EX 4.2


    EXHIBIT
      4.2

    

      EXECUTION
        VERSION

    

     

    ESCROW
      AGREEMENT

     

    This
      Escrow Agreement (as amended or modified from time to time and including any
      and
      all written instructions given to the Escrow Agent (as defined below) pursuant
      hereto, this “Escrow
      Agreement”)
      is
      made and entered into as of December 19, 2006 by and between Acquicor Technology
      Inc., a Delaware corporation (the “Company”),
      U.S.
      Bank National Association, a national banking association, as the trustee under
      the Indenture (as defined below) (the “Trustee”),
      U.S.
      Bank National Association, a banking association, acting in the capacity of
      collateral agent for the Holders (as defined below) (the “Collateral
      Agent”
and,
      together with the Company, the “Other
      Parties”),
      U.S.
      Bank National Association, a national banking association, as escrow agent
      and
      the securities intermediary and bank for the Escrow Account (as defined below)
      (in such capacities, the “Escrow
      Agent”).
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings set forth therefore in the Indenture. 

     

    WITNESSETH:

     

    WHEREAS,
      this
      Escrow Agreement is being entered into in connection with the Purchase
      Agreement, dated as of December 18, 2006 (the “Purchase
      Agreement”),
      by
      and among the Company and CRT Capital Group LLC and Needham & Company, LLC
      as the initial purchasers (the “Initial
      Purchasers”);

     

    WHEREAS,
      pursuant
      to the Purchase Agreement, the Company has agreed to issue and sell to the
      Initial Purchasers, for resale by the Initial Purchasers under Rule 144A of
      the
      Securities Act of 1933, as amended (the “Offering”),
      $145.0 million in aggregate principal amount of its 8% Convertible Senior Notes
      due December 31, 2011 (the “Notes”);

     

    WHEREAS,
      the
      Company and the Trustee have entered into an Indenture, dated as of the date
      hereof (as amended, supplemented, restated or otherwise modified from time
      to
      time, the “Indenture”),
      pursuant to which the Company issued the Notes;

     

    WHEREAS,
      in
      connection with the Offering, the Company expects to acquire Jazz Semiconductor,
      Inc. (“Jazz”)
      by the
      merger of Joy Acquisition Corp., a wholly-owned subsidiary of the Company,
      into
      Jazz on or prior to May 31, 2007 (the “Acquisition”);

     

    WHEREAS,
      concurrently
      with the closing of the Offering, the Company has agreed with the Initial
      Purchasers to place in escrow the gross proceeds of the Offering, including
      the
      Initial Purchasers’ discount, to be held pursuant to and subject to the terms
      and conditions of this Escrow Agreement and the Indenture;

     

    WHEREAS,
      in
      order to secure certain obligations of the Company to the holders of the Notes
      (the “Holders”),
      the
      Company has agreed to grant a security interest in all of the Company’s right,
      title and interest in, to and under the Collateral (as defined in that certain
      Pledge and Security Agreement (the “Pledge
      Agreement”)
      by and
      between the Company and the Collateral Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      upon
      the
      satisfaction of the conditions set forth herein, the Escrow Agent shall release
      and deliver the funds in the Escrow Account as set forth herein;
      and

     

    WHEREAS,
      the
      Company wishes to engage the Escrow Agent to act, and the Escrow Agent
      is willing
      to act, as escrow agent hereunder and, in that capacity, to hold, administer
      and
      distribute the amounts deposited in escrow hereunder in accordance with, and
      subject to, the terms of this Escrow Agreement.

     

    NOW,
      THEREFORE, in
      consideration of the premises and mutual covenants and agreements contained
      herein, the parties hereto hereby agree as follows:

     

    1.  Appointment
      of the Escrow Agent.
      Each of
      the Company and
      the
      Trustee hereby appoints U.S. Bank National Association, a national banking
      association, as the escrow agent under this Escrow Agreement, and the Escrow
      Agent hereby accepts such appointment.

