EX 4.3


    Exhibit
      4.3

     

    Execution
      Version

     

    PLEDGE
      AND SECURITY AGREEMENT

     

    This
      PLEDGE
      AND SECURITY AGREEMENT
      (as
      amended, supplemented, restated or otherwise modified from time to time, this
      “Agreement”)
      dated
      as of December 19, 2006 by and between Acquicor Technology, Inc., a Delaware
      corporation (the “Grantor”)
      and
      U.S. Bank National Association, a banking association, acting in the capacity
      of
      collateral agent for the benefit of the Secured Parties (as defined below)
      (the
“Collateral
      Agent”).
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings given to such terms in the Indenture (as hereinafter
      defined)

     

    RECITALS:

     

    WHEREAS,
      Grantor
      and U.S. Bank National Association, as trustee (the “Trustee”),
      have
      entered into that certain Indenture dated as of the date hereof (as amended,
      supplemented, restated or otherwise modified from time to time, the
“Indenture”),
      pursuant to which the Grantor is issuing on the date hereof $145,000,000 in
      aggregate principal amount of its 8% Convertible Senior Notes due December
      31,
      2011 (the “Notes”);

    


    WHEREAS,
      the
      Grantor, the Collateral Agent, the Trustee and U.S. Bank National Association,
      as escrow agent (the “Escrow
      Agent”)
      have
      entered into that certain Escrow Agreement dated as of the date hereof (as
      amended, supplemented, restated or otherwise modified from time to time, the
      “Escrow
      Agreement”),
      pursuant to which the Grantor has placed the gross proceeds of the Notes into
      a
      securities account (the “Pledge
      Account”)
      maintained at the Securities Intermediary’s account office located at 60
      Livingston Avenue, St. Paul, MN 55107, registered in the name of the Grantor,
      as
      entitlement holder, and designated as Account No. 108067001, Reference:
“Acquicor 8% Convertible Senior Notes”;

    


    WHEREAS,
      as
      security for the full and final payment and performance of the Secured
      Obligations (as defined below), the Grantor has entered into this Agreement,
      pursuant to which the Grantor will grant a security interest in or pledge the
      Collateral (as defined below), which Collateral is governed by the terms of
      the
      Escrow Agreement; and

    


    WHEREAS,
      the
      Grantor will direct the Escrow Agent to deliver control of the Collateral to
      the
      Collateral Agent and to otherwise take such actions Collateral Agent may
      reasonably require to provide the Collateral Agent with a perfected security
      interest in the Collateral.

     

    
      
        
        

      

      
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    AGREEMENT:

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the agreements, provisions and covenants
      contained herein, the Grantor and Collateral Agent agree as
      follows:

     

    1.  DEFINITIONS.
      All
      capitalized terms used herein without definition shall have the meanings given
      to such terms in the Indenture. As used herein, “UCC”
means
      the Uniform Commercial Code as enacted and in effect in the State of New York.
      Terms defined in the UCC and not otherwise defined herein have the meanings
      specified in the UCC. The term “instrument,” as used herein, means “instrument”
as defined in Article 9 of the UCC. The following terms shall have the meanings
      set forth below:

     

    “Control
      Agreement”
shall
      mean the Securities Account Control Agreement dated as of the date hereof among
      the Grantor, the Collateral Agent and the Securities Intermediary, in form
      and
      substance satisfactory to the Collateral Agent, and any amendment, modification,
      supplement or restatement thereof. 

     

    “Initial
      Purchasers”
shall
      mean CRT Capital Group LLC and Needham & Company, LLC or such other
      subsequent holders of the Notes.

     

    “Securities
      Intermediary”
shall
      mean U.S. Bank National Association, a national banking association, acting
      in
      the capacity of securities intermediary.

     

    “Secured
      Parties”
shall
      mean the Initial Purchases and any subsequent Holders. 

