by and among Avago Technologies Pte. Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies Storage Holding (Labuan) Corporation, a company organized under the laws of Labuan (“Seller”), each Subsidiary or Affiliate of Seller entity that is transferring assets and will execute a joinder to this Agreement prior to the Closing (collectively, the “Other Sellers”), PMC-Sierra, Inc., a Delaware corporation (“Purchaser Parent”), and Palau Acquisition Corporation, a Delaware corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
SUPPLEMENTAL AGREEMENT TO TENANCY AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD. (“LANDLORD”) AND AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (“TENANT”)Supplemental Agreement to Tenancy Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE EQUITY INCENTIVE PLAN FOR EXECUTIVE EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESNon-Qualified Share Option Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of December 1, 2005 by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • California
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”), is dated as of December 29, 2006 (the “Amendment Effective Date”) between Agilent Technologies, Inc., a Delaware corporation, and Avago Technologies Limited (f/k/a Argos Acquisition Pte. Ltd.), a company organized under the laws of Singapore (each, a “Party” and collectively, the “Parties”).
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • Delaware
This Amendment No. 1 to Purchase and Sale Agreement (this “Amendment”) is dated as of April 11, 2006, by and among Avago Technologies Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies Imaging Holding (Labuan) Corporation, a company organized under the laws of Labuan (“Seller”), Marvell Technology Group Ltd., a Bermuda corporation (“Purchaser Parent”), and Marvell International Technology Ltd., a Bermuda corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
CREDIT AGREEMENT Dated as of December 1, 2005 among AVAGO TECHNOLOGIES FINANCE PTE. LTD., AVAGO TECHNOLOGIES FINANCE S.À.R.L., AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.), AVAGO TECHNOLOGIES WIRELESS (U.S.A.)...Credit Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
CREDIT AGREEMENT dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED., a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“U.S. Opco” and together with U.S. Wireless, collectively, the “U.S. Borrowers”
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
Supplemental Indenture No. 4 (this “Supplemental Indenture”), dated as of December 13, 2007, among Avago Technologies General Hungary Vagyonkezelö Kft, a limited liability company organized under the laws of Hungary, and Avago Technologies Wireless Hungary Vagyonkezelö Kft, a limited liability company organized under the laws of Hungary (together, the “Guaranteeing Subsidiaries” and, each, a “Guaranteeing Subsidiary”), each a subsidiary of Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, and The Bank of New York, as trustee (the “Trustee”).
NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN FOR SENIOR MANAGEMENT EMPLOYEES OF AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIESNon-Qualified Share Option Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
This Non-Qualified Share Option Agreement (this “Agreement”), is entered into as of «Grant_Date» by and between Avago Technologies Limited, a company organized under the laws of Singapore, hereinafter referred to as the “Company,” and «Name», a non-employee member of the Board of Directors of the Company, hereinafter referred to as “Optionee.”
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
Reference is made to the CREDIT AGREEMENT, dated as of December 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S. Wireless
Lease Agreement (Building 90) by and between Agilent Technologies, Inc., a Delaware corporation (“Landlord”) and Avago Technologies U.S. Inc. a Delaware corporation (“Tenant”)Lease Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • California
THIS LEASE AGREEMENT, dated December 1, 2005, for reference purposes only, is made by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation (“Landlord”), and AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENT (BUILDING 90) AND SERVICE LEVEL AGREEMENTLease Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE AGREEMENT (BUILDING 90) AND SERVICE LEVEL AGREEMENT (this “Amendment”) is entered into this 10th day of January, 2007 by and between AVAGO TECHNOLOGIES U.S. INC., a Delaware corporation (“Avago”), and LUMILEDS LIGHTING B.V., a Netherlands corporation (“Lumileds”).
