failure to do so shall not affect the
validity, enforceability or binding effect of such agreement.
[Remainder of Page Intentionally Blank]
115
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed and delivered by its officers thereunto duly authorized as of the
date first above written.
JAZZ SEMICONDUCTOR, INC.,
as a Borrower
By:
/s/ Shu Li
Name: Shu Li
Title: President and Chief Executive Officer
NEWPORT FAB, LLC,
as a Borrower
By:
/s/ Shu Li
Name: Shu Li
Title: President and Chief Executive Officer
JAZZ TECHNOLOGIES, INC.,
as Parent Guarantor
By:
/s/ Gilbert F. Amelio
Name: Gilbert F. Amelio
Title: Chairman and Chief Executive Officer
WACHOVIA CAPITAL FINANCE CORPORATION
(WESTERN),
as Agent and a Lender
By:
/s/ Kate W. Cook
Name: Kate W. Cook
Title: Managing Director
EXHIBIT A
to
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance")
dated as of _____________, 200_ is made between ________________________ (the
"Assignor") and ____________________ (the "Assignee").
WITNESSETH:
WHEREAS, Wachovia Capital Finance Corporation (Western), in its capacity as
agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on
behalf of the financial institutions which are parties thereto as lenders (in
such capacity, "Agent"), and the financial institutions which are parties to the
Loan Agreement as lenders (individually, each a "Lender" and collectively,
"Lenders") have entered or are about to enter into financing arrangements
pursuant to which Agent and Lenders may make loans and advances and provide
other financial accommodations to Jazz Semiconductor, Inc. and Newport Fab, LLC
(collectively, "Borrowers") as set forth in the Amended and Restated Loan and
Security Agreement, dated February 28, 2007, by and among Borrowers, certain of
their affiliates, Jazz Technologies, Inc., as parent guarantor, Agent and
Lenders (as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement"),
and the other agreements, documents and instruments referred to therein or at
any time executed and/or delivered in connection therewith or related thereto
(all of the foregoing, together with the Loan Agreement, as the same now exist
or may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced, being collectively referred to herein as the "Financing
Agreements");
WHEREAS, as provided under the Loan Agreement, Assignor committed to making
Loans (the "Committed Loans") to Borrowers in an aggregate amount not to exceed
$___________ (the "Commitment");
WHEREAS, Assignor wishes to assign to Assignee [part of the] [all] rights and
obligations of Assignor under the Loan Agreement in respect of its Commitment in
an amount equal to $______________ (the "Assigned Commitment Amount") on the
terms and subject to the conditions set forth herein and Assignee wishes to
accept assignment of such rights and to assume such obligations from Assignor on
such terms and subject to such conditions;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto