exv4w6






Exhibit 4.6



EXECUTION VERSION




MagnaChip Semiconductor S.A.




MagnaChip Semiconductor Finance Company



10.500% Senior Notes due 2018



unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by



MagnaChip Semiconductor LLC and the other Guarantors named herein




 




Exchange and Registration Rights Agreement



April 9, 2010




Goldman, Sachs & Co.

Barclays Capital Inc.

Deutsche Bank Securities Inc.

Morgan Stanley & Co. Incorporated




     As representatives of the several Purchasers




     named in Schedule I to the Purchase




     Agreement (as defined herein)




c/o Goldman, Sachs & Co.

555 California Street, 45th Floor

San Francisco, CA 94104



Ladies and Gentlemen:




          MagnaChip Semiconductor S.A., a public company limited by shares (société anonyme) organized
under the laws of the Grand Duchy of Luxembourg, duly registered with the Luxembourg Registre
Commerce et des Sociétés under number B 97483, with its registered address at 74, rue de Merl,
L-2146 Luxembourg (“Luxco”), and its wholly owned subsidiary, MagnaChip Semiconductor Finance
Company, a Delaware corporation (“Finco,” and together with Luxco, the “Issuers”), propose to issue
and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement
(as defined herein) $250,000,000 in aggregate principal amount of the Issuers’ 10.500% Senior Notes
due 2018, which are unconditionally guaranteed by MagnaChip Semiconductor LLC, a Delaware limited
liability company (“Parent”), and each of the other guarantors party to this Agreement
(collectively, including Parent, the “Guarantors”). As an inducement to the Purchasers to enter
into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Issuers and the Guarantors agree with the Purchasers for the benefit of holders (as
defined herein) from time to time of the Registrable Securities (as defined herein) as follows:




          1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this
“Agreement”), the following terms shall have the following respective meanings:





     “Base Interest” shall mean the interest that would otherwise accrue on the Securities under
the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.




     The term “broker-dealer” shall mean any broker or dealer registered with the Commission
under the Exchange Act.








 









 












     “Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the
Commission under the Exchange Act, as the same may be amended or succeeded from time to time.




     “Closing Date” shall mean the date on which the Securities are initially issued.




     “Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is
the relevant statute for the particular purpose.




     “EDGAR System” means the EDGAR filing system of the Commission and the rules and
regulations pertaining thereto promulgated by the Commission in Regulation S-T under the
Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from
time to time (and without regard to format).




     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date
as of which the Commission declares the Exchange Registration Statement effective or as of which
the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration,
shall mean the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.




     “Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(d)(ii)
or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.




     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a).




     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c).




     “Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a).




     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a).




     “Filing Deadline” shall mean the earlier of (a) 120 days after the Closing Date or (b) 30
days after the closing of the MagnaChip IPO; provided, however, that the Filing Deadline shall
not be earlier than 90 days after the Closing Date.




     “Guarantors” shall have the meaning assigned thereto in the Indenture.




     The term “holder” shall mean each of the Purchasers and other persons who acquire
Securities from time to time (including any successors or assigns), in each case for so long as
such person owns any Securities.




     “Indenture” shall mean the trust indenture, dated as of April 9, 2010, between the Issuers,
the Guarantors and Wilmington Trust FSB, as trustee, as the same may be amended from time to
time.



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     “MagnaChip IPO” shall the first public sale of common equity securities of MagnaChip
Semiconductor, LLC (or any successor corporation) that is registered under the Securities Act
that is consummated after the Closing Date.




     “Notice and Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.




     The term “person” shall mean a corporation, limited liability company, association,
partnership, organization, business, individual, government or political subdivision thereof or
governmental agency.




     “Purchase Agreement” shall mean the Purchase Agreement, dated as of April 6, 2010, between
you, as representatives of the Purchasers, the Issuers and the Guarantors relating to the
Securities.




     “Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.




     “Registrable Securities” shall mean the Securities; provided, however, that a Security
shall cease to be a Registrable Security upon the earliest to occur of the following: (i) in the
circumstances contemplated by Section 2(a), the date on which the Security has been exchanged
for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) (provided that any
Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a
prospectus for use in connection with resales by broker-dealers shall be deemed to be a
Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable
Security has been effected within the Resale Period); (ii) in the circumstances contemplated by
Section 2(b), a Shelf Registration Statement registering such Security under the Securities Act
has been declared or becomes effective and such Security has been sold or otherwise transferred
by the holder thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) subject to Section 8(b), such Security is actually sold by the
holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Issuers or pursuant to the Indenture; or (iv) such Security shall
cease to be outstanding. For the absence of doubt, Securities that have been resold pursuant to
a private transaction shall remain Registrable Securities while outstanding until publicly
resold in a transaction described in (i) through (iii).




     “Registration Default” shall have the meaning assigned thereto in Section 2(c).




     “Registration Default Period” shall have the meaning assigned thereto in Section 2(c).




     “Registration Expenses” shall have the meaning assigned thereto in Section 4.




     “Resale Period” shall have the meaning assigned thereto in Section 2(a).




     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Issuers within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course
of such holder’s business, (iii) a holder who has arrangements or understandings with any person
to participate in the Exchange Offer for the purpose of distributing Exchange Securities and
(iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by
such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired
by the broker-dealer directly from the Issuers.



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     “Rule 144,” “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean, in
each case, such rule promulgated by the Commission under the Securities Act (or any successor
provision), as the same may be amended or succeeded from time to time.




     “Securities” shall mean, collectively, the $250,000,000 in aggregate principal amount of
the Issuers’ 10.500% Senior Notes due 2018 to be issued and sold to the Purchasers, and
securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each
Security is entitled to the benefit of the guarantees provided by the Guarantors in the
Indenture (the “Guarantees”) and, unless the context otherwise requires, any reference herein to
a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to
the related Guarantees.




     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded
from time to time.




     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b).




     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).




     “Special Interest” shall have the meaning assigned thereto in Section 2(c).




     “Suspension Period” shall have the meaning assigned thereto in Section 2(b).




     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.




     “Trustee” shall mean Wilmington Trust FSB, as trustee under the Indenture, together with
any successors thereto in such capacity.



                Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.





     2. Registration Under the Securities Act.




     (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file
under the Securities Act, on or prior to the Filing Deadline, a registration statement relating
to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and
such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal
amount of debt securities issued by the Issuers and guaranteed by the Guarantors, which debt
securities and guarantees are substantially identical to the Securities and the related
Guarantees, respectively (and are entitled to the benefits of the Indenture), except that they
have been registered pursuant to an effective registration statement under the Securities Act
and do not contain provisions for Special Interest contemplated in Section 2(c) below (such new
debt securities hereinafter called “Exchange Securities”). The Issuers and the Guarantors agree
to use all commercially reasonable efforts to cause the Exchange Registration Statement to
become effective under the Securities Act on or prior to 90 days after the Filing Deadline. The
Exchange Offer will be registered under the Securities Act on the appropriate form and will
comply with all applicable tender offer rules and regulations under the Exchange Act. Unless
the Exchange



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Offer would not be permitted by applicable law or Commission policy, the Issuers further
agree to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly
(but no later than 10 Business Days) following the Effective Time of such Exchange Registration
Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with
Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange
Securities for all Registrable Securities that have been properly tendered and not withdrawn
promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to
have been “completed” only upon the Issuers having exchanged, pursuant to the Exchange Offer,
Exchange Securities for all Registrable Securities that have been properly tendered and not
withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least
20 and not more than 30 Business Days following the commencement of the Exchange Offer. The
Issuers and the Guarantors agree (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer
and (y) to keep such Exchange Registration Statement effective for a period (the “Resale
Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending
upon the earlier of the expiration of the 180th day after the Exchange Offer has been
completed or such time as such broker-dealers no longer own any Registrable Securities. With
respect to such Exchange Registration Statement, such holders shall have the benefit of the
rights and obligations of indemnification and contribution set forth in Section 6.