     

    2.  The
      Deposit; Establishment of Escrow Account.
      The
      Company shall deliver, or cause the Initial Purchasers to deliver, to the Escrow
      Agent (i) concurrently with the execution and delivery of this Escrow Agreement,
      the gross proceeds from the issuance and sale of the Notes on the date hereof
      (the “Initial
      Deposit”),
      and
      (ii) upon the issuance and sale of any additional Notes prior to termination
      of
      this Agreement, the gross proceeds from such issuance and sale (the
“Subsequent
      Deposit”,
      and
      together with the Initial Deposit, the “Deposits”),
      in
      the case of each of clauses (i) and (ii), to be held by the Escrow Agent in
      accordance with the terms hereof. Subject to and in accordance with the terms
      and conditions hereof, the Escrow Agent agrees to hold the Deposits in an
      account established with the Escrow Agent in the name of the Company, as
      entitlement holder, and designated as Account No. 108067001, Reference:
“Acquicor 8% Convertible Senior Notes” (the “Escrow
      Account”)
      and to
      administer the Deposits in accordance with the terms of this Escrow Agreement,
      including without limitation, holding in escrow, investing and reinvesting,
      and
      releasing or distributing the Deposits. It is hereby expressly stipulated and
      agreed that all interest and other earnings on the Deposits shall become a
      part
      of the Deposits for all purposes, and that all losses resulting from the
      investment or reinvestment thereof from time to time shall from the time of
      such
      loss no longer constitute part of the Deposits. The Company hereby acknowledges
      and agrees that the Deposits cannot be released unless the conditions of Section
      5(a), 5(b), 5(c) or 5(d), as the case may be, of this Escrow Agreement are
      satisfied. The Escrow Account shall be deemed to be a “Securities Account” as
      defined in Section 8-501 of the New York Uniform Commercial Code (the
“NYUCC”)
      and,
      for purposes of Sections 9-305 and 8-110(e) of the NYUCC, the jurisdiction
      of
      Escrow Agent shall be the State of New York; provided that if the Escrow Account
      is deemed to be a “Deposit Account” as defined in Section 9-102(a)(29) then, for
      purposes of Section 9-304 of the NYUCC, the jurisdiction of the Escrow Agent
      shall be New York.

     

    3.  Acknowledgement
      of Security Interest.
      The
      Escrow Agent hereby acknowledges the security interest of the Collateral Agent
      in the Collateral. The Escrow Agent agrees to take all such actions directed
      by
      the Collateral Agent to perfect such security interest. In connection with
      the
      perfection of such security interests, the Company, the Collateral Agent, the
      Trustee and the Escrow Agent have entered into that certain Control Agreement,
      dated as of the date hereof (the “Control
      Agreement”).
      Notwithstanding anything to the contrary, the Escrow Agreement, and the Escrow
      Agent’s rights, duties and obligations hereunder, shall be subject to the
      Control Agreement. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    4.  Investment
      of the Deposits. The
      Escrow Agent shall invest and reinvest the Deposits in (a) securities that
      are
      direct obligations of, or guaranteed as to principal and interest by, the United
      States government or any agency or instrumentality of the United States
      government (provided
      that
      the
      full faith and credit of the United States is pledged in support of those
      securities) having maturities of not more than six months from the date of
      acquisition or (b) money market funds meeting certain conditions under Rule
      2a-7
      (or any successor rule) promulgated under the Investment Company Act of 1940
      as
      determined by the Company (it being agreed that First American Government
      Obligations Fund, Class D, CUSIP #31846V732 meets
      such criteria) (both
      (a)
      and (b), the “Approved
      Investment Options”),
      as may
      be instructed in writing by the Company; provided,
      however, that
      if
      the Collateral Agent or the Company notifies the Escrow Agent that an event
      has
      occurred that constitutes an Event of Default under the Indenture and said
      event
      shall be continuing, the Company’s right to instruct the Escrow Agent regarding
      the investment of the Deposits shall cease and the Escrow Agent shall no longer
      take direction from the Company and shall instead invest and reinvest the
      Deposits in such Approved Investment Options instructed in writing by the
      Collateral Agent. Such written instructions, if any, referred to in the
      foregoing sentence shall specify the type and identity of the Approved
      Investment Options to be purchased and/or sold and shall also include the name
      of the broker-dealer, if any, that the Company directs the Escrow Agent to
      use
      in respect of such investment, any particular settlement procedures required,
      if
      any (which settlement procedures shall be consistent with industry standards
      and
      practices), and such other information as the Escrow Agent may require. The
      Escrow Agent shall not be liable for failure to invest or reinvest funds absent
      sufficient written direction. Unless the Escrow Agent is otherwise directed
      in
      such written instructions, the Escrow Agent may use a broker-dealer of its
      own
      selection, including a broker-dealer owned by or affiliated with the Escrow
      Agent or any of its affiliates. The Escrow Agent or any of its affiliates may
      receive compensation with respect to any investment directed hereunder. It
      is
      expressly agreed and understood by the parties hereto that the Escrow Agent
      shall not in any way whatsoever be liable for losses on any investments,
      including, but not limited to, losses from market risks due to premature
      liquidation or resulting arm other actions taken pursuant to this Escrow
      Agreement.

