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Registration Rights Agreement
Registration Rights Agreement (75K)
Doc #114375: Click preview link for longer preview.
$350,000,000
FAIRCHILD SEMICONDUCTOR CORPORATION
10-1/2% SENIOR SUBORDINATED NOTES DUE FEBRUARY 1, 2009
REGISTRATION RIGHTS AGREEMENT
January 26, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION (acting through its affiliate,
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION)
LEHMAN BROTHERS INC.
DEUTSCHE BANK ALEX. BROWN INC.
FLEET SECURITIES, INC.
c/o CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, New York 10010-3629
Ladies and Gentlemen:
{PAGE} 2
Fairchild Semiconductor Corporation, a Delaware corporation ("FAIRCHILD"),
proposes to issue and sell to Credit Suisse First Boston Corporation (acting
through its affiliate, Donaldson, Lufkin & Jenrette Securities Corporation),
Lehman Brothers Inc., Deutsche Bank Alex. Brown Inc. and Fleet Securities, Inc.
(collectively, the "INITIAL PURCHASERS"), upon the terms set forth in a purchase
agreement dated January 26, 2001 (the "PURCHASE AGREEMENT"), $350,000,000
aggregate principal amount of its 10-1/2% Senior Subordinated Notes Due February
1, 2009 (the "INITIAL SECURITIES"). The Initial Securities will be
unconditionally guaranteed on a senior subordinated basis by Fairchild
Semiconductor International, Inc., a Delaware corporation ("FSC SEMICONDUCTOR"),
and each existing and subsequently organized domestic subsidiary of Fairchild
who become guarantors under the Credit Agreement (as defined in the Purchase
Agreement) (together with FSC Semiconductor, the "GUARANTORS" and, together with
Fairchild, the "Company"). The Initial Securities will be issued pursuant to an
Indenture, dated as of January 31, 2001 (the "INDENTURE"), among Fairchild, the
Guarantors and United States Trust Company of New York, as trustee (the
"TRUSTEE"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the several Initial Purchasers, for
the benefit of the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined below)
and the Private Exchange Securities (as defined below) (collectively the
"HOLDERS"), as follows:
1. Registered Exchange Offer. The Company shall, at its own cost, prepare
and, not later than 90 days after (or if the 90th day is not a business day, the
first business day thereafter) the date of original issue of the Initial
Securities (the "ISSUE DATE"), file with the Securities and Exchange Commission
(the "COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") on an appropriate form under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED
EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities (the "EXCHANGE SECURITIES") issued by Fairchild and
guaranteed by the Guarantors under the Indenture and identical in all material
respects to the Initial Securities (except for the transfer restrictions
relating to the Initial Securities and the provisions relating to the matters
described in Section 6 hereof) that would be registered under the Securities
Act. The Company shall use its reasonable best efforts to cause such Exchange
Offer Registration Statement to become effective under the Securities Act within
150 days (or if the 150th day is not a business day, the first business day
thereafter) after the Issue Date of the Initial Securities and shall keep the
Exchange Offer Registration Statement effective for not less than 30 days (or
longer, if required by applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE
OFFER REGISTRATION PERIOD").
If the Company effects the Registered Exchange Offer, the Company will be
entitled to close the Registered Exchange Offer 30 days after the commencement
thereof; provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.
Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities (as defined in Section 6
hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder's business and has no arrangements with any person to participate
in the distribution of the Exchange Securities and is not prohibited by any law
or policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.
114375
|
Fairchild
As referenced in this Registration Rights Agreement:
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC –
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC
_____________
Fairchild
Semiconductor International, Inc. – principal amount of its 10-1/2% Senior Subordinated Notes Due February
1, 2009 (the "INITIAL SECURITIES"). The Initial Securities will be
unconditionally guaranteed on a senior subordinated basis by Fairchild
Semiconductor International, Inc. , a Delaware corporation ("FSC SEMICONDUCTOR"),
and each existing and subsequently organized domestic subsidiary of Fairchild
who become guarantors under the Credit Agreement (as defined in the Purchase
Agreement) (together
_____________
FAIRCHILD SEMICONDUCTOR INTERNATIONAL,
INC. – Initial Purchasers, Fairchild and the Guarantors in accordance
with its terms.