     (b) If (i) on or prior to the time the Exchange Offer is completed existing law or
Commission interpretations are changed such that the debt securities or the related guarantees
received by holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Effective Time of the Exchange Registration
Statement is not within 90 days after the Filing Deadline and the Exchange Offer has not been
completed within 30 Business Days of such Effective Time or (iii) any holder of Registrable
Securities notifies the Issuers prior to the 20th Business Day following the
completion of the Exchange Offer that: (A) it is prohibited by law or Commission policy from
participating in the Exchange Offer (including but not limited to its status as a Restricted
Holder), (B) it may not resell the Exchange Securities to the public without delivering a
prospectus and the prospectus supplement contained in the Exchange Registration Statement is not
appropriate or available for such resales or (C) it is a broker-dealer and owns Securities
acquired directly from the Issuers or an affiliate of the Issuers, then the Issuers and the
Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the
Exchange Offer contemplated by Section 2(a), file under the Securities Act no later than 30 days
after the time such obligation to file arises (but there shall be no obligation of the Issuers
and the Guarantors to file earlier than the Filing Deadline), a “shelf” registration statement
providing for the registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such filing, the “Shelf Registration” and such registration
statement, the “Shelf Registration Statement”) to cover resales of Securities by Electing
Holders. The Issuers and the Guarantors agree to use all commercially reasonable efforts to
cause the Shelf Registration Statement to become or be declared effective no later than 90 days
after such Shelf Registration Statement filing obligation arises (but there shall be no
obligation of the Issuers and the Guarantors to cause the Shelf Registration Statement to
become or be declared effective earlier than 210 days after the Closing Date); provided, that if
at any time either Issuer is or becomes a “well-known seasoned issuer” (as defined in Rule 405)
and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405),
then the Issuers and the Guarantors shall file the Shelf Registration Statement in the form of
an automatic shelf registration statement



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as provided in Rule 405. The Issuers and the Guarantors agree to use all commercially
reasonable efforts to keep such Shelf Registration Statement continuously effective for a period
ending on the earlier of the second anniversary of the Effective Time or such time as there are
no longer any Registrable Securities outstanding. No holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement or to use the prospectus forming a
part thereof for resales of Registrable Securities unless such holder is an Electing Holder.
The Issuers and the Guarantors agree, after the Effective Time of the Shelf Registration
Statement and promptly upon the request of any holder of Registrable Securities that is not then
an Electing Holder or upon the request of any Electing Holder that was not eligible to sell
Registrable Securities under the Shelf Registration Statement at the time of its delivery of a
Notice and Questionnaire but is subsequently eligible to sell under the Shelf Registration
Statement, to use all commercially reasonable efforts to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities, including, without
limitation, any action necessary to identify such holder as a selling securityholder in the
Shelf Registration Statement (whether by post-effective amendment thereto or by filing a
prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder)
or filing a post-effective amendment on a different form that would allow such holder to sell
such Registrable Securities, provided, however, that nothing in this sentence shall relieve any
such holder of the obligation to return a completed and signed Notice and Questionnaire to the
Issuers in accordance with Section 3(d)(iii) and provided further, that no holder shall have any
right to require inclusion of Registrable Securities held by such holder until such holder has
returned a completed and signed Notice and Questionnaire. In the event that such amendment or
supplement to the Shelf Registration Statement does not enable such holder of Registrable
Securities to sell its Registrable Securities under such Shelf Registration Statement (an
“Ineligible Electing Holder”), then the Issuers and Guarantors agree that they shall use all
commercially reasonable efforts to file one additional Shelf Registration Statement (the
“Additional Shelf Registration Statement”), when necessary to enable such Ineligible Electing
Holder to sell such Registrable Securities, no later than 30 days after receipt of a written
request from such Ineligible Electing Holder, and shall use all commercially reasonable efforts
to cause such Shelf Registration Statement to become or be declared effective as promptly as
reasonably practicable after filing. If such written notice is not received by the Issuers and
the Guarantors prior to the second anniversary of the Effective Date of the initial Shelf
Registration Statement, the Issuers and Guarantors shall have no obligation to file the
Additional Shelf Registration Statement. The Issuers and the Guarantors agree to use all
commercially reasonable efforts to keep such Additional Shelf Registration Statement
continuously effective for a period ending on the earlier of the second anniversary of the
Effective Time of such Additional Shelf Registration statement or such time as there are no
longer any Registrable Securities of such Ineligible Electing Holder outstanding. The Issuers
and the Guarantors agree, after the Effective Time of the Additional Shelf Registration
Statement and promptly upon the request of any other Ineligible Electing Holder that is not then
named as a selling securityholder in the Additional Registration Statement, to use all
commercially reasonable efforts to enable such Ineligible Electing Holder to use the prospectus
forming a part thereof for resales of Registrable Securities, including, without limitation, any
action necessary to identify such Ineligible Electing Holder as a selling securityholder in the
Additional Shelf Registration Statement (whether by post-effective amendment thereto or by
filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such
holder).




Notwithstanding anything to the contrary in this Section 2(b), upon notice to the Electing
Holders or the Ineligible Electing Holders, as applicable, the Issuers may suspend the use or
the effectiveness of such Shelf Registration Statement or the Additional Shelf Registration
Statement, or extend the time period in which it is required to file the Shelf Registration



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Statement or the Additional Shelf Registration Statement, for up to 30 consecutive days and up
to 60 days in the aggregate, in each case in any 12-month period (a “Suspension Period”) if the
Board of Directors of Parent determines that there is a valid business purpose for suspension of
the Shelf Registration Statement or the Additional Shelf Registration Statement; provided that
the Issuers shall promptly notify the Electing Holders when the Shelf Registration Statement may
once again be used or is effective and shall promptly notify the Ineligible Electing Holders
when the Additional Shelf Registration Statement may once again be used or is effective. The
Electing Holders agree not to offer or sell any Registrable Securities pursuant to the Shelf
Registration Statement during the Suspension Period and the Ineligible Electing Holders agree
not to offer or sell any Registrable Securities pursuant to the Additional Shelf Registration
Statement during the Suspension Period. If 100% of the Electing Holders or Ineligible Electing
Holders named or to be named in any Shelf Registration Statement or Additional Shelf
Registration statement, as applicable, agree with the Guarantors and the Issuers, the Guarantors
and the Issuers may delay the filing of such Shelf Registration Statement or the Additional
Shelf Registration Statement, as applicable, without negatively affecting the rights of the
Electing Holders and Ineligible Electing Holders hereunder, and any such agreed upon delay shall
be deemed to extend the period for filing such Shelf Registration Statement or Additional Shelf
Registration Statement, as applicable, for purposes of Section 2(c) below.




     (c) In the event that (i) the Issuers and the Guarantors have not filed the Exchange
Registration Statement or any Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or Section 2(b) (except
as specifically permitted herein during any applicable Suspension Period in accordance with
Section 2(b)), respectively, or (ii) such Exchange Registration Statement or Shelf Registration
Statement has not become effective or been declared effective by the Commission on or before the
date on which such registration statement is required to become or be declared effective
pursuant to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange Offer has not been
consummated within 30 Business Days after the commencement of the related Exchange Offer (if the
Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf
Registration Statement required by Section 2(a) or Section 2(b) is filed and declared effective
but shall thereafter either be withdrawn or otherwise made unavailable for use by the Issuers or
shall become subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement (except as
specifically permitted herein with respect to any Shelf Registration Statement during any
applicable Suspension Period in accordance with Section 2(b)) without being succeeded
immediately by an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a “Registration Default” and each period during
which a Registration Default has occurred and is continuing, a “Registration Default Period”),
then, as liquidated damages for such Registration Default, subject to the provisions of
Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall
accrue on all Registrable Securities then outstanding at a per annum rate of 0.25% for the first
90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days
of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the
Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion
of the Registration Default Period. Special Interest shall accrue and be payable only with
respect to a single Registration Default at any given time, notwithstanding the fact that
multiple Registration Defaults may exist at such time.