     

    Receipt,
      investment and reinvestment of the Deposits shall be confirmed by the Escrow
      Agent to the Company as soon as practicable by account statement, and any
      discrepancies in any such account statement shall be noted by the Company to
      the
      Escrow Agent within thirty (30) calendar days after receipt thereof. Failure
      to
      inform the Escrow Agent in writing of any discrepancies in any such account
      statement within said 30-day period shall conclusively be deemed confirmation
      of
      such account statement in its entirety. For purposes of this paragraph, (a)
      each
      account statement shall be deemed to have been received by the party to whom
      it
      is directed on the earlier to occur of (i) the actual receipt thereof and (ii)
      three (3) “Business Days” (as defined below) after the deposit thereof in the
      United States mail, postage prepaid (registered or certified, return receipt
      requested) and (b) the term “Business
      Day”
shall
      mean any day of the year, excluding Saturday, Sunday and any other day on which
      national banks are required or authorized to close in New York, New
      York.

     

    
      
        
        

      

      
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    5.  Disbursement
      of the Deposits.
      The
      Escrow Agent is hereby authorized to make disbursements of the Deposits only
      as
      follows:

     

    (a)  Upon
      (i)
      receipt of an officer’s certificate from the Company addressed to the Trustee
      (and indicating thereon that a copy has been provided to the
      Escrow Agent, the Collateral Agent and the Initial Purchasers) substantially
      in
      the form of Annex
      A
      hereto
      (the “Officer’s
      Certificate”),
      specifying the wire transfer instructions for (A) that portion of the Deposits
      representing the amount of funds to be applied towards the payment of the
      purchase price for the Acquisition and other costs payable in connection with
      the Acquisition, (B) that portion of the Deposits representing the amounts
      payable by the Company to the Initial Purchasers pursuant to the Purchase
      Agreement, which amount shall be equal to 3.5% of the gross proceeds from the
      sale and issuance of the Notes that were deposited into the Escrow Account,
      and
      (C) the balance of the Deposits, if any, in excess of the amount specified
      in
      clauses (a)(i)(A) and (a)(i)(B) of this Section 5; (ii) receipt of instructions
      from the Trustee confirming the disbursement of the Deposits in accordance
      with
      the Officer’s Certificate; and (iii) solely with respect to the portion of the
      Deposits in (B) above, receipt of instructions from the Initial Purchasers
      confirming the disbursement of such portion of the Deposit in accordance with
      the Officer’s Certificate.

     

    (b)  In
      the
      event the Deposits are not released in accordance with Section 5(a) hereof
      on or
      prior to May 31, 2007 or if prior thereto the Company’s stockholders shall have
      voted not to approve the Acquisition or the Authorized Share Increase (as
      confirmed by an officer’s certificate of the Company), the Escrow Agent shall
      release the Deposits to the Trustee upon receipt of (i) a written notice from
      the Company to the Trustee (with a copy to the Escrow Agent, the Collateral
      Agent and the Initial Purchasers), substantially in the form of Annex
      B
      hereto
      (the “Notice”),
      specifying the wire transfer instructions for the Deposits to be used to effect
      the Special Mandatory Redemption (as defined in the Indenture); and (ii) receipt
      of instructions from the Trustee confirming the disbursement of the Deposits
      in
      accordance with the Notice.

     

    (c)  The
      Escrow Agent shall make all transfers pursuant to this Section 5 as promptly
      as
      practicable after receipt of the Officers’ Certificates and Notices set forth
      above, and in no event later than the next business day.

     

    (d)  Notwithstanding
      the foregoing, if the Collateral Agent or the Company notifies the Escrow Agent
      that an event has occurred that constitutes an Event of Default under the
      Indenture and said event shall be continuing, then the Company’s right to
      authorize disbursements shall cease and the Escrow Agent shall no longer take
      direction from the Company and the Pledge Agreement shall govern the disposition
      of the Deposits.

     

    6.  Tax
      Matters. 

     

    (a)  The
      Company shall
      provide the Escrow Agent with its taxpayer identification number documented
      by
      an appropriate Form W-8 or Form W-9 upon or prior to the execution of this
      Escrow Agreement. Failure to provide such forms may prevent or delay
      disbursements from the Deposits and may also result in the assessment of a
      penalty and the Escrow Agent’s being required to withhold tax on any interest or
      other income earned on the Deposits. Any payments of income shall be subject
      to
      applicable withholding regulations then in force in the United States or any
      other jurisdiction, as applicable. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Company agrees that, for purposes of federal and other taxes based on income,
      the Company will be treated as the owner of the Deposits, the Company will
      report all income, if any, that is earned on, or derived from, the Deposits
      as
      its income in the taxable year or years in which such income is properly
      includible and pay any taxes attributable thereto.