     

    2.  THE
      SECURITY INTEREST.
      In
      order to secure the payment and performance in full of all the Secured
      Obligations (as hereinafter defined), the Grantor hereby pledges and grants
      to
      the Collateral Agent a continuing security interest in, and collaterally assigns
      to the Collateral Agent its interest in, the following properties, assets and
      rights of the Grantor, wherever located, whether now owned or hereafter acquired
      or arising (all of the same being hereinafter called, collectively, the
“Collateral”):

     

    (a)  Pledge
      Account.
      The
      Pledge Account itself, all rights of the Grantor against the Securities
      Intermediary or any clearing broker for the Securities Intermediary in
      connection with the Pledge Account, and all securities, stocks, bonds, mutual
      fund shares, United States Treasury instruments and other investment property
      and financial assets now or hereafter reflected as maintained in the Pledge
      Account, together with any and all proceeds, replacements or substitutions
      therefore and including without limitation, the following types of assets
      maintained in the Pledge Account (collectively, the “Pledged Securities”):

     

    (i)  Securities.
      (A) All
      securities, certificated or uncertificated, including without limitation all
      stocks, bonds, U.S. Treasury bills or instruments, securities entitlements,
      certificates of deposit or other time deposits, and investment company or other
      mutual or money market fund shares, in each case now or hereafter owned by
      the
      Grantor or by third parties who have authorized the Grantor to pledge such
      securities for indebtedness outstanding to the Grantor and which now are or
      hereafter may be maintained in or credited to the Pledge Account; and (B) any
      security entitlements and any and all assets or property from time to time
      credited to the Pledge Account, including without limitation any cash deposits
      and any other assets of the types described in clause (A) above, evidenced
      or
      appearing on the books and records of the Securities Intermediary, including
      without limitation items in transit by mail or carrier or in the possession
      of
      any third party (including any Federal Reserve Bank) acting for safekeeping,
      as
      agent for collection or transmission, or otherwise;

     

    
      
        
        

      

      
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    (ii)  Instruments.
      All
      instruments, whether negotiable or non-negotiable, tangible or in electronic
      form, made payable to or endorsed to the Grantor or in which the Grantor has
      an
      interest, including without limitation, due bills, dividend payment claims,
      checks and other writings of every kind or description evidencing a right to
      the
      payment of money however established or created and which now are or hereafter
      may be maintained in or credited to the Pledge Account;

     

    (iii)  Other
      Property.
      All
      other property of any kind, tangible or intangible, of the Grantor maintained
      in
      or comprising the Pledge Account at any time or from time to time, including
      without limitation all deposit accounts, securities accounts, cash, documents,
      letter of credit rights, advices of credit, warehouse or other receipts,
      insurance claims and proceeds, chattel paper (tangible or electronic), contract
      rights or rights to the payment of money; 

     

    (b)  Rights
      and Remedies.
      All
      remedies and privileges pertaining to the Collateral, subject to the terms
      hereof; and

     

    (c)  Proceeds.
      All
      proceeds of every kind or nature, and in whatever form (including both cash
      and
      non-cash) received now or in the future upon the sale or other disposition
      of
      the Collateral, including without limitation insurance proceeds, all cash
      payments or other property received as dividends, interest, or other proceeds,
      distribution rights or accretions of any kind, and any and all cash or non-cash
      property received in exchange for or in respect of any of the above described
      Collateral pursuant to any sale, disposition, merger, reorganization, exchange,
      stock split, dividend, distribution or similar event or
      transaction.

     

    The
      foregoing Collateral shall be treated as “financial assets” as defined in
      Article 8 of the UCC and shall include all “investment property” as defined in
      Article 9 of the UCC.

     

    3.  OBLIGATIONS.
      The
      Grantor hereby agrees that the Collateral shall be security for the prompt
      and
      complete payment or performance in full when due, whether at stated maturity,
      by
      required prepayment, declaration, acceleration, demand or otherwise of any
      and
      all obligations
      and liabilities of every kind, direct or indirect, absolute or contingent,
      due
      or to become due, now existing or hereafter arising, under or in connection
      with
      the Notes, the Indenture or this Agreement (all of the foregoing, the
“Secured
      Obligations”).
       

     

    4.  RIGHTS
      AND DUTIES AS TO COLLATERAL.

     

    (a)  The
      Collateral Agent hereby agrees that it shall only deliver a Notice of Exclusive
      Control (as defined in the Control Agreement), or give to the Securities
      Intermediary any entitlement orders and other instructions as to the transfer,
      redemption, withdrawal, disposition or investment of any of the Collateral,
      after the occurrence and continuance of an Event of Default. 