     (d) Each of the Issuers shall take, and shall cause each of the Guarantors to take, all
actions necessary or advisable to be taken by it to ensure that the transactions



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contemplated herein are effected as so contemplated, including all actions necessary or
desirable to register the Guarantees under any Exchange Registration Statement or Shelf
Registration Statement.




     (e) Any reference herein to a registration statement or prospectus as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated, therein by reference
as of such time; and any reference herein to any post-effective amendment to a registration
statement or to any prospectus supplement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such time.




     3. Registration Procedures.



               If the Issuers and the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:




     (a) At or before the Effective Time of the Exchange Registration or any Shelf Registration,
whichever may occur first, the Issuers shall qualify the Indenture under the Trust Indenture
Act.




     (b) In the event that such qualification would require the appointment of a new trustee
under the Indenture, the Issuers shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.




     (c) In connection with the Issuers’ and the Guarantors’ obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Issuers and the Guarantors shall:




     (i) prepare and file with the Commission, no later than the Filing Deadline, an
Exchange Registration Statement on any form which may be utilized by the Issuers and the
Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities
by broker-dealers during the Resale Period to be effected as contemplated by
Section 2(a), and use all commercially reasonable efforts to cause such Exchange
Registration Statement to become effective no later than 90 days after the Filing
Deadline;




     (ii) as soon as practicable prepare and file with the Commission such amendments
and supplements to such Exchange Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such Exchange
Registration Statement for the periods and purposes contemplated in Section 2(a) and as
may be required by the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration Statement, and
promptly provide each broker-dealer holding Exchange Securities with such number of
copies of the prospectus included therein (as then amended or supplemented), in
conformity in all material respects with the requirements of the Securities Act and the
Trust Indenture Act, as such broker-dealer reasonably may request prior to the
expiration of the Resale Period, for use in connection with resales of Exchange
Securities;




     (iii) promptly notify each broker-dealer that has requested or received from the
Issuers copies of the prospectus included in such Exchange Registration Statement, and
confirm such advice in writing, (A) when such Exchange Registration Statement or the
prospectus included therein or any prospectus amendment or supplement or



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post-effective amendment has been filed, and, with respect to such Exchange
Registration Statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the blue sky or securities
commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Exchange Registration Statement or
prospectus or for additional information, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of such Exchange Registration Statement or the
initiation or threatening of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Issuers contemplated by Section 5 cease to be true
and correct in all material respects, (E) of the receipt by the Issuers of any
notification with respect to the suspension of the qualification of the Exchange
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (F) the occurrence of any event that causes either of the
Issuers to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time
during the Resale Period when a prospectus is required to be delivered under the
Securities Act, that such Exchange Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust Indenture
Act or contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;




     (iv) in the event that the Issuers and the Guarantors would be required, pursuant
to Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange Securities
(except as otherwise permitted during any Suspension Period), promptly prepare and
furnish to each such holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such Exchange Securities
during the Resale Period, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and shall not
contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing;




     (v) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Registration Statement or any
post-effective amendment thereto at the earliest practicable date;




     (vi) use all commercially reasonable efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of such jurisdictions as
are contemplated by Section 2(a) no later than the commencement of the Exchange Offer,
to the extent required by such laws, (B) subject to any Suspension Period, keep such
registrations or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until the
expiration of the Resale Period, (C) take any and all other actions as may be reasonably
necessary or advisable to enable each broker-dealer holding Exchange Securities to
consummate the disposition thereof in such jurisdictions and (D) obtain the consent or
approval of each governmental agency or authority, whether federal, state or local,
which may be required to effect the Exchange Registration, the Exchange Offer and the
offering and sale of Exchange Securities by broker-dealers during the Resale Period;
provided, however, that



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neither the Issuers nor the Guarantors shall be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise
be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to
general service of process in any such jurisdiction or become subject to taxation in any
such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws
or other governing documents or any agreement between it and its stockholders;




     (vii) obtain a CUSIP number for all Exchange Securities, not later than the
applicable Effective Time; and




     (viii) comply in all material respects with all applicable rules and regulations of
the Commission, and make generally available to its securityholders no later than
eighteen months after the Effective Time of such Exchange Registration Statement, an
“earning statement” of Parent and its subsidiaries complying with Section 11(a) of the
Securities Act (including, at the option of the Issuers, Rule 158 thereunder).




     (d) In connection with the Issuers’ and the Guarantors’ obligations with respect to the
Shelf Registration, if applicable, the Issuers and the Guarantors shall:




     (i) use all commercially reasonable efforts to prepare and file with the
Commission, within the time periods specified in Section 2(b), a Shelf Registration
Statement on any form which may be utilized by the Issuers and which shall register all
of the Registrable Securities for resale by the holders thereof in accordance with such
method or methods of disposition as may be specified by the holders of Registrable
Securities as, from time to time, may be Electing Holders and use all commercially
reasonable efforts to cause such Shelf Registration Statement to become effective within
the time periods specified in Section 2(b);




     (ii) mail the Notice and Questionnaire to persons identified to the Issuers as
holders of Registrable Securities (A) not less than 20 days prior to the anticipated
Effective Time of the Shelf Registration Statement or (B) in the case of an “automatic
shelf registration statement” (as defined in Rule 405), mail the Notice and
Questionnaire to the holders of Registrable Securities not later than the Effective Time
of such Shelf Registration Statement, and in any such case no holder shall be entitled
to be named as a selling securityholder in the Shelf Registration Statement, and no
holder shall be entitled to use the prospectus forming a part thereof for resales of
Registrable Securities at any time, unless and until such holder has returned a
completed and signed Notice and Questionnaire to the Issuers;




     (iii) after the Effective Time of the Shelf Registration Statement, upon the
request of any holder of Registrable Securities that is not then an Electing Holder,
promptly send a Notice and Questionnaire to such holder; provided that the Issuers shall
not be required to take any action to name such holder as a selling securityholder in
the Shelf Registration Statement or to enable such holder to use the prospectus forming
a part thereof for resales of Registrable Securities until such holder has returned a
completed and signed Notice and Questionnaire to the Issuers;




     (iv) as soon as practicable prepare and file with the Commission such amendments
and supplements to such Shelf Registration Statement and the prospectus included therein
as may be necessary to effect and maintain the effectiveness of such Shelf Registration
Statement for the period specified in



10









 







Section 2(b) and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf Registration
Statement, and furnish to the Electing Holders copies of any such supplement or
amendment as soon as reasonably practicable following its filing with the Commission to
the extent such documents are not publicly available on the Commission’s EDGAR System;




     (v) comply in all material respects with the provisions of the Securities Act with
respect to the disposition of all of the Registrable Securities covered by such Shelf
Registration Statement in accordance with the intended methods of disposition by the
Electing Holders provided for in such Shelf Registration Statement;




     (vi) provide the Electing Holders and not more than one counsel for all the
Electing Holders the opportunity to participate in the preparation of such Shelf
Registration Statement, each prospectus included therein or filed with the Commission
and each amendment or supplement thereto;