Very truly yours,
FAIRCHILD SEMICONDUCTOR CORPORATION,
by
/s/ David A. Henry
-------------------------------------
Name: David A. Henry
Title: Vice President, Controller
FAIRCHILD SEMICONDUCTOR INTERNATIONAL,
INC. ,
by
/s/ David A. Henry
-------------------------------------
Name: David A. Henry
Title: Vice President, Controller
FAIRCHILD SEMICONDUCTOR CORPORATION OF
CALIFORNIA,
by
/s/ David A. Henry
-------------------------------------
Name: David A. Henry
Title: Vice
_____________
dt 1853793
;
Fairchild
As referenced in this Registration Rights Agreement:
Fairchild
Semiconductor International, Inc. – principal amount of its 10-1/2% Senior Subordinated Notes Due February
1, 2009 (the "INITIAL SECURITIES"). The Initial Securities will be
unconditionally guaranteed on a senior subordinated basis by Fairchild
Semiconductor International, Inc. , a Delaware corporation ("FSC SEMICONDUCTOR"),
and each existing and subsequently organized domestic subsidiary of Fairchild
who become guarantors under the Credit Agreement (as defined in the Purchase
Agreement) (together
_____________
FAIRCHILD SEMICONDUCTOR INTERNATIONAL,
INC. – Initial Purchasers, Fairchild and the Guarantors in accordance
with its terms.
Very truly yours,
FAIRCHILD SEMICONDUCTOR CORPORATION,
by
/s/ David A. Henry
-------------------------------------
Name: David A. Henry
Title: Vice President, Controller
FAIRCHILD SEMICONDUCTOR INTERNATIONAL,
INC. ,
by
/s/ David A. Henry
-------------------------------------
Name: David A. Henry
Title: Vice President, Controller
FAIRCHILD SEMICONDUCTOR CORPORATION OF
CALIFORNIA,
by
/s/ David A. Henry
-------------------------------------
Name: David A. Henry
Title: Vice
_____________
dt 1459325
;
 CSFB Corp.
As referenced in this Registration Rights Agreement:
CREDIT SUISSE FIRST BOSTON CORP – 10
$350,000,000
FAIRCHILD SEMICONDUCTOR CORPORATION
10-1/2% SENIOR SUBORDINATED NOTES DUE FEBRUARY 1, 2009
REGISTRATION RIGHTS AGREEMENT
January 26, 2001
CREDIT SUISSE FIRST BOSTON CORP ORATION (acting through its affiliate,
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION)
LEHMAN BROTHERS INC.
DEUTSCHE BANK ALEX. BROWN INC.
FLEET SECURITIES, INC.
c/o
_____________
CREDIT SUISSE FIRST BOSTON CORP – CORPORATION (acting through its affiliate,
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION)
LEHMAN BROTHERS INC.
DEUTSCHE BANK ALEX. BROWN INC.
FLEET SECURITIES, INC.
c/o CREDIT SUISSE FIRST BOSTON CORP ORATION
Eleven Madison Avenue
New York, New York 10010-3629
Ladies and Gentlemen:
{PAGE} 2
Fairchild Semiconductor Corporation, a Delaware corporation ("FAIRCHILD"),
proposes
_____________
Credit Suisse First Boston Corp – York, New York 10010-3629
Ladies and Gentlemen:
{PAGE} 2
Fairchild Semiconductor Corporation, a Delaware corporation ("FAIRCHILD"),
proposes to issue and sell to Credit Suisse First Boston Corp oration (acting
through its affiliate, Donaldson, Lufkin & Jenrette Securities Corporation),
Lehman Brothers Inc., Deutsche Bank Alex. Brown Inc. and Fleet Securities, Inc.
(collectively,
_____________
Credit Suisse First Boston Corp – a Holder of the Securities, at the most current address
given by such Holder to the Company.
(2) if to the Initial Purchasers;
Credit Suisse First Boston Corp oration
Eleven Madison Avenue
New York, NY 10010-3629
Fax No.: (212) 325-8278
Attn.: Transactions Advisory Group
with a copy to: Cravath,
_____________
Credit Suisse First Boston Corp – David A. Henry
Title: Vice President
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
Credit Suisse First Boston Corp oration (acting through its
affiliate Donaldson, Lufkin & Jenrette Securities Corporation)
Lehman Brothers Inc.
