ACQUICOR TECHNOLOGY INC. 8% CONVERTIBLE SENIOR NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • New York
Acquicor Technology Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue to CRT Capital Group LLC and Needham & Company, LLC (the “Initial Purchasers”), pursuant to the Purchase Agreement, dated December 18, 2006 (the “Purchase Agreement”), among the Initial Purchasers and the Company, $145,000,000 aggregate principal amount (plus up to an additional $21,750,000 aggregate principal amount) of its 8% Convertible Senior Notes due 2011 (the “Securities”) upon the terms and subject to the conditions set forth in such Purchase Agreement. The Securities will be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) at the initial conversion rate of 136.426 shares of Common Stock per each $1,000 principal amount of Securities, subject to adjustment in certain circumstances. The Securities will be issued pursuant to an Indenture dated as of December 19, 2006 (the “Indenture”), among the Compan
Acquicor Technology Inc. 8% Convertible Senior Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • New York
Acquicor Technology Inc., a corporation organized under the laws of the State of Delaware (the “Company”), hereby confirms to CRT Capital Group LLC (“CRT”) and Needham & Company, LLC (“Needham” and together with CRT, the “Initial Purchasers”), its agreement to issue and sell its 8% Convertible Senior Notes due 2011 to the Initial Purchasers, as set forth below.
Limited WaiverLimited Waiver • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • California
Whereas, Acquicor Technology, Inc., a Delaware corporation (the “Company”), has entered into a Purchase Agreement (the “Purchase Agreement”) dated as of December 18, 2006 with CRT Capital Group LLC and Needham & Company, LLC (the “Initial Purchasers”) pursuant to which the Company intends to issue 8% Senior Convertible Notes Due 2011 (the “Notes”);
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 22nd, 2006 • Acquicor Technology Inc • Blank checks
This PLEDGE AND SECURITY AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) dated as of December 19, 2006 by and between Acquicor Technology, Inc., a Delaware corporation (the “Grantor”) and U.S. Bank National Association, a banking association, acting in the capacity of collateral agent for the benefit of the Secured Parties (as defined below) (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Indenture (as hereinafter defined)
ESCROW AGREEMENTEscrow Agreement • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • New York
This Escrow Agreement (as amended or modified from time to time and including any and all written instructions given to the Escrow Agent (as defined below) pursuant hereto, this “Escrow Agreement”) is made and entered into as of December 19, 2006 by and between Acquicor Technology Inc., a Delaware corporation (the “Company”), U.S. Bank National Association, a national banking association, as the trustee under the Indenture (as defined below) (the “Trustee”), U.S. Bank National Association, a banking association, acting in the capacity of collateral agent for the Holders (as defined below) (the “Collateral Agent” and, together with the Company, the “Other Parties”), U.S. Bank National Association, a national banking association, as escrow agent and the securities intermediary and bank for the Escrow Account (as defined below) (in such capacities, the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth therefore in the Indentu