     (vii) for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make available at
reasonable times at the Issuers’ principal place of business within the United States or
such other reasonable place within the United States for inspection by the persons
referred to in Section 3(d)(vi) who shall certify to the Issuers that they have a
current intention to sell the Registrable Securities pursuant to the Shelf Registration
such financial and other information and books and records of the Issuers, and cause the
officers, employees, counsel and independent certified public accountants of the Issuers
to respond to such inquiries, as shall be reasonably necessary (and in the case of
counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief),
in the judgment of the respective counsel referred to in Section 3(d)(vi), to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, that the foregoing inspection and information gathering on behalf of
the Electing Holders shall be conducted by one counsel designated by the holders of at
least a majority in aggregate principal amount of the Registrable Securities held by the
Electing Holders at the time outstanding and provided further that each such party shall
be required to maintain in confidence and not to disclose to any other person any
information or records reasonably designated by the Issuers as being confidential, until
such time as (A) such information becomes a matter of public record (whether by virtue
of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person
shall be required so to disclose such information pursuant to a subpoena or order of any
court or other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given the
Issuers prompt prior written notice of such requirement), or (C) such information is
required to be set forth in such Shelf Registration Statement or the prospectus included
therein or in an amendment to such Shelf Registration Statement or an amendment or
supplement to such prospectus in order that such Shelf Registration Statement,
prospectus, amendment or supplement, as the case may be, complies with applicable
requirements of the federal securities laws and the rules and regulations of the
Commission and does not contain an untrue statement of a material fact or omit to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;



11









 







     (viii) promptly notify each of the Electing Holders and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included therein
or any prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission and by the
blue sky or securities commissioner or regulator of any state with respect thereto or
any request by the Commission for amendments or supplements to such Shelf Registration
Statement or prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such Shelf Registration
Statement or the initiation or threatening of any proceedings for that purpose, (D) if
at any time the representations and warranties of the Issuers set forth in Section 5
cease to be true and correct in all material respects, (E) of the receipt by the Issuers
of any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, (F) the occurrence of any event that causes either of
the Issuers to become an “ineligible issuer” as defined in Rule 405, or (G) if at any
time when a prospectus is required to be delivered under the Securities Act, that such
Shelf Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act or contains an untrue
statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the
circumstances then existing;




     (ix) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or any post-effective
amendment thereto at the earliest practicable date;




     (x) if requested by any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the applicable
rules and regulations of the Commission and as such Electing Holder reasonably specifies
should be included therein relating to the terms of the sale of such Registrable
Securities, including information with respect to the principal amount of Registrable
Securities being sold by such Electing Holder, the name and description of such Electing
Holder, the offering price of such Registrable Securities and any discount, commission
or other compensation payable in respect thereof and with respect to any other material
terms of the offering of the Registrable Securities to be sold by such Electing Holder;
and make all required filings of such prospectus supplement or post-effective amendment
as promptly as reasonably practicable after notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment;




     (xi) furnish to each Electing Holder and the counsel referred to in
Section 3(d)(vi) an executed copy (or a conformed copy) of such Shelf Registration
Statement, each such amendment and supplement thereto (in each case including all
exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon
request) and documents incorporated by reference therein) and such number of copies of
such Shelf Registration Statement (excluding exhibits thereto and documents incorporated
by reference therein unless specifically so requested by such Electing Holder) and of
the prospectus included in such Shelf Registration Statement (including each preliminary
prospectus and any summary prospectus), in



12









 







conformity in all material respects with the applicable requirements of the
Securities Act and the Trust Indenture Act to the extent such documents are not
available through the Commission’s EDGAR System (or any successor system), and such
other documents, as such Electing Holder may reasonably request in order to facilitate
the offering and disposition of the Registrable Securities owned by such Electing Holder
and to permit such Electing Holder to satisfy the prospectus delivery requirements of
the Securities Act; and subject to Section 3(e), the Issuers hereby consent to the use
of such prospectus (including such preliminary and summary prospectus) and any amendment
or supplement thereto by each such Electing Holder (subject to any applicable Suspension
Period), in each case in the form most recently provided to such person by the Issuers,
in connection with the offering and sale of the Registrable Securities covered by the
prospectus (including such preliminary and summary prospectus) or any supplement or
amendment thereto; provided that such Electing Holder shall cease using such prospectus
upon receipt of any notice from the Issuers pursuant to Section 3(d)(iii) until such
prospectus is subsequently supplemented or amended in accordance with Section 3(e);




     (xii) use all commercially reasonable efforts to (A) register or qualify the
Registrable Securities to be included in such Shelf Registration Statement under such
securities laws or blue sky laws of such jurisdictions as any Electing Holder shall
reasonably request, (B) keep such registrations or qualifications in effect and comply
with such laws so as to permit the continuance of offers, sales and dealings therein in
such jurisdictions during the period the Shelf Registration Statement is required to
remain effective under Section 2(b) and for so long as may be necessary to enable any
such Electing Holder to complete its distribution of Registrable Securities pursuant to
such Shelf Registration Statement, (C) take any and all other actions as may be
reasonably necessary or advisable to enable each such Electing Holder to consummate the
disposition in such jurisdictions of such Registrable Securities and (D) obtain the
consent or approval of each governmental agency or authority, whether federal, state or
local, which may be required to effect the Shelf Registration or the offering or sale in
connection therewith or to enable the selling holder or holders to offer, or to
consummate the disposition of, their Registrable Securities; provided, however, that
neither the Issuers nor the Guarantors shall be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise
be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent
to general service of process in any such jurisdiction or become subject to taxation in
any such jurisdiction or (3) make any changes to its certificate of incorporation or
by-laws or other governing documents or any agreement between it and its stockholders;




     (xiii) unless any Registrable Securities shall be in book-entry only form,
cooperate with the Electing Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which
certificates, if so required by any securities exchange upon which any Registrable
Securities are listed, shall be printed, penned, lithographed, engraved or otherwise
produced by any combination of such methods, on steel engraved borders, and which
certificates shall not bear any restrictive legends;




     (xiv) obtain a CUSIP number for all Securities that have been registered under the
Securities Act, not later than the applicable Effective Time;



13









 






     (xv) notify in writing each holder of Registrable Securities of any proposal by the
Issuers to amend or waive any provision of this Agreement pursuant to Section 9(h) and
of any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case may be;
and




     (xvi) comply in all material respects with all applicable rules and regulations of
the Commission, and make generally available to its securityholders no later than
eighteen months after the Effective Time of such Shelf Registration Statement an
“earning statement” of Parent and its subsidiaries complying with Section 11(a) of the
Securities Act (including, at the option of the Issuers, Rule 158 thereunder).




     (e) In the event that the Issuers would be required, pursuant to Section 3(d)(viii)(G), to
notify the Electing Holders, the Issuers shall promptly prepare and furnish to each of the
Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform
in all material respects to the applicable requirements of the Securities Act and the Trust
Indenture Act and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. Each Electing Holder agrees that upon
receipt of any notice from the Issuers pursuant to Section 3(d)(viii)(G), such Electing Holder
shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf
Registration Statement applicable to such Registrable Securities until such Electing Holder
shall have received copies of such amended or supplemented prospectus, and if so directed by the
Issuers, such Electing Holder shall deliver to the Issuers (at the Issuers’ expense) all copies,
other than permanent file copies, of the prospectus covering such Registrable Securities in such
Electing Holder’s possession at the time of receipt of such notice.




     (f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Issuers may require such
Electing Holder to furnish to the Issuers such additional information regarding such Electing
Holder and such Electing Holder’s intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing Holder agrees to
notify the Issuers as promptly as practicable of any inaccuracy or change in information
previously furnished by such Electing Holder to the Issuers or of the occurrence of any event in
either case as a result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities or omits to
state any material fact regarding such Electing Holder or such Electing Holder’s intended method
of disposition of such Registrable Securities required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then existing, and promptly
to furnish to the Issuers any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not contain, with
respect to such Electing Holder or the disposition of such Registrable Securities, an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then
existing.