     

    
      
        
        

      

      
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    (b)  The
      Collateral Agent may at any time collect and receive, and at its option apply
      to
      the Secured Obligations after the occurrence and continuance of an Event of
      Default, any distribution in cash or otherwise payable with respect to the
      Collateral and may demand, sue for, receive and collect or make any compromise
      or settlement with reference to any Collateral. At its option, the Collateral
      Agent may pay for insurance for the Collateral and any charges, taxes,
      assessments, liens, and other reasonable expenses as it deems reasonably
      desirable to protect, maintain, preserve or collect the Collateral and all
      such
      expenses incurred will be chargeable to the Collateral. The Collateral Agent,
      at
      any time, may have the Collateral transferred into its name or that of a nominee
      and receive the income thereon and notify the obligor(s) on any Collateral
      to
      make payments due, or to become due, directly to the Collateral Agent. For
      the
      purpose of perfecting the Collateral Agent’s security interest in the
      Collateral, the Grantor will hold the Collateral in the Pledge Account subject
      to the Control Agreement. In order to perfect its security interest in the
      Collateral, the Collateral Agent may register the pledge of any such Collateral
      with its issuer by sending them a copy of this Agreement; notify a financial
      intermediary (including itself), a clearing corporation or third person of
      its
      security interest by sending them a copy of this Agreement; or transfer US
      government securities recorded on its books in the name of the Grantor to the
      Collateral Agent’s own account or that of a nominee. Beyond the exercise of
      reasonable care to assure the safe custody of Collateral, the Collateral Agent
      shall be under no duty or liability to collect the Collateral or the income
      thereon or to protect or preserve rights pertaining thereto, and shall be
      relieved of all responsibility for the Collateral upon surrendering it to the
      Grantor. The Collateral Agent shall be deemed to have exercised reasonable
      care
      in the custody and preservation of any Collateral in its possession if the
      Collateral Agent accords such Collateral treatment substantially equal to that
      which the Collateral Agent accords to its own property. The Grantor agrees
      to
      indemnify and hold the Collateral Agent harmless against any loss or damage
      the
      Collateral Agent may suffer and any expense it may incur or claim asserted
      against it as a result of dealing with the Collateral or any other action it
      may
      take in reliance upon any provision of this Agreement except for any such
      portion of any such loss or damage caused solely by reason of the Collateral
      Agent’s gross negligence or willful misconduct. Upon demand, the Grantor will
      pay to the Collateral Agent the amount of any and all reasonable out-of-pocket
      expenses which the Collateral Agent may incur in connection with (i) the
      exercise or enforcement of any of the rights of the Collateral Agent under
      this
      Agreement or (ii) the failure by the Grantor to perform or observe any of its
      agreements or obligations under this Agreement.

     

    (c)  Anything
      herein to the contrary notwithstanding, the Grantor shall remain liable under
      each contract or agreement comprised in the Collateral to be observed or
      performed by the Grantor thereunder. The Collateral Agent shall not have any
      obligation or liability under any such contract or agreement by reason of or
      arising out of this Agreement or the receipt by the Collateral Agent of any
      payment relating to any of the Collateral, nor shall the Collateral Agent be
      obligated in any manner to perform any of the obligations of the Grantor under
      or pursuant to any such contract or agreement, to make inquiry as to the nature
      or sufficiency of any payment received by the Collateral Agent in respect of
      the
      Collateral or as to the sufficiency of any performance by any party under any
      such contract or agreement, to present or file any
      claim, to take any action to enforce any performance or to collect the payment
      of any amounts which may have been assigned to the Collateral Agent or to which
      the Collateral Agent may be entitled at any time or times.

     

    (d)  With
      respect to any Collateral consisting of securities, whether certificated or
      uncertificated, or other investment property now or hereafter held by the
      Grantor through the Securities Intermediary, the Grantor shall cause the
      Securities Intermediary, pursuant to an agreement in form and substance
      reasonably satisfactory to the Collateral Agent, to agree to comply with
      entitlement orders or other instructions from the Collateral Agent to the
      Securities Intermediary as to such securities or other investment property,
      without further consent of the Grantor, in accordance with and pursuant to
      the
      terms of the Control Agreement. In order to perfect its security interest in
      the
      Collateral, the Collateral Agent may transfer U.S. government securities
      recorded on its books in the name of the Grantor to the Collateral Agent’s own
      account or that of a nominee.

     

    
      
        
        

      

      
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    (e)  The
      parties hereto hereby agree that so long as no Event of Default has occurred,
      the Grantor, through the Escrow Agent, shall be permitted to invest the
      Collateral pursuant to the terms set forth in the Escrow Agreement.


     

    5.  REPRESENTATIONS,
      WARRANTIES, AND COVENANTS OF THE GRANTOR.
      The
      Grantor hereby represents, warrants, and covenants as follows:

     

    (a)  The
      Grantor is the legal and equitable owner of the Collateral and holds the
      Collateral free and clear of all liens, charges, encumbrances and security
      interests of every kind and nature whatsoever except for the security interest
      granted hereunder to the Collateral Agent; provided, however, that the
      Collateral is governed by the terms of the Escrow Agreement. The Grantor has
      good right and legal authority to assign, deliver and/or create a security
      interest in the Collateral and shall defend its title to the Collateral against
      all claims of all other persons or entities. The Grantor (i) shall be solely
      responsible for the payment of, and shall promptly pay and discharge, or shall
      cause to be paid and discharged, all taxes, assessments and other governmental
      charges or levies, liens, premiums and other charges imposed upon the Collateral
      or upon the income from the Collateral, (ii) shall file in a timely manner
      all
      tax returns and reports required to be filed in connection therewith and (iii)
      shall indemnify and hold the Collateral Agent harmless from and against all
      such
      taxes, assessments and other governmental charges or levies (including interest
      and penalties) and all costs and expenses incurred by the Collateral Agent
      in
      connection therewith. The Grantor further agrees not to assign this Agreement,
      not to assign, lease or grant any option or similar right with respect to,
      any
      of the Collateral or any part thereof, and not to create, incur, assume or
      suffer to exist any mortgage, pledge, security interest, lien or other charge
      or
      encumbrance upon, any of the Collateral, or enter into any agreement preventing
      it from encumbering any the Collateral, other than pledges and security
      interests in favor of the Collateral Agent.

     

    (b)  The
      Grantor agrees to deliver to the Securities Intermediary and place under the
      Collateral Agent’s control any and all stock dividends, warrants, options,
      rights, substituted shares or other securities distributed on account of the
      Collateral or received on account of the exercise by the Grantor of any option,
      warrant or right appertaining to any security constituting part of the
      Collateral. In case such a distribution of stock dividends, warrants, options,
      rights, substituted shares or other securities is made directly to the
      Collateral Agent, the Grantor will execute such assignments and other documents
      as the Collateral Agent may require in order to adequately make such
      distribution part of the Collateral hereunder.

     

    (c)  The
      Grantor represents and warrants that the Escrow Agent is authorized on behalf
      of
      the Grantor to purchase assets for, and invest and dispose of assets in the
      Pledge Account, to give instructions with respect to the purchase, investment
      or
      disposition of any assets in the Pledge Account and take all other actions
      with
      respect to the Pledge Account in accordance with the terms of the Escrow
      Agreement. The Grantor agrees to be bound by any action taken by the Escrow
      Agent in connection therewith and covenants that it will not revoke the
      authority of the Escrow Agent to take the foregoing actions without also
      providing prior written notice to the Collateral Agent of such revocation.
      Until
      such time as the Collateral Agent receives an effective written notice from
      the
      Grantor that the Grantor has revoked the Escrow Agent’s authority as set forth
      herein, the Collateral Agent shall at all times be entitled to rely on all
      instructions, requests and actions of the Escrow Agent as if such instructions,
      requests and/or actions were being made directly by the Grantor, and the term
      “Grantor” shall, for such purposes, include the Escrow Agent acting on the
      Grantor’s behalf.