     

    7.  Scope
      of Undertaking.
      The
      Escrow Agent’s duties and responsibilities in connection with this Escrow
      Agreement shall be purely ministerial and shall be limited to those expressly
      set forth in this Escrow Agreement. The Escrow Agent is not a principal,
      participant or beneficiary in any transaction underlying this Escrow Agreement
      and shall have no duty to inquire beyond the terms and provisions hereof. The
      Escrow Agent shall have no responsibility or obligation of any kind in
      connection with this Escrow Agreement or the Deposits and shall not be required
      to deliver the Deposits or any part thereof or take any action with respect
      to
      any matters that might arise in connection therewith, other than to receive,
      hold, invest, reinvest and deliver the Deposits as expressly herein provided.
      Without limiting the generality of the foregoing, it is hereby expressly agreed
      and stipulated by the parties hereto that the Escrow Agent shall not be required
      to exercise any discretion hereunder and shall have no investment or management
      responsibility and, accordingly, shall have no duty to, or liability for its
      failure to, provide investment recommendations or investment advice to the
      Other
      Parties or any of them. The Escrow Agent shall not be liable for any error
      in
      judgment, any act or omission, any mistake of law or fact, or for anything
      it
      may do or refrain from doing in connection herewith, except for, subject to
      Section 8 hereof, its own willful misconduct or gross negligence. It is the
      intention of the parties hereto that the Escrow Agent shall never be required
      to
      use, advance or risk its own funds or otherwise incur financial liability in
      the
      performance of any of its duties or the exercise of any of its rights and powers
      hereunder.

     

    8.  Reliance;
      Liability.
      The
      Escrow Agent may rely on, and shall not be liable for acting or refraining
      from
      acting in accordance with, any written notice, instruction or request or other
      paper furnished to it hereunder or pursuant hereto and believed by it in good
      faith to be genuine and to have been signed or presented by the proper party
      or
      parties. The Escrow Agent shall be responsible for holding, investing,
      reinvesting and disbursing the Deposits pursuant to this Escrow Agreement;
      provided,
      however, that
      in
      no event shall the Escrow Agent be liable for any lost profits, lost savings
      or
      other special, exemplary, consequential or incidental damages in excess of
      the
      Escrow Agent’s fee hereunder; and provided,
      further, that
      the
      Escrow Agent shall have no liability for any loss arising from any cause beyond
      its control, including, but not limited to, the following: (a) acts of God,
      force majeure, including, without limitation, war (whether declared or
      existing), revolution, insurrection, riot, civil commotion, accident, fire,
      explosion, stoppage of labor, strikes and other differences with employees;
      (b)
      the act, failure or neglect of any Other Party or any agent or correspondent
      or
      any other person selected by the Escrow Agent; (c) any delay, error, omission
      or
      default of any mail, courier, telegraph, cable or wireless agency or operator;
      or (d) the acts or edicts of any government or governmental agency or other
      group or entity exercising governmental powers. The Escrow Agent is not
      responsible or liable in any manner whatsoever for the sufficiency, correctness,
      genuineness or validity of the subject matter of this Escrow Agreement or any
      part hereof or for the transaction or transactions requiring or underlying
      the
      execution of this Escrow Agreement, the form or execution hereof or for the
      identity or authority of any person executing this Escrow Agreement or any
      part
      hereof or depositing the Deposits.

     

    
      
        
        

      

      
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    9.  Right
      of Interpleader. Should
      any controversy arise involving the parties hereto or any of them or any other
      person, firm or entity with respect to this Escrow Agreement or the Deposits,
      or
      should a substitute escrow agent fail to be designated as provided in Section
      16
      hereof, or if the Escrow Agent should be in doubt as to what action to take,
      the
      Escrow Agent shall have the right, but not the obligation, to institute a
      petition for interpleader in any court of competent
      jurisdiction to determine the rights of the parties hereto. In the event the
      Escrow Agent is a party to any dispute, the Escrow Agent shall have the
      additional right to refer such controversy to binding arbitration. Should a
      petition for interpleader be instituted, or should the Escrow Agent be
      threatened with litigation or become involved in litigation or binding
      arbitration in any manner whatsoever in connection with this Escrow Agreement
      or
      the Deposits, the Company hereby agrees to reimburse the Escrow Agent for its
      reasonable attorneys’ fees and any and all other expenses, losses, costs and
      damages incurred by the Escrow Agent in connection with or resulting from such
      threatened or actual litigation or arbitration prior to any disbursement
      hereunder, except as such fees, expenses, losses, costs and damages result
      from
      the willful misconduct or gross negligence of the Escrow Agent.