Deutsche Banc Alex. Brown Inc.
Fleet Securities, Inc.
by:
CREDIT
_____________
dt 99329
;
|
DTC
As referenced in this Registration Rights Agreement:
Depository Trust Company – Exchange Securities, as the case may be, in a form eligible for
deposit with The Depository Trust Company .
(l) The Company will comply with all rules and regulations of the
Commission to
dt 47750
;
Deutsche Banc
As referenced in this Registration Rights Agreement:
Deutsche Banc Alex. Brown – of the date first
above written.
Credit Suisse First Boston Corporation (acting through its
affiliate Donaldson, Lufkin & Jenrette Securities Corporation)
Lehman Brothers Inc.
Deutsche Banc Alex. Brown Inc.
Fleet Securities, Inc.
by:
CREDIT SUISSE FIRST BOSTON
CORPORATION,
by
/s/ William Spiro
-----------------------------------
Name: William Spiro
Title: Director
DONALDSON, LUFKIN & JENRETTE
SECURITIES
_____________
dt 189411
;
More... |
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Full Doc
| 2002 |
Registration Rights Agreement
Registration Rights Agreement (65K)
Doc #124994: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
November 12, 2002
Credit Suisse First Boston Corporation
As Representatives of the Several Purchasers
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Skyworks Solutions Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston Corporation (the
"INITIAL PURCHASER"), upon the terms set forth in a purchase agreement dated
November 6, 2002 (the "PURCHASE AGREEMENT"), $200,000,000 aggregate principal
amount (plus up to an additional $30,000,000 principal amount) of its 4 3/4%
Convertible Subordinated Notes due November 15, 2007 (the "INITIAL SECURITIES").
The Initial Securities will be convertible into shares of common stock, par
value $0.25 per share, of the Company (the "COMMON STOCK") at the conversion
price set forth in the Offering Circular dated November 6, 2002. The Initial
Securities will be issued pursuant to an Indenture, dated as of November 12,
2002, (the "INDENTURE"), among the Company and State Street Bank and Trust
Company, as trustee (the "TRUSTEE"). As an inducement to the Initial Purchaser
to enter into the Purchase Agreement, the Company agrees with the Initial
Purchaser, for the benefit of (i) the Initial Purchaser and (ii) the holders of
the Initial Securities and the Common Stock issuable upon conversion of the
Initial Securities (collectively, the "SECURITIES") from time to time until such
time as such Securities have been sold pursuant to a Shelf Registration
Statement (as defined below) (each of the forgoing a "HOLDER" and collectively
the "HOLDERS"), as follows:
1. Shelf Registration. (a) The Company shall, at its cost, prepare and,
as promptly as practicable (but in no event more than 90 days after the First
Closing Date (as defined in the Purchase Agreement) file with the Securities and
Exchange Commission (the "COMMISSION") and thereafter use its commercially
reasonable efforts to cause to be declared effective as soon as practicable a
registration statement on Form S-3 within 180 days of the First Closing Date,
(the "SHELF REGISTRATION STATEMENT") relating to the offer and sale of the
Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders
thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the Securities Act
of 1933, as amended (the "SECURITIES ACT") (hereinafter, the "SHELF
REGISTRATION"); provided, however, that no Holder (other than the Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound by
all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus
included therein (the "PROSPECTUS") to be lawfully delivered by the Holders of
the relevant Securities, for a period of two years (or for such longer period if
1
{PAGE}
extended pursuant to Section 2(h) below) from the date of its effectiveness or
such shorter period that will terminate when all the Securities covered by the
Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no
longer restricted securities (as defined in Rule 144(k) under the Securities
Act, or any successor rule thereof), assuming for this purpose that the Holders
thereof are not affiliates of the Company (in any such case, such period being
called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have
used its reasonable best efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any action that
would result in Holders of Securities covered thereby not being able to offer
and sell such Securities during that period, unless such action is (i) required
by applicable law or (ii) taken by the Company in good faith upon the occurrence
of any event contemplated by Section 2(b)(v) below, and the Company thereafter
complies with the requirements of Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Shelf Registration Statement and the
Prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement, amendment or supplement, (i) to comply in all
material respects with the applicable requirements of the Securities Act and the
rules and regulations of the Commission and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
2. Registration Procedures. In connection with the Shelf Registration
contemplated by Section 1 hereof, the following provisions shall apply:
(a) The Company shall (i) furnish to each Initial Purchaser, prior to
the filing thereof with the Commission, a copy of the Shelf Registration
Statement and each amendment thereof and each supplement, if any, to the
prospectus included therein and, in the event that each Initial Purchaser (with
respect to any portion of an unsold allotment from the original offering) is
participating in the Shelf Registration Statement, shall use reasonable best
efforts to reflect in each such document, when so filed with the Commission,
such comments as such Initial Purchaser reasonably may propose; and (ii) include
the names of the Holders who propose to sell Securities pursuant to the Shelf
Registration Statement as selling securityholders.