AMENDMENT NO. 2, CONSENT AND WAIVER UNDER CREDIT AGREEMENTCredit Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
AMENDMENT NO. 2, CONSENT AND WAIVER (this “Amendment No. 2, Consent and Waiver”), dated as of April 16, 2006, to and under the Credit Agreement (the “Credit Agreement”) dated as of December 1, 2005, among AVAGO TECHNOLOGIES FINANCE PTE. LTD., a company incorporated under the Singapore Companies Act (the “Company” or the “Singaporean Borrower”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES HOLDING PTE. LTD., a company incorporated under the Singapore Companies Act (“Holdings”), a wholly-owned Subsidiary of AVAGO TECHNOLOGIES LIMITED, a company incorporated under the Singapore Companies Act (“Parent”), AVAGO TECHNOLOGIES FINANCE S.À.R.L., a Grand Duchy of Luxembourg limited liability company (the “Lux Borrower”), AVAGO TECHNOLOGIES (MALAYSIA) SDN. BHD. (f/k/a Jumbo Portfolio Sdn. Bhd.) (Company No. 704181-P), a company incorporated in Malaysia under the Companies Act 1965 (the “Malaysian Borrower”), AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., a Delaware corporation (“U.S.
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
Supplemental Indenture No. 4 (this “Supplemental Indenture”), dated as of December 13, 2007, among Avago Technologies General Hungary Vagyonkezelö Kft, a limited liability company organized under the laws of Hungary, and Avago Technologies Wireless Hungary Vagyonkezelö Kft, a limited liability company organized under the laws of Hungary (together, the “Guaranteeing Subsidiaries” and, each, a “Guaranteeing Subsidiary”), each a subsidiary of Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, and The Bank of New York, as trustee (the “Trustee”).
YISHUN AVENUE EXECUTION VERSION SUBLEASE AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES SINGAPORE PTE LTD (“LANDLORD”) AND AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. (“TENANT”)Sublease Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
THIS SUBLEASE AGREEMENT (this “Sublease Agreement” or “Agreement”), dated this 1st day of December, 2005, is made by and between AGILENT TECHNOLOGIES SINGAPORE PTE LTD, a company organized under the laws of Singapore and having its registered address at No. 1 Yishun Avenue 7, Singapore 768923 (“Landlord”), and AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., a company organized under the laws of Singapore and having its registered address at 8 Cross Street, #11-00 PWC Building, Singapore 048424 (“Tenant”) (each of Landlord and Tenant being a “Party” and collectively, the “Parties”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices • New York
SUBDIVISION AND USE AGREEMENTSubdivision and Use Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
THIS SUBDIVISION AND USE AGREEMENT (“Agreement”) dated as of December 1, 2005 (the “Effective Date”), is entered into by and between AGILENT TECHNOLOGIES (MALAYSIA) SDN. BHD., a company organized under the laws of Malaysia and having its registered address at Suite 1005, 10th Floor, Wisma Hamzah-Kwong Hing, No. 1, Leboh Ampang, 50100 Kuala Lumpur, Malaysia (“Agilent”), and AVAGO TECHNOLOGIES (MALAYSIA) Sdn. Bhd. (formerly known as Jumbo Portfolio Sdn. Bhd.), a company organized under the laws of Malaysia and having its registered address at Level 18, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur, Malaysia (“Avago”). Agilent and Avago are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
COLLECTIVE AGREEMENT BETWEEN AVAGO TECHNOLOGIES PTE. LIMITED (COMPANY REGISTRATION NUMBER 200510713C) AND ITS SINGAPORE SUBSIDIARIES AND UNITED WORKERS OF ELECTRONIC & ELECTRICAL INDUSTRIES 1st JULY 2007 - 30th JUNE 2010Collective Agreement • October 1st, 2008 • Avago Technologies LTD • Semiconductors & related devices
THIS COLLECTIVE AGREEMENT is made pursuant to the provisions of the Industrial Relations Act this 2nd day of November 2007 between the AVAGO TECHNOLOGIES PTE LIMITED (COMPANY REGISTRATION NUMBER 200510713C) AND ITS SINGAPORE SUBSIDIARIES, a company incorporated in the Republic of Singapore and having its place of business at No. 1 Yishun Avenue 7, Singapore 768923 (hereinafter referred to as the “Company”) of the one part and the UNITED WORKERS OF ELECTRONIC & ELECTRICAL INDUSTRIES of 252 Tembeling Road, #03-07 Tembeling Centre, Singapore 423731, a trade union of employees registered pursuant to the Trade Unions Act (hereinafter referred to as the “Union”) of the other part.