     

    10.  Indemnification.
      The
      Company hereby indemnifies the Escrow Agent, its officers, directors, partners,
      employees and agents (each herein called an “Indemnified
      Party”)
      against, and holds each Indemnified Party harmless from, any and all reasonable
      expenses, including, without limitation, attorneys’ fees and court costs,
      losses, costs, damages and claims, including, but not limited to, costs of
      investigation, litigation and arbitration, tax liability and loss on investments
      suffered or incurred by any Indemnified Party in connection with or arising
      from
      or out of this Escrow Agreement, except such acts or omissions as may result
      from the willful misconduct or gross negligence of such Indemnified
      Party.

     

    11.  Compensation
      and Reimbursement of Expenses.
      The
      Company hereby agrees to pay the Escrow Agent for its services hereunder in
      accordance with the Escrow Agent’s fee schedule as attached hereto as
Schedule
      A
      and to
      pay all expenses incurred by the Escrow Agent in connection with the performance
      of its duties and enforcement of its rights hereunder and otherwise in
      connection with the preparation, operation, administration and enforcement
      of
      this Escrow Agreement, including, without limitation, reasonable attorneys’
fees, brokerage costs and other reasonable and related expenses incurred by
      the
      Escrow Agent.

     

    12.  Funds
      Transfer.
      In the
      event funds transfer instructions are given (other than in writing at the time
      of execution of this Escrow Agreement), whether in writing, by facsimile, or
      otherwise, the Escrow Agent is authorized, but not obligated, to seek
      confirmation of such instructions by telephone call-back to each of the persons
      designated on Schedule
      B
      hereto,
      and the Escrow Agent may rely upon the confirmations of anyone purporting to
      be
      the person so designated. The persons and telephone numbers for call-backs
      may
      be changed only in writing actually received and acknowledged by the Escrow
      Agent. The parties to this Escrow Agreement acknowledge that undertaking funds
      transfers based upon given instructions without call-back instruction is
      commercially reasonable.

     

    
      
        
        

      

      
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    It
      is
      understood that the Escrow Agent and the beneficiary’s bank in any funds
      transfer may rely solely upon any account numbers or similar identifying number
      provided by either of the other parties hereto to identify (i) the beneficiary,
      (ii) the beneficiary’s bank or (iii) an intermediary bank. The Escrow Agent may
      apply any of the escrowed funds for any payment order it executes using any
      such
      identifying number, even where its use may result in a person other than the
      beneficiary being paid, or the transfer of funds to a bank other than the
      beneficiary’s bank or an intermediary bank, designated.

     

    13.  Notices.
      Any
      notice or other communication required or permitted to be given under this
      Escrow Agreement by any party hereto to any other party hereto shall be
      considered as properly given if in writing and (a) delivered against receipt
      therefor, (b) mailed by registered or certified mail, return receipt requested
      and postage prepaid or (c) sent by facsimile, in each case to the address or
      facsimile number, as the case may be, set forth below:

     

    If
      to the
      Company:

     

    Acquicor
      Technology Inc.

    4910
      Birch Street

    Suite
      102

    Newport
      Beach, CA 92660

    Attn:
      General Counsel

    


    Facsimile
      No.: 949-266-9020

    Telephone
      No.: 949-759-3434


     

    With
      a
      copy to:

     

    Cooley
      Godward Kronish LLP

    101
      California Street

    San
      Francisco, California 94111

    Attn:
      Gian-Michele a Marca

     

    Facsimile
      No.: 415-693-2222

    Telephone
      No.: 415-693-2148

     

    If
      to the
      Trustee:

     

    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

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    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

     

    If
      to the
      Initial Purchasers:

     

    c/o
      CRT
      Capital Group LLC 

    262
      Harbor Drive

    Stamford,
      CT 06902

    Attn:
      Christopher Chase

    


    Facsimile
      No.: (203) 569-6890

    Telephone
      No.: (203) 569-6824


     

    With
      a
      copy to:

     

    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      Massachusetts 02110-1726

    Attn:
      John R. Utzschneider, Esq.

     

    Fax
      No.:
      (617) 951-8736

    Telephone
      No.: (617) 951-8852


     

    If
      to the
      Escrow 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

     

    Except
      to
      the extent otherwise provided in the second paragraph of Section 4 hereof,
      delivery of any communication given in accordance herewith shall be effective
      only upon actual receipt thereof by the party or parties to whom such
      communication is directed. Any party to this Escrow Agreement may change the
      address to which communications hereunder are to be directed by giving written
      notice to the other party or parties hereto in the manner provided in this
      section.