(b) The Company shall give written notice to the Initial Purchasers and
the Holders of the Securities (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the Prospectus
until the requisite changes have been made):
(i) when the Shelf Registration Statement or any amendment
thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has
become effective;
(ii) of any request by the Commission for amendments or
supplements to the Shelf Registration Statement or the prospectus
included therein or for additional information;
(iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose;
(iv) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(v) of the happening of any event that requires the Company to
make changes in the Shelf Registration Statement or the Prospectus in
order that the Shelf Registration Statement or the Prospectus does not
contain an untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to make the
statements therein (in the case of the
124994
|
Skyworks
As referenced in this Registration Rights Agreement:
SKYWORKS SOLUTIONS INC. –
{DOCUMENT}
{TYPE}EX-10.AA
{SEQUENCE}15
{FILENAME}b45002ssexv10waa.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT (CREDIT SUISSE)
{TEXT}
{PAGE}
Exhibit 10.aa
$200,000,000
SKYWORKS SOLUTIONS INC.
4 3/4% CONVERTIBLE SUBORDINATED
NOTES DUE NOVEMBER 15, 2007
REGISTRATION RIGHTS AGREEMENT
November 12, 2002
Credit Suisse First Boston Corporation
As Representatives of the Several Purchasers
Eleven Madison
_____________
Skyworks Solutions Inc. – 15, 2007
REGISTRATION RIGHTS AGREEMENT
November 12, 2002
Credit Suisse First Boston Corporation
As Representatives of the Several Purchasers
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Skyworks Solutions Inc. , a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston Corporation (the
"INITIAL PURCHASER"), upon the terms set forth in a purchase agreement dated
_____________
Skyworks Solutions Inc. – copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Attn: Kris F. Heinzelman, Esq.
(3) if to the Company, at its address as follows:
Skyworks Solutions Inc.
20 Sylvan Road
10
{PAGE}
Woburn, MA 01801
Attn: Chief Financial Officer
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attn: Gordon H.
_____________
Skyworks Solutions, Inc. – counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.
Very truly yours,
Skyworks Solutions, Inc.
by /s/ PAUL E. VINCENT
________________________________
Name: Paul E. Vincent
Title: Vice President
and Chief Financial
Officer
12
{PAGE}
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted
_____________
Skyworks Solutions, Inc. – the several Purchasers
13
{PAGE}
ANNEX A
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The undersigned beneficial holder of 4 3/4% Convertible Subordinated
Notes due 2007 (the "Notes") of Skyworks Solutions, Inc. (the "Company") or
Common Stock, par value $0.25 per share (the "Common Stock" and together with
the Notes, the "Registrable Securities"), of the Company understands that the
Company
_____________
dt 1461004
;
Skyworks
As referenced in this Registration Rights Agreement:
Skyworks Solutions, Inc. – counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.
Very truly yours,
Skyworks Solutions, Inc.
by /s/ PAUL E. VINCENT
________________________________
Name: Paul E. Vincent
Title: Vice President
and Chief Financial
Officer
12
{PAGE}
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted
_____________
Skyworks Solutions, Inc. – the several Purchasers
13
{PAGE}
ANNEX A
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The undersigned beneficial holder of 4 3/4% Convertible Subordinated
Notes due 2007 (the "Notes") of Skyworks Solutions, Inc. (the "Company") or
Common Stock, par value $0.25 per share (the "Common Stock" and together with
the Notes, the "Registrable Securities"), of the Company understands that the
Company
_____________
Skyworks Solutions, Inc
– be executed and delivered either in
person or by its duly authorized agent.
