Exhibit 10.1
PREPARED BY, RECORDING
REQUESTED BY, AND WHEN
RECORDED MAIL TO:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York
10017
Attention:
Susan D. Kennedy, Esq.
(SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY)
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND LEASES AND FIXTURE FILING (CALIFORNIA)
by and from
MARVELL TECHNOLOGY, INC.,
a Delaware corporation, "Trustor"
to
FIRST AMERICAN TITLE INSURANCE COMPANY, "Trustee"
in favor of
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
in its capacity as Agent, "Beneficiary"
Dated as of May 18, 2007
Location:
Santa Clara, California
County:
Santa Clara
APN: 104-52-006, 012, 022 & 023
ARB: 104-44-001, 002, 003 & 004
THE SECURED PARTY (BENEFICIARY) DESIRES THIS FIXTURE FILING
TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE
DESCRIBED HEREIN
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND LEASES AND FIXTURE FILING (CALIFORNIA)
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND
FIXTURE FILING (CALIFORNIA) (this "Deed of Trust") is dated as of
May
, 2007 by and from Marvell Technology, Inc., a Delaware corporation
("Trustor"), whose address is 5488 Marvell Lane, Santa Clara, California 95054
to First American Title Insurance Company, a California corporation ("Trustee")
with an office at 1 First American Way, Santa Ana, California 92707 for the
benefit of Credit Suisse, Cayman Islands Branch, as administrative agent (in
such capacity, "Agent") for the Secured Parties as defined in the Credit
Agreement (defined below), having an address at Eleven Madison Avenue, New York,
NY 10010 (Agent, together with its successors and assigns, "Beneficiary").
The maximum principal amount of obligations secured by this instrument is
$400,000,000.00 plus any obligations arising under any Hedging Agreement (as
defined in the Credit Agreement) from time to time.
ARTICLE 1
DEFINITIONS
SECTION 1.1
DEFINITIONS.
ALL CAPITALIZED TERMS USED HEREIN WITHOUT
DEFINITION SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO THEM IN THAT CERTAIN
CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2006 (AS THE SAME MAY BE AMENDED,
AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"CREDIT AGREEMENT") AMONG MARVELL TECHNOLOGY GROUP LTD. ("BORROWER"), THE
LENDERS PARTY THERETO AND CREDIT SUISSE, CAYMAN ISLANDS BRANCH, AS
ADMINISTRATIVE AGENT.
AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING MEANINGS:
(A)
"EVENT OF DEFAULT":
AN EVENT OF DEFAULT UNDER AND AS DEFINED IN THE
CREDIT AGREEMENT.
(B)
"GUARANTEE": THE GUARANTEE AGREEMENT DATED AS OF NOVEMBER 8, 2006 AMONG
BORROWER, THE GUARANTORS PARTY THERETO (INCLUDING GRANTOR) AND THE BENEFICIARY.
(C)
"LOAN PARTIES": COLLECTIVELY, EACH BORROWER AND EACH GUARANTOR.
(D)
"OBLIGATIONS":
(I) ALL PRINCIPAL OF ALL LOANS OUTSTANDING FROM TIME TO
TIME UNDER THE CREDIT AGREEMENT, ALL INTEREST (INCLUDING POST PETITION INTEREST)
ON SUCH LOANS AND ALL OTHER AMOUNTS NOW OR HEREAFTER PAYABLE BY THE BORROWER
PURSUANT TO THE LOAN DOCUMENTS AND (II) ALL OBLIGATIONS (IF ANY) DESIGNATED BY
THE BORROWER AS ADDITIONAL OBLIGATIONS PURSUANT TO SECTION 6 OF THE GUARANTEE.
(E)
"POST-PETITION INTEREST": ANY INTEREST THAT ACCRUES AFTER THE COMMENCEMENT
OF ANY CASE, PROCEEDING OR OTHER ACTION RELATING TO THE BANKRUPTCY,