     

    
      
        
        

      

      
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    (d)  The
      Grantor covenants and agrees to execute and deliver such additional instruments
      and take such further action as the Collateral Agent may reasonably request
      solely to effect the purpose of this Agreement and the other Offering Documents,
      including without limitation, causing the Escrow Agent or the relevant issuer
      of
      any securities to be included as Collateral from time to time and/or other
      required parties (including transfer agents and securities intermediaries)
      to
      execute and deliver to the Collateral Agent such control agreements, letters
      of
      direction or other documents or agreements as the Collateral Agent may
      reasonably require in order to perfect (including by control) its security
      interest in the Collateral.

     

    (e)  Except
      as
      the Collateral Agent may otherwise permit in its discretion and with respect
      to
      which there are in effect appropriate control agreements or other documents
      as
      the Collateral Agent may from time to time require, all Collateral will be
      maintained with the Collateral Agent, the Securities Intermediary or the Escrow
      Agent, subject to the Control Agreement and the Escrow Agreement as
      applicable.

     

    6.  ATTORNEY-IN-FACT.
      The
      Collateral Agent, its successors and assigns and any duly authorized officer
      thereof are hereby irrevocably appointed by the Grantor as the Grantor’s
      attorney-in-fact, with full authority in the place and stead of the Grantor
      and
      in the name of the Grantor or otherwise, from time to time in the Collateral
      Agent’s reasonable discretion at any time to take any and all action and to
      execute any instrument or other assurance which the Collateral Agent may deem
      reasonably necessary or advisable to accomplish the purposes of this Agreement,
      including: (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under or
      in
      respect of any of the Collateral; (b) to receive, endorse and collect any drafts
      or other instruments in connection with clause (a); (c) to execute and do all
      such assurances, acts and things which the Grantor is required to do under
      the
      covenants and provisions of this Agreement; and (d) to take any and all actions
      as the Collateral Agent may reasonably determine to be necessary or advisable
      for the purpose of establishing, maintaining, preserving or protecting the
      security interest constituted by this Agreement or any of the rights, remedies,
      powers or privileges of the Collateral Agent under this Agreement. To the extent
      permitted by law, the Grantor hereby ratifies all that such attorney shall
      lawfully do or cause to be done by virtue hereof. This power of attorney is
      a
      power coupled with an interest and shall be irrevocable. Without limiting the
      foregoing, the Collateral Agent is hereby authorized to file in any filing
      office in any Uniform Commercial Code jurisdiction any initial financing
      statements and amendments thereto that (a) indicate the Collateral as assets
      of
      the Grantor subject to the Collateral Agent’s lien and security interest,
      regardless of whether any particular asset comprising the Collateral falls
      within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction
      in which the financing statement is filed, with such Collateral description
      used
      by the Collateral Agent to have the most encompassing definition applicable
      under Article 9 of the Uniform Commercial Code of the applicable jurisdiction
      and consistent with the intent of this Agreement, and (b) provide any other
      information required by part 5 of Article 9 of the Uniform Commercial Code
      of
      any jurisdiction for the sufficiency or filing office acceptance of any
      financing statement or amendment, including whether the Grantor is an
      organization or individual, the type of organization and any organizational
      identification number issued to the Grantor. The Grantor agrees to furnish
      any
      such information to the Collateral Agent promptly upon the Collateral Agent’s
      request. The Grantor also ratifies its authorization for the Collateral Agent
      to
      have filed in any Uniform Commercial Code jurisdiction any like initial
      financing statements or amendments thereto if filed prior to the date
      hereof.

     

    
      
        
        

      

      
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    7.  RIGHTS
      WITH RESPECT TO COLLATERAL AFTER AN EVENT OF DEFAULT.
      Upon
      the occurrence and during the continuation of an Event of Default, all rights
      of
      the Grantor to exercise any voting and other consensual rights which it would
      otherwise be entitled to exercise with respect to the Collateral shall cease,
      and all such voting and other consensual rights shall thereupon become vested
      in
      the Collateral Agent who shall thereafter have the sole right to exercise such
      voting and other consensual rights without notice to the Grantor. 