     (g) Until the expiration of one year after the Closing Date, the Issuers will not, and will
not permit any of its “affiliates” (as defined in Rule 144) that are controlled by the Issuers
to, resell any of the Securities that have been reacquired by any of them except pursuant to an



14









 







effective registration statement, or a valid exemption from the registration requirements,
under the Securities Act.




     (h) As a condition to its participation in the Exchange Offer, each holder of Registrable
Securities shall furnish, upon the request of the Issuers, a written representation to the
Issuers (which may be contained in the letter of transmittal or “agent’s message” transmitted
via The Depository Trust Company’s Automated Tender Offer Procedures, in either case
contemplated by the Exchange Registration Statement) to the effect that (A) it is not an
“affiliate”, as defined in Rule 405 of the Securities Act, of the Issuers or if it is such an
“affiliate”, it will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage
in, and has no arrangement or understanding with any person to participate in, a distribution of
the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange
Securities in its ordinary course of business, (D) if it is a broker-dealer that holds
Securities that were acquired for its own account as a result of market-making activities or
other trading activities (other than Securities acquired directly from the Issuers or any of
their affiliates), it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Securities received by it in the Exchange Offer,
(E) if it is a broker-dealer, that it did not purchase the Securities to be exchanged in the
Exchange Offer from the Issuers or any of their affiliates, and (F) it is not acting on behalf
of any person who could not truthfully and completely make the representations contained in the
foregoing subclauses (A) through (E).




     4. Registration Expenses.



               The Issuers agree to bear and to pay or cause to be paid promptly all expenses incident to the
Issuers’ performance of or compliance with this Agreement, including (a) all Commission and any
FINRA registration, filing and review fees and expenses including reasonable fees and disbursements
of counsel for the Electing Holders in connection with such registration, filing and review,
(b) all fees and expenses in connection with the qualification of the Registrable Securities, the
Securities and the Exchange Securities, as applicable, for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xii) and determination of their
eligibility for investment under the laws of such jurisdictions as the Electing Holders may
designate, including reasonable fees and disbursements of counsel for the Electing Holders in
connection with such qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration statement required to be
filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the Securities or Exchange
Securities, as applicable, for delivery and the expenses of printing or producing any selling
agreements and blue sky or legal investment memoranda and all other documents in connection with
the offering, sale or delivery of Securities or Exchange Securities, as applicable, to be disposed
of (including certificates representing the Securities or Exchange Securities, as applicable),
(d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of
Securities or Exchange Securities, as applicable, and the preparation of documents referred in
clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the
Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Issuers’ officers and employees performing
legal or accounting duties), (g) reasonable fees, disbursements and expenses of counsel and
independent certified public accountants of the Issuers, (h) reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration,
as selected by the Electing Holders of at least a majority in aggregate principal amount of the
Registrable Securities held by Electing



15









 




Holders (which counsel shall be reasonably satisfactory to the Issuers), (i) any fees charged
by securities rating services for rating the Registrable Securities, the Securities or the Exchange
Securities, as applicable, and (j) fees, expenses and disbursements of any other persons, including
special experts, retained by the Issuers in connection with such registration (collectively, the
“Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or
paid by any holder of Registrable Securities, Securities or Exchange Securities, as applicable, the
Issuers shall reimburse such person for the full amount of the Registration Expenses so incurred,
assumed or paid promptly after receipt of an appropriately documented request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay
all agency fees and commissions and underwriting discounts and commissions, if any, and transfer
taxes, if any, attributable to the sale of such Registrable Securities, Securities and Exchange
Securities, as applicable, and the fees and disbursements of any counsel or other advisors or
experts retained by such holders (severally or jointly), other than the counsel and experts
specifically referred to above.





     5. Representations and Warranties.



               Each of the Issuers and each of the Guarantors, jointly and severally, represents and warrants
to, and agrees with, each Purchaser and each of the holders from time to time of Registrable
Securities that:




     (a) Each registration statement covering Registrable Securities, Securities or Exchange
Securities, as applicable, and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(c) or Section 3(d) and any further
amendments or supplements to any such registration statement or prospectus, when it becomes
effective or is filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act and will not
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and at all times
subsequent to the Effective Time when a prospectus would be required to be delivered under the
Securities Act, other than (A) from (i) such time as a notice has been given to holders of
Registrable Securities pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) until (ii) such
time as the Issuers furnish an amended or supplemented prospectus pursuant to Section 3(c)(iv)
or Section 3(e) or (B) during any applicable Suspension Period, each such registration
statement, and each prospectus (including any summary prospectus) contained therein or furnished
pursuant to Section 3(c) or Section 3(d), as then amended or supplemented, will conform in all
material respects to the requirements of the Securities Act and the Trust Indenture Act and will
not contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Issuers by a holder of Registrable Securities expressly for use
therein.




     (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a),
when they become or became effective or are or were filed with the Commission, as the case may
be, will conform or conformed in all material respects to the requirements of the Securities Act
or the Exchange Act, as applicable, and none of such documents will contain or contained an
untrue statement of a material fact or will omit or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with



16









 







information furnished in writing to the Issuers by a holder of Registrable Securities
expressly for use therein.




     (c) The compliance by the Issuers with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Issuers, the Guarantors or any of their respective subsidiaries is a party or by which the
Issuers, the Guarantors or any of their respective subsidiaries is bound or to which any of the
property or assets of the Issuers, the Guarantors or any of their respective subsidiaries is
subject, (ii) result in any violation of the provisions of the Certificate of Incorporation,
By-laws or other governing documents, of the Issuers or the Guarantors or (iii) result in any
violation of any statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Issuers, the Guarantors or any of their respective
subsidiaries or any of their properties, except in the case of clause (i) or clause (iii) for
any default, breach, violation or conflict which would not reasonably be expected to have a
Material Adverse Effect (as defined in the Purchase Agreement); and no consent, approval,
authorization, order, registration or qualification of or with any such court or governmental
agency or body is required for the consummation by the Issuers and the Guarantors of the
transactions contemplated by this Agreement, except (x) the registration under the Securities
Act of the Registrable Securities, the Securities and the Exchange Securities, as applicable,
and qualification of the Indenture under the Trust Indenture Act, (y) such consents, approvals,
authorizations, registrations or qualifications as may be required under state securities or
blue sky laws in connection with the offering and distribution of the Registrable Securities,
the Securities and the Exchange Securities, as applicable, and (z) such consents, approvals,
authorizations, registrations or qualifications that have been obtained and are in full force
and effect as of the date hereof.




     (d) This Agreement has been duly authorized, executed and delivered by the Issuers and by
the Guarantors.




     6. Indemnification and Contribution.




     (a) Indemnification by the Issuers and the Guarantors. The Issuers and the Guarantors,
jointly and severally, will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Registration Statement and each of the Electing Holders as
holders of Registrable Securities included in a Shelf Registration Statement against any
losses, claims, damages or liabilities, joint or several, to which such holder or such Electing
Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any Exchange Registration
Statement or any Shelf Registration Statement, as the case may be, under which such Registrable
Securities, Securities or Exchange Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus (including, without limitation, any “issuer free
writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any
such holder or any such Electing Holder, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, and will reimburse
each such holder and each such Electing Holder for any and all legal or other expenses
reasonably incurred by them in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that neither the Issuers nor the
Guarantors



17









 







shall be liable to any such person in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus (including, without limitation, any “issuer free
writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Issuers by such person
expressly for use therein (ii) the use of any such registration statement, or preliminary, final
or summary prospectus (including, without limitation, any “issuer free writing prospectus” as
defined in Rule 433), or amendment or supplement thereto after notice has been given to holders
of Eligible Securities pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) prior to such
time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv)
or Section 3(e).