Dated: Beneficial Owner
By: ____________________________________
Name:
Title:
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:
Skyworks Solutions, Inc
20 Sylvan Road
Woburn, Massachusetts 01801
Attention: Paul E. Vincent, Chief Financial Officer
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attention: Gordon
_____________
dt 1461021
;
CSFB Corp.
As referenced in this Registration Rights Agreement:
Credit Suisse First Boston Corp – aa
$200,000,000
SKYWORKS SOLUTIONS INC.
4 3/4% CONVERTIBLE SUBORDINATED
NOTES DUE NOVEMBER 15, 2007
REGISTRATION RIGHTS AGREEMENT
November 12, 2002
Credit Suisse First Boston Corp oration
As Representatives of the Several Purchasers
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Skyworks Solutions Inc., a Delaware
_____________
Credit Suisse First Boston Corp – Avenue
New York, New York 10010-3629
Dear Sirs:
Skyworks Solutions Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston Corp oration (the
"INITIAL PURCHASER"), upon the terms set forth in a purchase agreement dated
November 6, 2002 (the "PURCHASE AGREEMENT"), $200,000,000
_____________
Credit Suisse First Boston Corp – a Holder of the Securities, at the most current address
given by such Holder to the Company.
(2) if to the Initial Purchasers;
Credit Suisse First Boston Corp oration
Eleven Madison Avenue
New York, NY 10010-3629
Fax No.: (212) 325-8278
Attention: Transactions Advisory Group
with a copy to:
Cravath,
_____________
CREDIT SUISSE FIRST BOSTON CORP – Chief Financial
Officer
12
{PAGE}
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
By: CREDIT SUISSE FIRST BOSTON CORP ORATION
by /s/ AMR ELSHAER
____________________________________
Name: Amr Elshaer
Title: Director
Acting on behalf of itself and as the
Representative of the several
_____________
dt 99333
;
|
DTC
As referenced in this Registration Rights Agreement:
Depository Trust Company – with printed certificates for the Initial Securities, in a form
eligible for deposit with The Depository Trust Company .
(j) The Company will comply with all rules and regulations of the
Commission to
dt 47874
;
 Cravath
As referenced in this Registration Rights Agreement:
Cravath, Swaine – 10010-3629
Fax No.: (212) 325-8278
Attention: Transactions Advisory Group
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Attn: Kris F.
dt 35091
;
Testa Hurwitz
As referenced in this Registration Rights Agreement:
Testa, Hurwitz – Sylvan Road
10
{PAGE}
Woburn, MA 01801
Attn: Chief Financial Officer
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attn: Gordon H. Hayes, Esq.
All
Testa, Hurwitz – Road
Woburn, Massachusetts 01801
Attention: Paul E. Vincent, Chief Financial Officer
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attention: Gordon H. Hayes
A-4
{/
dt 31614
|
| Preview
Full Doc
| 2003 |
Registration Rights Agreement
Registration Rights Agreement (69K)
Doc #125409: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
by and among
RF MICRO DEVICES, INC.,
as Issuer
and
THE INITIAL PURCHASERS NAMED HEREIN
Dated as of July 1, 2003
{PAGE}
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of July
1, 2003 by and among RF Micro Devices, Inc., a North Carolina corporation (the
"Company"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Thomas Weisel Partners LLC (each, an "Initial Purchaser" and
collectively, the "Initial Purchasers") pursuant to the Purchase Agreement,
dated June 25, 2003 (the "Purchase Agreement"), among the Company and the
Initial Purchasers. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution of this Agreement is a condition to
the closing under the Purchase Agreement.
The Company agrees with the Initial Purchasers, (i) for their benefit
as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein) and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issued upon conversion of the Notes (each of the
foregoing a "Holder" and, together, the "Holders"), as follows:
SECTION 1. DEFINITIONS. Capitalized terms used herein without
definition have their respective meanings set forth in the Purchase Agreement.
As used in this Agreement, the following terms have the following meanings:
"Additional Interest" has the meaning set forth in Section 2(e) hereof.
"Additional Interest Accrual Period" has the meaning set forth in
Section 2(e) hereof.