     

    
      
        
        

      

      
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    14.  Consultation
      with Legal Counsel.
      The
      Escrow Agent may consult with its counsel or other counsel satisfactory to
      it
      concerning any question relating to its duties or responsibilities hereunder
      or
      otherwise in connection herewith and shall not be liable for any action taken,
      suffered or omitted by it in good faith upon the advice of such
      counsel.

     

    15.  Choice
      of Laws; Cumulative Rights.
      This
      Escrow Agreement shall be construed under, and governed by, the laws of the
      State of New York without regard to the conflict of laws principles thereof
      which might indicate the applicability of the laws of another jurisdiction.
      All
      of the Escrow Agent’s rights hereunder are cumulative of any other rights it may
      have at law, in equity or otherwise. The parties hereto agree that the forum
      for
      resolution of any dispute arising under this Escrow Agreement shall be Borough
      of Manhattan, New York, New York, and each of the Other Parties hereby consents,
      and submits itself, to the jurisdiction of any state or federal court sitting
      in
      Borough of Manhattan, New York, New York.

     

    16.  Resignation.
      The
      Escrow Agent shall have the right at any time to resign hereunder by giving
      written notice of its resignation to the Company (with a copy to the Initial
      Purchasers) at the addresses set forth herein, or at such other addresses as
      the
      Company or the Initial Purchasers shall provide, at least thirty (30) days
      prior
      to the date specified for such resignation to take effect. The Company shall
      promptly appoint a successor escrow agent. Such resignation shall not be
      effective until the acceptance of appointment by a successor escrow agent.
      Upon
      the effective date of such resignation, all cash and other payments and all
      other property then held by the Escrow Agent hereunder in the Escrow Account
      shall be delivered by it to such successor escrow agent. If no successor escrow
      agent is appointed and has accepted its appointment within thirty (30) days
      after the Escrow Agent has given notice of its resignation as aforesaid, the
      Escrow Agent may apply to a court of competent jurisdiction for such
      appointment. The Escrow Agent or any successor thereto is not required to be
      the
      same entity as the Trustee under the Indenture.

     

    17.  Assignment.
      This
      Escrow Agreement shall not be assigned by any of the Other Parties without
      the
      prior written consent of the Escrow Agent (such assigns of the Other Parties
      to
      which the Escrow Agent consents, if any, and the Escrow Agent’s assigns being
      hereinafter referred to collectively as “Permitted
      Assigns”).

     

    18.  Severability.
      If one
      or more of the provisions hereof shall for any reason be held to be invalid,
      illegal or unenforceable in any respect under applicable law, such invalidity,
      illegality or unenforceability shall not affect any other provisions hereof,
      and
      this Escrow Agreement shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein, and the remaining
      provisions hereof shall be given full force and effect.

     

    19.  Termination.
      This
      Escrow Agreement shall terminate upon the disbursement of the Deposits in full,
      in accordance with Section 5 hereof or by order of a court of competent
      jurisdiction; provided,
      however, that
      in
      the event all fees, expenses, costs and other amounts required to be paid to
      the
      Escrow Agent hereunder are not fully and finally paid prior to termination,
      the
      provisions of Section 11 hereof shall survive the termination hereof;
provided,
      further, that
      the
      last two sentences of Section 9 hereof and the provisions of Section 10 hereof
      shall, in any event, survive the termination hereof.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    20.  General.
      The
      section headings contained in this Escrow Agreement are for reference purposes
      only and shall not affect in any way the meaning or interpretation of this
      Escrow Agreement. This Escrow Agreement and any affidavit, certificate,
      instrument, agreement or other document required to be provided hereunder may
      be
      executed in two (2) or more counterparts, each of which shall be deemed an
      original, but all of which taken together shall constitute but one and the
      same
      instrument. Unless the context shall otherwise require, the singular shall
      include the plural and vice-versa, and each pronoun in any gender shall include
      all other genders. The terms and provisions of this Escrow Agreement constitute
      the entire agreement among the parties hereto in respect of the subject matter
      hereof, and neither the Other Parties nor the Escrow Agent has relied on any
      representations or agreements of the other, except as specifically set forth
      in
      this Escrow Agreement. This Escrow Agreement or any provision hereof may be
      amended, modified, waived or terminated only by written instrument duly signed
      by the parties hereto. This Escrow Agreement shall inure to the benefit of,
      and
      be binding upon, the parties hereto and their respective Permitted Assigns.
      This
      Escrow Agreement is for the sole and exclusive benefit of the Other Parties
      and
      the Escrow Agent, and nothing in this Escrow Agreement, express or implied,
      is
      intended to confer or shall be construed as conferring upon any other person
      any
      rights, remedies or any other type or types of benefits; provided,
      however,
      that
      the Escrow Agent and Other Parties hereby acknowledge and agree that the Initial
      Purchasers are intended third party beneficiaries of Sections 5 and 16
      hereof.