     (b) Indemnification by the Electing Holders. The Issuers may require, as a condition to
including any Registrable Securities in any Shelf Registration Statement filed pursuant to
Section 2(b), that the Issuers shall have received an undertaking reasonably satisfactory to it
from each Electing Holder of Registrable Securities included in such Shelf Registration
Statement, severally and not jointly, to (i) indemnify and hold harmless the Issuers, the
Guarantors and all other Electing Holders of Registrable Securities included in such Shelf
Registration Statement, against any losses, claims, damages or liabilities to which the Issuers,
the Guarantors or such other Electing Holders may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in such registration statement, or any preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus” as defined in
Rule 433) contained therein or furnished by the Issuers to any Electing Holder, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon
and in conformity with written information furnished to the Issuers by such Electing Holder
expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or
other expenses reasonably incurred by the Issuers and the Guarantors in connection with
investigating or defending any such action or claim as such expenses are incurred; provided,
however, that no such Electing Holder shall be required to undertake liability to any person
under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities
pursuant to such registration.




     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions of or contemplated by this Section 6, notify
such indemnifying party in writing of the commencement of such action; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or contemplated by
Section 6(a) or Section 6(b). In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,



18









 







after notice from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, such indemnifying party shall not be liable to such indemnified
party for any legal expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to, or an admission
of, fault, culpability or a failure to act by or on behalf of any indemnified party.




     (d) Contribution. If for any reason the indemnification provisions contemplated by
Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or liabilities (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to in
this Section 6(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 6(d), no Electing Holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds received by such
holder from the sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ obligations in this Section 6(d)
to contribute shall be several in proportion to the principal amount of Registrable Securities
registered by them and not joint.




     (e) The obligations of the Issuers and the Guarantors under this Section 6 shall be in
addition to any liability which the Issuers or the Guarantors may otherwise have and shall
extend, upon the same terms and conditions, to each officer, director and partner of each
holder, each Electing Holder, and each person, if any, who controls any of the foregoing within
the meaning of the Securities Act; and the obligations of the holders and the Electing



19









 







Holders contemplated by this Section 6 shall be in addition to any liability which the
respective holder or Electing Holder may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Issuers or the Guarantors (including any
person who, with his consent, is named in any registration statement as about to become a
director of the Issuers or the Guarantors) and to each person, if any, who controls the Issuers
within the meaning of the Securities Act, as well as to each officer and director of the other
holders and to each person, if any, who controls such other holders within the meaning of the
Securities Act.




     7. Underwritten Offerings.



               Each holder of Registrable Securities hereby agrees with the Issuers and each other such
holder that no holder of Registrable Securities may participate in any underwritten offering
hereunder unless (a) each of the Issuers gives its prior written consent to such underwritten
offering, which consent shall not be unreasonably withheld (b) the managing underwriter or
underwriters thereof shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such offering, provided
that such designated managing underwriter or underwriters is or are reasonably acceptable to the
Issuers, (c) each holder of Registrable Securities participating in such underwritten offering
agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons selecting the managing underwriter or underwriters hereunder
and (d) each holder of Registrable Securities participating in such underwritten offering completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements. Each of the
Issuers hereby agrees with each holder of Registrable Securities that, to the extent it consents to
an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities,
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements, including using all commercially reasonable efforts to procure customary
legal opinions and auditor “comfort” letters.




     8. Rule 144.




     (a) Facilitation of Sales Pursuant to Rule 144. Each of the Issuers covenants to the
holders of Registrable Securities that to the extent it shall be required to do so under the
Exchange Act, the Issuers shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action
as any holder of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without registration under the
Securities Act within the limitations of the exemption provided by Rule 144. Upon the request
of any holder of Registrable Securities in connection with that holder’s sale pursuant to
Rule 144, the Issuers shall deliver to such holder a written statement as to whether it has
complied with such requirements.




     (b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that
holders of Registrable Securities may become eligible to sell such Registrable Securities
pursuant to Rule 144 shall not (1) cause such Securities to cease to be Registrable Securities
or (2) excuse the Issuers’ and the Guarantors’ obligations set forth in Section 2 of this
Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf
Registration and Special Interest.



20









 






     9. Miscellaneous.




     (a) No Inconsistent Agreements. Each of the Issuers represents, warrants, covenants and
agrees that it has not granted, and shall not grant, registration rights with respect to
Registrable Securities, Exchange Securities or Securities, as applicable, or any other
securities which would be inconsistent with the terms contained in this Agreement.




     (b) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Issuers fail to perform any of their obligations hereunder and that the
Purchasers and the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Issuers under this Agreement
in accordance with the terms and conditions of this Agreement, in any court of the United States
or any State thereof having jurisdiction. Time shall be of the essence in this Agreement.




     (c) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by
hand, if delivered personally, by facsimile or by courier, or three days after being deposited
in the mail (registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Issuers, to MagnaChip Semiconductor S.A. and MagnaChip Semiconductor Finance
Company, c/o MagnaChip Semiconductor, Inc., at 20400 Stevens Creek Boulevard, Suite 370,
Cupertino, CA 95014, Attention: General Counsel, and if to a holder, to the address of such
holder set forth in the security register or other records of the Issuers, or to such other
address as the Issuers or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective only upon
receipt.




     (d) Parties in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders
from time to time of the Registrable Securities and the respective successors and assigns of the
foregoing. In the event that any transferee of any holder of Registrable Securities shall
acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of
law or otherwise, such transferee shall, without any further writing or action of any kind, be
deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions of this
Agreement. If the Issuers shall so request, any such successor, assign or transferee shall
agree in writing to acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.




     (e) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results thereof) made by or
on behalf of any holder of Registrable Securities, any director, officer or partner of such
holder, or any controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement, the transfer and
registration of Registrable Securities by such holder and the consummation of an Exchange Offer.



21









 






     (f) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.




     (g) Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.




     (h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its subject matter.
This Agreement supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by the Issuers and
the holders of at least a majority in aggregate principal amount of the Registrable Securities
at the time outstanding. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h),
whether or not any notice, writing or marking indicating such amendment or waiver appears on
such Registrable Securities or is delivered to such holder.




     (i) Inspection. For so long as this Agreement shall be in effect, this Agreement and a
complete list of the names and addresses of all the record holders of Registrable Securities
shall be made available for inspection and copying on any Business Day by any holder of
Registrable Securities for proper purposes only (which shall include any purpose related to the
rights of the holders of Registrable Securities under the Securities, the Indenture and this
Agreement) at the offices of Issuers at the address thereof set forth in Section 9(c) and at the
office of the Trustee under the Indenture.




     (j) Counterparts. This Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.




     (k) Severability. If any provision of this Agreement, or the application thereof in any
circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of such provision in every other respect and of the
remaining provisions contained in this Agreement shall not be affected or impaired thereby.




     (l) Agent for Service; Submission to Jurisdiction. Luxco and each Guarantor not organized
under the laws of the United States or any state thereof acknowledges that it has, by separate
written agreement, irrevocably designated and appointed National Corporate Research, Ltd.
(together with its successors and assigns, the “Agent”) as its authorized agent for service of
process in any suit, action or proceeding arising out of or relating to this Agreement or
brought with respect to the Securities under U.S. federal or state securities laws, in each case
instituted in any federal or state court located in the State and City of New York. Each of the
Issuers and Guarantors agree that any suit or proceeding arising in respect of this Agreement
will be tried exclusively in the U.S. District Court for the Southern District of New York or,
if that court does not have subject matter jurisdiction, in any state court located in The City
and County of New York and the Issuers and the Guarantors agree to submit to the jurisdiction
of, and to venue in, such courts. Luxco and each Guarantor not organized under the laws of the
United States or any state thereof agrees that service



22









 







of process upon Agent with written notice thereof to the Issuers shall be deemed to be
effective service of process upon such entity in such suit, action or proceeding.