     

    8.  RECORDS
      OF COLLATERAL.
      The
      Grantor hereby authorizes the Collateral Agent to keep the official record
      of
      all instruments, securities, accounts or other property which may, as a result
      of reinvestment, substitution, or sale upon or prior to maturity or otherwise,
      from time to time constitute Collateral. Such records shall be presumed to
      be
      true and correct absent manifest error. The Grantor authorizes the Collateral
      Agent to access all books and records relating to the Pledge Account on a daily
      basis.

     

    9.  INTENTIONALLY
      DELETED.
      

     

    10.  RIGHTS
      AND REMEDIES OF THE COLLATERAL AGENT.
      Upon
      the occurrence of and continuance of an Event of Default, or at any time
      thereafter, without further notice or demand, the Collateral Agent may declare
      this Agreement to be in default and thereafter shall have all the rights and
      remedies of a secured party afforded by the Uniform Commercial Code as then
      in
      effect in the State of New York or afforded by other applicable law and shall
      have the right to set off against the Pledge Account regardless of the adequacy
      of any other Collateral, and to sell, resell, assign and deliver or otherwise
      dispose of any or all of the Collateral at a private or public sale for cash
      or
      credit or both upon such terms at such place or places, at such time or times
      and to such entities or other persons as the Collateral Agent thinks expedient
      all without demand for performance by the Grantor or any notice or advertisement
      whatsoever except as expressly provided herein or as may otherwise be required
      by law. Where reasonable notification of the time and place of such sale or
      other disposition is required by law, such requirement shall be met if the
      Collateral Agent gives to the Grantor not less than five (5) days notice in
      writing mailed, postage prepaid, to the last address of the Grantor known to
      it,
      of the time and place of any public sale of the Collateral or after which any
      private sale or intended disposition is to be made, provided,
      however, that the Collateral Agent may dispose of the Collateral without notice
      if the Collateral threatens to decline speedily in clause or is of a type
      customarily sold on a recognized market. The Collateral Agent may cause all
      or
      any part of the Collateral held by it to be transferred into its name or the
      name of its nominee or nominees and, for such purpose, without limitation upon
      any other rights or remedies available to the Collateral Agent, may give
      instruction for such effect to any issuer of any of the Collateral or any broker
      or other financial intermediary or book-entry custodian in possession of any
      of
      the Collateral or upon whose books any of the Collateral is then registered.
      The
      Collateral Agent may purchase the Collateral at a public sale and if the
      Collateral is of a type customarily sold in a recognized market or the subject
      of widely distributed standard price quotations, the Collateral Agent may
      purchase the Collateral at a private sale. The Grantor acknowledges that some
      or
      all of the Collateral which is not traded on a nationally recognized exchange
      may be sold at a private sale at prices less favorable than those which could
      be
      obtained at a public sale and the Collateral Agent shall not be required to
      wait
      for completion of any registration of any investment property in order to comply
      with state securities laws prior to liquidating any Collateral. All commissions
      and charges relating to sale of any Collateral shall constitute Secured
      Obligations secured by the Collateral and shall be payable upon demand. After
      deducting all costs and expenses of collection, storage, custody, sale or other
      disposition and delivery and all other charges against the Collateral, the
      residue of the proceeds of any such sale or other disposition shall be applied
      to the payment of the Secured Obligations in order of preference as the
      Collateral Agent may determine, with any remaining balance returned to the
      Grantor.

     

    
      
        
        

      

      
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    11.  TERMINATION.
      This
      Agreement shall terminate upon the earlier of (i) the termination of the Escrow
      Agreement and (ii) the payment in full of the Secured Obligations, and the
      Collateral Agent shall, at the Grantor’s request and expense, (a) return such
      Collateral to the Grantor in the possession or control of the Collateral Agent
      as has not theretofore been disposed of pursuant to the provisions hereof,
      together with any moneys or other property at the time held by the Collateral
      Agent hereunder, and (b) promptly
      file a UCC-3 termination statement (if applicable), and execute and deliver
      to
      the Grantor or its designees such other documents acknowledging the termination
      of this Agreement as shall be reasonably requested by Grantor.