"Additional Interest Payment Date" means each interest payment date
under the Indenture.
"Affiliate" with respect to any specified person, means an "affiliate,"
as defined in Rule 144, of such person.
"Amendment Effectiveness Deadline Date" has the meaning set forth in
Section 2(d) hereof.
"Applicable Conversion Price" as of any date of determination means the
Conversion Price in effect as of such date of determination or, if no Notes are
then outstanding, the Conversion Price that would be in effect were Notes then
outstanding.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.
"Common Stock" means the shares of common stock, no par value, of the
Company and any other shares of common stock as may constitute "Common Stock"
for purposes of the Indenture, including the Underlying Common Stock.
"Company" has the meaning set forth in the first paragraph of this
Agreement and also includes the Company's successors.
"Conversion Price" has the meaning assigned such term in the Indenture.
"Deferral Notice" has the meaning set forth in Section 3(i) hereof.
"Deferral Period" has the meaning set forth in Section 3(i) hereof.
"Effectiveness Deadline Date" has the meaning set forth in Section 2(a)
hereof.
125409
|
RF Micro
As referenced in this Registration Rights Agreement:
RF MICRO DEVICES, INC. –
{DOCUMENT}
{TYPE}EX-4
{SEQUENCE}4
{FILENAME}ex4_8.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
REGISTRATION RIGHTS AGREEMENT
by and among
RF MICRO DEVICES, INC. ,
as Issuer
and
THE INITIAL PURCHASERS NAMED HEREIN
Dated as of July 1, 2003
{PAGE}
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of July
1, 2003
_____________
RF Micro Devices, Inc. – and
THE INITIAL PURCHASERS NAMED HEREIN
Dated as of July 1, 2003
{PAGE}
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of July
1, 2003 by and among RF Micro Devices, Inc. , a North Carolina corporation (the
"Company"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Thomas Weisel Partners LLC (each, an "Initial Purchaser" and
collectively, the "Initial Purchasers")
_____________
RF Micro Devices, Inc. – a Notice Holder, at the most current address given
by such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;
(3) if to the Company, to:
RF Micro Devices, Inc.
7625 Thorndike Road
Greensboro, NC 27409
Attention: Dean Priddy, Chief Financial Officer
Telecopy No.: (336) 931-7578
with a copy to:
Womble Carlyle Sandridge & Rice, PLLC
200 West Second
_____________
RF MICRO DEVICES, INC. – which shall remain in effect in accordance with
its terms.
[Signature page follows]
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
RF MICRO DEVICES, INC.
By: /s/ Robert A. Bruggeworth
-----------------------------
Name: Robert A. Bruggeworth
Title: President and Chief Executive Officer
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date
_____________
dt 1475238
;
RF Micro
As referenced in this Registration Rights Agreement:
RF MICRO DEVICES, INC. –
{DOCUMENT}
{TYPE}EX-4
{SEQUENCE}4
{FILENAME}ex4_8.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
REGISTRATION RIGHTS AGREEMENT
by and among
RF MICRO DEVICES, INC. ,
as Issuer
and
THE INITIAL PURCHASERS NAMED HEREIN
Dated as of July 1, 2003
{PAGE}
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of July
1, 2003
_____________
RF Micro Devices, Inc. – and
THE INITIAL PURCHASERS NAMED HEREIN
Dated as of July 1, 2003
{PAGE}
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of July
1, 2003 by and among RF Micro Devices, Inc. , a North Carolina corporation (the
"Company"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Thomas Weisel Partners LLC (each, an "Initial Purchaser" and
collectively, the "Initial Purchasers")
_____________
RF Micro Devices, Inc. – a Notice Holder, at the most current address given
by such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;
(3) if to the Company, to:
RF Micro Devices, Inc.
7625 Thorndike Road
Greensboro, NC 27409
Attention: Dean Priddy, Chief Financial Officer
Telecopy No.: (336) 931-7578
with a copy to:
Womble Carlyle Sandridge & Rice, PLLC
200 West Second
_____________
RF MICRO DEVICES, INC. – which shall remain in effect in accordance with
its terms.
[Signature page follows]
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
RF MICRO DEVICES, INC.