     (m) In respect of any judgment or order given or made for any amount due hereunder that is
expressed and paid in a currency (the “judgment currency”) other than United States dollars, the
Issuers and the Guarantors, as applicable, will indemnify each Purchaser, and the Purchasers
will indemnify the Issuers and the Guarantors, against any loss incurred by such Purchaser as a
result of any variation as between (i) the rate of exchange at which the United States dollar
amount is converted into the judgment currency for the purpose of such judgment or order and
(ii) the spot rate of exchange in The City of New York at which such party on the date of
payment of such judgment or order is able to purchase United States dollars with the amount of
the judgment currency actually received by such party. The foregoing indemnity shall constitute
a separate and independent obligation of each of the Issuers, the Guarantors and the Purchasers
and shall continue in full force and effect notwithstanding any such judgment or order as
aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable
in connection with the purchase of or conversion into United States dollars.








23









 











          If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof for the Issuers, the Guarantors and each of the Representatives plus one for
each counsel, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this
letter and such acceptance hereof shall constitute a binding agreement between each of the
Purchasers, the Issuers and the Guarantors. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Issuers for examination upon request,
but without warranty on your part as to the authority of the signers thereof.




	 	 	 	 	 
	 	Very truly yours,



MagnaChip Semiconductor S.A.

 	 
	 	By:  	/s/ John McFarland
 	 
	 	 	Name:  	John McFarland 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor Finance Company

 	 
	 	By:  	/s/ Margaret Sakai
 	 
	 	 	Name:  	Margaret Sakai 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor LLC

 	 
	 	By:  	/s/ Margaret Sakai
 	 
	 	 	Name:  	Margaret Sakai 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor SA Holdings LLC

 	 
	 	By:  	/s/ Margaret Sakai
 	 
	 	 	Name:  	Margaret Sakai 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor, Inc. (U.S.)

 	 
	 	By:  	/s/ Margaret Sakai
 	 
	 	 	Name:  	Margaret Sakai 	 
	 	 	Title:  	Treasurer and Chief Financial
Officer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 





	 	 	 	 	 
	 	MagnaChip Semiconductor B.V. (Netherlands)

 	 
	 	By:  	/s/ John McFarland
 	 
	 	 	Name:  	John McFarland 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor Limited (Taiwan)

 	 
	 	By:  	/s/ Margaret Sakai
 	 
	 	 	Name:  	Margaret Sakai 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor Limited (United

Kingdom)

 	 
	 	By:  	/s/ Brent Rowe
 	 
	 	 	Name:  	Brent Rowe 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor Inc. (Japan)

 	 
	 	By:  	/s/ Margaret Sakai
 	 
	 	 	Name:  	Margaret Sakai 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	MagnaChip Semiconductor Holding Company

Limited (British Virgin Islands)

 	 
	 	By:  	/s/ John McFarland
 	 
	 	 	Name:  	John McFarland 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MagnaChip Semiconductor Limited (Hong Kong)

 	 
	 	By:  	/s/ Margaret Sakai
 	 
	 	 	Name:  	Margaret Sakai 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Registration Rights Agreement]




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	Accepted as of the date hereof:



GOLDMAN, SACHS & CO.

 	 
	 	By:  	/s/ Goldman, Sachs & Co
 	 
	 	 	(Goldman, Sachs & Co.) 	 



	 	 	 	 	 
	 	BARCLAYS CAPITAL INC.

 	 
	 	By:  	/s/ Joseph P. Coleman
 	 
	 	 	Name:  	Joseph P. Coleman 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	DEUTSCHE BANK SECURITIES INC.

 	 
	 	By:  	/s/ Nicholas Hayes
 	 
	 	 	Name:  	Nicholas Hayes 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	                     /s/  Scott Sartorius
 	 
	 	 	Name:  	Scott Sartorius 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	MORGAN STANLEY & CO. INCORPORATED

 	 
	 	By:  	/s/ Subhalakshmi Ghosh-Kohli
 	 
	 	 	Name:  	Subhalakshmi Ghosh-Kohli 	 
	 	 	Title:  	VP 	 
	 


On their own behalf and on behalf of each of the Purchasers




[Signature Page to Registration Rights Agreement]





 









 





Exhibit A




MagnaChip Semiconductor S.A.




MagnaChip Semiconductor Finance Company



INSTRUCTION TO DTC PARTICIPANTS



(Date of Mailing)



URGENT — IMMEDIATE ATTENTION REQUESTED



DEADLINE FOR RESPONSE: [DATE] *


The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the 10.500% Senior Notes due 2018 (the “Securities”) of MagnaChip
Semiconductor S.A. and MagnaChip Semiconductor Finance Company (together, the “Issuers”) are held.



The Issuers are in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [ ].*
Please forward a copy of the enclosed documents to each beneficial owner that holds interests in
the Securities through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact the Issuers at [ ].






 




			
	*	 	Not less than 28 calendar days from date of mailing.




A-1









 










MagnaChip Semiconductor S.A.




MagnaChip Semiconductor Finance Company




Notice of Registration Statement

and

Selling Securityholder Questionnaire



[ ], 2010


Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) among MagnaChip Semiconductor S.A., MagnaChip Semiconductor Finance
Company (together, the “Issuers”), the Guarantors named therein and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Issuers have filed or will file
with the United States Securities and Exchange Commission (the “Commission”) a registration
statement on Form [___] (the “Shelf Registration Statement”) for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuers’ 10.500%
Senior Notes due 2018 (the “Securities”). A copy of the Exchange and Registration Rights Agreement
has been filed as an exhibit to the Shelf Registration Statement and can be obtained from the
Commission’s website at www.sec.gov. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.



Each beneficial owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In
order to have Registrable Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must
be completed, executed and delivered to the Issuers’ counsel at the address set forth herein for
receipt ON OR BEFORE [ ]. Beneficial owners of Registrable Securities who do not properly
complete, execute and return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus
forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.








A-2









 








ELECTION



The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without
limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.



Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Issuers, its officers who sign any Shelf Registration Statement, and each
person, if any, who controls the Issuers within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against certain
loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in
the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to
state a material fact required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement
or omission, was made in reliance on and in conformity with the information provided in this Notice
and Questionnaire.



Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Issuers and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.



The Selling Securityholder hereby provides the following information to the Issuers and represents
and warrants that such information is accurate and complete:







A-3









 








QUESTIONNAIRE





	(1)	 	(a)     Full legal name of Selling Securityholder:






	 	 	 	 

	 
	 	(b)	 	Full legal name of registered Holder (if not the same as in (a) above) of Registrable
Securities listed in Item (3) below:
	 
	 	 	 	 

	 
	 	(c)	 	Full legal name of DTC Participant (if applicable and if not the same as (b) above)
through which Registrable Securities listed in Item (3) below are held:
	 
	 	 	 	 







	(2)	 	Address for notices to Selling Securityholder:





	 	 	 	 	 	 	 

	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Contact Person:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	E-mail for Contact Person:	 	 	 	 
	 

	 	 	 	 	 	 






	(3)	 	Beneficial Ownership of Securities:






	 	 	 	Except as set forth below in this Item (3), the undersigned does not beneficially own any
Securities.
	 
	 	(a)	 	Principal amount of Registrable Securities beneficially owned:                                                            
	 
	 	 	 	CUSIP No(s). of such Registrable Securities:            
                    
                    
                    
        
	 
	 	(b)	 	Principal amount of Securities other than Registrable Securities beneficially owned:
	 
	 	 	 	 

	 
	 	 	 	CUSIP No(s). of such other Securities:             
                   
                   
                   
           
	 
	 	(c)	 	Principal amount of Registrable Securities that the undersigned wishes to be included
in the Shelf Registration Statement:             
                   
                   
                   
          
	 
	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
Statement:                
                
                
                
                
                
                
         






	(4)	 	Beneficial Ownership of Other Securities of the Issuers:






	 	 	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not
the beneficial or registered owner of any other securities of the Issuers, other than
the Securities listed above in Item (3).
	 