     

    12.  WAIVERS.
      The
      Grantor waives, to the fullest extent permitted by law, presentment, notice,
      protest, notice of acceptance of this Agreement, notice of any credit or other
      financial accommodations extended, extensions granted, Collateral received
      or
      delivered, or any other action taken in reliance thereon, all demands and
      notices in connection with the delivery, acceptance, performance, default or
      enforcement of any note, or other evidence of indebtedness for which any of
      the
      Collateral is pledged, and all other demand and notices of any description,
      and
      assents to any extension or postponement of the time of payment or any other
      such indulgence to any substitution, exchange or release of Collateral and
      to
      the addition or release of any person primarily or secondarily liable except
      as
      otherwise expressly provided herein or in the Indenture.

     

    13.  NOTICES.
      Except
      as otherwise provided herein, notice to or demand upon the Grantor or the
      Collateral Agent shall be deemed to have been sufficiently given or served
      for
      all purposes thereof, if mailed, postage prepaid:

     

    (a)  if
      to the
      Grantor:

     

    to
      its
      address shown on the records of the Collateral Agent from time to
      time.

     

    
      
        
        

      

      
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    (b)  if
      to the
      Collateral Agent:

     

    
      	
              U.S.
                Bank National Association

              60
                Livingston Ave.

              St.
                Paul, Minnesota 55107

              Attn:
                Richard Prokosch

               

              Facsimile
                No.: (651) 495-8097

              Telephone
                No.: (651) 495-3918

            


    

    


    or
      to
      such other address as the party to whom such notice is directed may have
      designated in writing to the other parties hereto.

     

    14.  WAIVER
      OF JURY TRIAL.
      Except
      as prohibited by law, neither the Grantor nor the Collateral Agent, nor any
      assignee or successor of the Grantor or the Collateral Agent, shall seek a
      jury
      trial in any lawsuit, proceeding, counterclaim or any other litigation procedure
      based upon or arising out of this Agreement, any note executed in connection
      herewith, or any other related document or agreement. Neither the Grantor nor
      the Collateral Agent will seek to consolidate any such action, in which a jury
      trial has been waived, with any other action in which a jury trial has not
      been
      waived. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES
      HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY
      HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE
      PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL
      INSTANCES.

     

    15.  MISCELLANEOUS.
      No
      delay or omission on the part of the Collateral Agent in exercising any right
      or
      remedy shall operate as a waiver thereof of any other right or remedy. Waiver
      on
      any one occasion shall not be construed as a bar to or waiver of any right
      or
      remedy on any future occasion. All of the Collateral Agent’s rights and
      remedies, whether evidenced hereby or by any other agreement, instrument or
      paper, shall be cumulative and may be exercised singularly or concurrently,
      and
      nothing herein shall be deemed to limit in any way any rights the Collateral
      Agent might otherwise have under any other instrument or by law, including,
      without limiting the generality thereof, the right to negotiate any note or
      other instrument together with any Collateral specifically described therein.
      This Agreement and the security interest granted hereby shall terminate as
      set
      forth in Section 11 hereof. The invalidity or unenforceability of any one or
      more phrases, clauses or sections of this Agreement shall not affect the
      validity or enforceability of the remaining portions of it. If this Agreement
      is
      signed by two or more persons, it shall constitute the joint and several
      obligation of each of such persons.

     

    This
      instrument shall be governed by the law (other than the conflict of laws rules)
      of the State of New York. The Grantor hereby consents to the jurisdiction of
      the
      courts of the State of New York and the United States District Court for the
      Southern District of New York for the purpose of any suit, action, or other
      proceeding arising out of its obligations hereunder.

     

    
      
        
        

      

      
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	 	ACQUICOR
              TECHNOLOGY INC., as Grantor
	 
 	 
 	 
 
	 	By:  	/s/ Gilbert
              F. Amelio
	 	
              
Name:
              Gilbert F. Amelio 
	 	Title:
              Chairman and Chief Executive Officer


    

     

    
      	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as 

              Collateral
                Agent

            
	 
 	 
 	 
 
	 	By:  	/s/ Richard
              Prokosch
	 	
              
Name:
              Richard Prokosch
	 	Title:
              Vice President


    

     

     

    
      
        
        

      

      
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