FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENTAssignment and Acceptance Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment Agreement”) is entered into as of , 20 between (“Assignor”) and (“Assignee”). Reference is made to that certain Second Amended and Restated Loan and Security Agreement described in Item 2 of Annex I annexed hereto (the “Second Amended and Restated Loan and Security Agreement”). Capitalized terms used herein and in Annex I and not otherwise defined shall have the meanings ascribed to them in the Second Amended and Restated Loan and Security Agreement.
Second Amended and Restated Intercompany Subordination AgreementIntercompany Subordination Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This Second Amended and Restated Intercompany Subordination Agreement (this “Second Amended and Restated Subordination Agreement”), dated as of April 30, 2007, is made among the Obligors (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Agent (in such capacity, “Agent”) for the Lenders (as defined below).
FORM OF AMENDED AND RESTATED GUARANTYGuaranty • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
Wells Fargo Foothill, Inc., as arranger and administrative agent (in such capacity, “Original Agent”) for certain lenders (“Original Lenders”), Original Lenders and Borrowers have previously entered into that certain Amended and Restated Loan and Security Agreement, dated as of March 28, 2005 (as amended, amended and restated, supplemented, and/or otherwise modified from time to time, the “Original Loan Agreement”), by and among Borrowers, Original Agent, Original Lenders, and the other Obligors identified on the signature pages thereto pursuant to which, among other things, Original Lenders have provided certain credit and other financial accommodations to Borrowers. The obligations arising under the Original Loan Agreement were guaranteed by [ ], a [ ] organized under the laws of [ ] (“Guarantor”), pursuant to the terms of that certain Guaranty, dated as of March 28, 2005 (as amended, amended and restated, supplemented, and/or otherwise modified from time to time, the “Original Guara
Exhibit P-1Collateral Assignment of Patents (Security Agreement) • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This Collateral Assignment of Patents (Security Agreement) (this “Amendment”) is entered into as of [Date], by and between [Name of Pledgor], a [Type of Entity] with an office at [Address of Chief Executive Office] (the “Pledgor”), and Wells Fargo Bank, National Association. a national banking association with an office at 121 Park Center Plaza, 3rd Floor, San Jose, California 95113 (the “Pledgee”), in its capacity as Agent for the Lenders (as defined below).
FORM OF AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This Amended and Restated Stock Pledge Agreement (this “Amended and Restated Pledge Agreement”), dated as of April [ ], 2007, is entered into by and between [ ], a [ ] incorporated under the laws of [ ] (ÒPledgorÓ), and Wells Fargo Bank, National Association, a national banking association (ÒPledgeeÓ), in its capacity as Agent for the Lenders (as defined below), in light of the following facts:
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of April 30, 2007 by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the arranger, administrative agent and security trustee for the Lenders (“Agent”), and, on the other hand, SMART MODULAR TECHNOLOGIES, INC., a California corporation, as successor by merger to Modular Merger Corporation, a California corporation (“US Borrower”), SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, a company incorporated under the laws of England and Wales (“UK Borrower”), SMART MODULAR TECHNOLOGIES (PUERTO RICO) INC., an exempted company organized under the laws of the Cayman Islands (“PR Borrower”, and together with US Borrower and