	 	 	 	State any exceptions here:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 





A-4









 












	(5)	 	Individuals who exercise dispositive powers with respect to the Securities:






	 	 	 	If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder must disclose the name of
the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities. Selling
Securityholders should disclose the beneficial holders, not nominee holders or other such others of record. In addition,
the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when
determining the person or persons sharing voting and/or dispositive powers with respect to the Securities.
	 
	 	(a)	 	Is the holder a Reporting Company?
	 
	 	 	 	Yes                   
                    
                     
            No          
                    
           
	 
	 	 	 	If “No”, please answer Item (5)(b).
	 
	 	(b)	 	List below the individual or individuals who exercise dispositive powers with respect
to the Securities:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	Please note that the names of the persons listed in (b) above will be included in the
Shelf Registration Statement and related Prospectus.






	(6)	 	Relationships with the Issuers:






	 	 	 	Except as set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with the Issuers (or its
predecessors or affiliates) during the past three years.
	 
	 	 	 	State any exceptions here:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	(7)	 	Plan of Distribution:






	 	 	 	Except as set forth below, the undersigned Selling Securityholder intends to distribute
the Registrable Securities listed above in Item (3) only as follows (if at all):
Such Registrable Securities may be sold from time to time directly by the undersigned
Selling Securityholder. Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale, at
varying prices determined at the time of sale, or at negotiated prices. Such sales
may be effected in transactions (which may involve crosses or block transactions) (i)
on any national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options. In connection with
sales of the




A-5









 






	 	 	 	Registrable Securities or otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume. The Selling
Securityholder may also sell Registrable Securities short and deliver Registrable
Securities to close out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.






	 	 	 	State any exceptions here:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	Note: In no event may such method(s) of distribution take the form of an underwritten
offering of Registrable Securities without the prior written agreement of the Issuers.






	(8)	 	Broker-Dealers:






	 	 	 	The Commission requires that all Selling Securityholders that are registered
broker-dealers or affiliates of registered broker-dealers be so identified in the
Shelf Registration Statement. In addition, the Commission requires that all Selling
Securityholders that are registered broker-dealers be named as underwriters in the
Shelf Registration Statement and related Prospectus, even if they did not receive the
Registrable Securities as compensation for underwriting activities.
	 
	 	(a)	 	State whether the undersigned Selling Securityholder is a registered broker-dealer:






	 	 	 	Yes                 
                 
                  
                   
No                   
                      
	 
	 	(b)	 	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if
applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be
included in the Shelf Registration Statement and related Prospectus.






	 	(i)	 	Were the Securities acquired as compensation for underwriting activities?






	 	 	 	Yes                  
                  
                   
                 No   
                   
                   






	 	 	 	If you answered “Yes”, please provide a brief description of the transaction(s)
in which the Securities were acquired as compensation:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	 	(ii)	 	Were the Securities acquired for investment purposes?






	 	 	 	Yes                   
                   
                    
              No        
                    
             






	 	(iii)	 	If you answered “No” to both (i) and (ii), please explain the Selling
Securityholder’s reason for acquiring the Securities:






	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 





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	 	(c)	 	State whether the undersigned Selling Securityholder is an affiliate of a registered
broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):
	 
	 	 	 	Yes                  
                   
                    
               No       
                   
               
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(d)	 	If you answered “Yes” to question (c) above:






	 	(i)	 	Did the undersigned Selling Securityholder purchase Registrable Securities
in the ordinary course of business?






	 	 	 	Yes                
                 
                  
                    
No                   
                  
    
	 
	 	 	 	If the answer is “No” to question (d)(i), provide a brief explanation of the
circumstances in which the Selling Securityholder acquired the Registrable
Securities:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	 	(ii)	 	At the time of the purchase of the Registrable Securities, did the
undersigned Selling Securityholder have any agreements, understandings or
arrangements, directly or indirectly, with any person to dispose of or distribute the
Registrable Securities?






	 	 	 	Yes                 
                  
                  
                  
No                  
                 
      
	 
	 	 	 	If the answer is “Yes” to question (d)(ii), provide a brief explanation of such
agreements, understandings or arrangements:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as
an underwriter in the Shelf Registration Statement and the related Prospectus.






	(9)	 	Hedging and short sales:






	 	(a)	 	State whether the undersigned Selling Securityholder has or will enter into “hedging
transactions” with respect to the Registrable Securities:
	 
	 	 	 	Yes                
                 
                  
                  
   No                
                 
        
	 
	 	 	 	If “Yes”, provide below a complete description of the hedging transactions into
which the undersigned Selling Securityholder has entered or will enter and the
purpose of such hedging transactions, including the extent to which such
hedging transactions remain in place:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 





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	 	(b)	 	Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly
Available Interpretations regarding short selling:
	 
	 	 	 	“An issuer filed a Form S-3 registration statement for a secondary offering of common
stock which is not yet effective. One of the selling shareholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares
after the effective date. The issuer was advised that the short sale could not be made
before the registration statement becomes effective, because the shares underlying the
short sale are deemed to be sold at the time such sale is made. There would, therefore,
be a violation of Section 5 if the shares were effectively sold prior to the effective
date.”
	 
	 	 	 	By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be
deemed to be aware of the foregoing interpretation.





* * * * *



By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M (or any successor rule or regulation).



The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration
Rights Agreement to indemnify and hold harmless the Issuers and certain other persons as set forth
in the Exchange and Registration Rights Agreement.



In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Issuers, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration
Rights Agreement.



The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration
Rights Agreement to suspend use of the Shelf Registration Statement under certain circumstances as
set forth in the Exchange and Registration Rights Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (9) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Issuers in connection with the
preparation of the Shelf Registration Statement and related Prospectus.



In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Issuers of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect
and to provide such additional information that the Issuers may reasonably request regarding such
Selling Securityholder and the intended method of distribution of Registrable Securities in order
to comply with the Securities Act. Except as otherwise provided in the Exchange and Registration
Rights Agreement, all notices hereunder and pursuant to the






A-8









 







Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class
mail, or air courier guaranteeing overnight delivery as follows:




	 	 	 	 	 

	 

	 	(i) To the Issuers:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	(ii) With a copy to:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 




Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Issuers’ counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Issuers and the Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire
shall be governed in all respects by the laws of the State of New York.







A-9









 







IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



Dated:                                                             




	 	 	 	 	 

	 	 	 
	 	 	Selling Securityholder
	 	 	(Print/type full legal name of beneficial owner of Registrable Securities)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [ ]
TO THE ISSUERS’ COUNSEL AT:




 






 






 






 






 






A-10









 





Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




Wilmington Trust FSB

MagnaChip Semiconductor S.A.

MagnaChip Semiconductor Finance Company

c/o Wilmington Trust FSB

[Address of Trustee]




Attention: Trust Officer





Re: 10.500% Senior Notes due 2018 (the ”Notes”)of MagnaChip Semiconductor S.A. and MagnaChip
Semiconductor Finance Company (together, the “Issuers”)


Dear Sirs:



Please be advised that ___has transferred $         aggregate principal amount of the above-referenced
Notes pursuant to an effective Registration Statement on Form [   ] (File No. 333-        ) filed by the Issuers.



We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as
a “Selling Holder” in the Prospectus dated [    ] or in supplements thereto, and that the
aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus
opposite such owner’s name.



Dated:




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	
 	 
	 	 	(Name) 	 
	 	 	 
	 
	 
	 	By:  	
 	 
	 	 	(Authorized Signature) 	 
	 	 	 	 
	 




B-1