     

    [Signature
      page follows.]

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement to
      be
      effective as of the date first above written.

    
      	 	 	 
	 	
              ACQUICOR
                TECHNOLOGY INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Gilbert F. Amelio
	 	
              

              Name:
                Gilbert F. Amelio

            
	 	
              Title:
                Chairman and Chief Executive Officer


            


    

     

    
      	 	 	 
	 	
              U.S.
                BANK NATIONAL

              ASSOCIATION,
                AS TRUSTEE

            
	 
 	 
 	 
 
	
            	By:  	/s/ Richard Prokosch
	 	
              

              Name:
                Richard Prokosch

            
	 	
              Title:
                Vice President

            


    

     

    
      	 	 	 
	 	
              U.S.
                BANK NATIONAL

              ASSOCIATION,
                AS COLLATERAL AGENT

            
	 
 	 
 	 
 
	
            	By:  	/s/ Richard Prokosch
	 	
              

              Name:
                Richard Prokosch

            
	 	
              Title:
                Vice President

            


    

    


    
      	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, AS ESCROW AGENT

            
	 
 	 
 	 
 
	
            	By:  	/s/ Richard Prokosch
	 	
              

              Name:
                Richard Prokosch

            
	 	
              Title:
                Vice President

            


    

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    Fee
      Schedule

     

    The
      Escrow Agent shall charge no fee for its services as Escrow Agent so long as
      the
      Deposits are invested in the First American Government Obligations Fund, Class
      D, CUSIP #31846V732.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    Schedule
      B

     

    Telephone
      Number for Call-backs and Person

    Designated
      to Confirm Funds Transfer Instructions


    


    If
      to the
      Company:

    


    
      	
              Name

            	 	
              Telephone
                Number

            
	
              General
                Counsel

            	 	
              (949)
                759-3434

            


    

     

    If
      to the
      Initial Purchasers:

     

    
      	
              Name

            	 	
              Telephone
                Number

            
	
              Christopher
                Chase

            	 	
              (203)
                569-6824

            


    

     

    If
      to the
      Trustee:

     

    
      	
              Name

            	 	
              Telephone
                Number

            
	
              Richard
                Prokosch

            	 	
              (651)
                495-3918

            


    

    


    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    ANNEX
      A

     

    ACQUICOR
      TECHNOLOGY INC.

     

    [___________],
      2007

     

    OFFICER’S
      CERTIFICATE

     

    The
      undersigned, ____________, the ____________ of Acquicor Technology Inc., a
      Delaware corporation (the “Company”),
      pursuant to Section 5(a)(i) of the Escrow Agreement, dated as of December 19,
      2006 (the “Escrow
      Agreement”),
      by
      and among the Company, U.S. Bank National Association, a national banking
      association, as trustee under the Indenture dated as of December 19, 2006 (as
      amended, supplemented, restated or otherwise modified from time to time),
      pursuant to which the Company issued the Notes, as defined in the Indenture
      (the
“Trustee”),
      U.S.
      Bank National Association, a banking association, acting in the capacity of
      collateral agent for the Holders (as defined in the Escrow Agreement) (the
      “Collateral
      Agent”)
      and
      U.S. Bank National Association, a national banking association, as escrow agent
      (the “Escrow
      Agent”),
      on
      behalf of the Company, hereby provides this officers’ certificate to the
      Trustee, with a copy to the Escrow Agent, the Collateral Agent and the Initial
      Purchasers. Capitalized terms used but not defined herein shall have the
      meanings given to them in the Escrow Agreement.

     

    The
      undersigned hereby certifies to the Escrow Agent, the Trustee and the Collateral
      Agent that:

     

    (a)  the
      undersigned has read the covenants relating to, and conditions to, the release
      of the [Collateral], including the Deposits, and the definitions relating
      thereto set forth in the Indenture, the Pledge Agreement and the Escrow
      Agreement;

     

    (b)  In
      connection with this certificate, the undersigned has examined and relied
      upon:

     

    (1)  the
      certificate from the Inspector of Election at the Special Meeting of the
      stockholders of the Company held on •, 2007, 

     

    (2)  the
      Agreement and Plan of Acquisition dated September 26, 2006, by and among the
      Company, Joy Acquisition Corp., Jazz and TC Group, L.L.C. as Jazz’s
      stockholders’ representative, including the conditions to the Acquisition set
      forth therein, 

     

    (3)  certificates
      from officers of the Company and Jazz and other documents delivered in
      connection with the Acquisition;

     

    (4)  the
      Company’s corporate records; and 

     

    (5)  such
      amendments to the Company’s certificate of incorporation as are necessary to
      implement the Authorized Share Increase. 

     

    
      
        
        

      

      
        ANNEX-A-1

        
          

        

      

      
        
        

      

    

     

    In
      addition, the undersigned has examined such other documents and made such
      investigation as the undersigned has deemed necessary or appropriate to enable
      him to deliver this certificate.

     

    (c)  In
      the
      opinion of the undersigned, the undersigned made such examination or
      investigation as is necessary to enable him to express an informed opinion
      as to
      whether compliance with the conditions to, and covenants relating to, the
      release of the Collateral, including the Deposits, have been complied
      with;

     

    (d)  In
      the
      opinion of the undersigned, the conditions to, and the covenants relating to,
      the release of the Collateral, including the Deposits, have been complied with;
      and

     

    (e) The
      Acquisition will occur immediately after the release of the Deposits as
      specified below.

    


    The
      Company hereby requests the Trustee to direct the Escrow Agent to
      remit:

     

    (a)  U.S.$[__________]
      of the Deposits, such amount being equal to 3.5% of the gross proceeds from
      the
      sale and issuance of the Notes that were deposited into the Escrow Account,
      as
      specified below on the date hereof by wire transfer of immediately available
      funds in accordance with the following wire transfer instructions:

     

    [insert
      wire transfer instructions]

     

    (b)  The
      balance of the Deposits, remaining in the Escrow Account after remitting the
      amount of the Deposits specified in paragraph (a) above, for the purposes of
      funding the Acquisition and for certain other purposes, as specified below
      on
      the date hereof by wire transfer of immediately available funds in accordance
      with the following wire transfer instructions:

     

    [insert
      wire transfer instructions]

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        ANNEX-A-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has signed this Officer’s Certificate on the
      date written above.

     

    
      	 	By: 
	 	
              
                

              

              Name:

            
	 	Title:


    

    


     

    
      
        
        

      

      
        ANNEX-A-3

        
          

        

      

      
        
        

      

    


    ANNEX
      B

     

    ACQUICOR
      TECHNOLOGY INC.

     

    [___________],
      2007

     

    NOTICE

     

    The
      undersigned, ___________, the ___________ of Acquicor Technology Inc., a
      Delaware corporation (the “Company”),
      pursuant to Section 5(b)(i) of the Escrow Agreement dated as of December 19,
      2006 (the “Escrow
      Agreement”),
      by
      and among the Company, U.S. Bank National Association, a national banking
      association, as trustee under the Indenture dated as of December 19, 2006 (as
      amended, supplemented, restated or otherwise modified from time to time),
      pursuant to which the Company issued the Notes, as defined in the Indenture
      (the
“Trustee”),
      U.S.
      Bank National Association, a banking association, acting in the capacity of
      collateral agent for the Holders (as defined in the Escrow Agreement) (the
      “Collateral
      Agent”)
      and
      U.S. Bank National Association, a national banking association, as escrow agent
      (the “Escrow
      Agent”),
      on
      behalf of the Company, hereby provides notice to the Trustee, with a copy to
      the
      Escrow Agent, the Collateral Agent and the Initial Purchasers, that the Company
      will effect a “Special Mandatory Redemption” on _____, 200_ (the “Special
      Mandatory Redemption Date”)
      pursuant to Section 14.10 of the Indenture, dated as of December 19, 2006 (the
      “Indenture”),
      by
      and between the Company and the Trustee. Unless otherwise specified, capitalized
      terms used herein and not defined herein shall have the meanings given such
      terms in the Indenture.

     

    The
      Company through its undersigned officers hereby notifies and requests the
      Trustee to instruct the Escrow Agent to transfer to the Trustee on the Special
      Mandatory Redemption Date the balance of the Deposits in the Escrow
      Account.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        ANNEX-B-1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company, through its undersigned officers, has signed
      this
      Notice on the date written above. 

     

    
      	 	
              ACQUICOR
                TECHNOLOGY INC.

            
	 	 
	 	By: 
	 	
              
                

              

              Name:

            
	 	Title:


    

     

    
      
        
        

      

      
        ANNEX-B-2