By: /s/ Robert A. Bruggeworth
-----------------------------
Name: Robert A. Bruggeworth
Title: President and Chief Executive Officer
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date
_____________
dt 1475255
;
Thomas Weisel
As referenced in this Registration Rights Agreement:
Thomas Weisel Partners LLC – by and among RF Micro Devices, Inc., a North Carolina corporation (the
"Company"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Thomas Weisel Partners LLC (each, an "Initial Purchaser" and
collectively, the "Initial Purchasers") pursuant to the Purchase Agreement,
dated June 25, 2003 (the "Purchase Agreement"), among
_____________
THOMAS WEISEL PARTNERS LLC
– Rights Agreement is hereby confirmed and accepted as
of the date first above written.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
THOMAS WEISEL PARTNERS LLC
By: MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ Gopal Garuda
-----------------
Authorized Signatory
For themselves and the Initial Purchasers named in Schedule
_____________
dt 266161
;
|
DTC
As referenced in this Registration Rights Agreement:
Depository Trust Company – certificates
for the Registrable Securities that are in a form eligible for deposit with The
Depository Trust Company .
(n) Use reasonable efforts to cause the Underlying Common Stock to
be listed on
Depository Trust Company – expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company ), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to
dt 47917
;
First Union
As referenced in this Registration Rights Agreement:
First Union National Bank, – set forth in the second paragraph of this
Agreement.
"Indenture" means the Indenture dated as of the date hereof between the
Company and First Union National Bank, as trustee, pursuant to which the Notes
are being issued.
"Initial Purchasers" has the meaning set forth in the first paragraph
of
_____________
dt 184159
;
More... |
| Preview
Full Doc
| 2002 |
Registration Rights Agreement
Registration Rights Agreement (65K)
Doc #149365: Click preview link for longer preview.
SKYWORKS SOLUTIONS, INC.
15% CONVERTIBLE NOTES DUE JUNE 30,2005
15% SENIOR CONVERTIBLE NOTES DUE JUNE 30,2005
REGISTRATION RIGHTS AGREEMENT
November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
Skyworks Solutions, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and deliver to Conexant Systems, Inc., a Delaware corporation
("Conexant"), upon the terms and conditions set forth in the Refinancing
Agreement dated as of November 6,2002 by and between Conexant and the Company
(the "REFINANCING AGREEMENT") $45,000,000 aggregate principal amount of its 15%
Convertible Notes Due June 30,2005 (the "INTERIM CONVERTIBLE NOTES") which are
exchangeable for an equal aggregate principal amount of 15% Senior Convertible
Notes Due June 30,2005 (the "SENIOR CONVERTIBLE NOTES"). The Interim Convertible
Notes and Senior Convertible Notes will be convertible into shares of common
stock, par value $.25 per share, of the Company (the "COMMON STOCK") at the
conversion price set forth therein (the "CONVERSION PRICE"). The Senior
Convertible Notes will be issued pursuant to an Indenture (the "INDENTURE"), by
and between the Company and a trustee to be reasonably agreed between the
Company and Conexant (the "TRUSTEE"). As an inducement to Conexant to enter into
the Refinancing Agreement, the Company agrees with Conexant, for the benefit of
(i) Conexant and (ii) the holders of the Senior Convertible Notes and the Common
Stock issuable upon conversion of the Interim Convertible Notes and the Senior
Convertible Notes (collectively, the "SECURITIES") from time to time until such
time as the Securities have been sold pursuant to a Shelf Registration Statement
(as defined below) (each of the forgoing, including Conexant, a "HOLDER" and
collectively, the "HOLDERS"), as follows:
1. Shelf Registration. (a) The Company shall, at its cost, prepare
and, as promptly as practicable (but in no event more than 45 days after the
date hereof) file with the Securities and Exchange Commission (the "COMMISSION")
and thereafter use its commercially reasonable efforts to cause to be declared
effective as soon as practicable a registration statement on Form S-3 within 90
days after the date hereof (the
{PAGE}
"SHELF REGISTRATION STATEMENT") relating to the offer and sale of the Transfer
Restricted Securities (as defined in Section 5 hereof) by the Holders thereof
from time to time in accordance with the methods of distribution set forth in
the Shelf Registration Statement and Rule 415 under the Securities Act of 1933,
as amended (the "SECURITIES ACT") (hereinafter, the "SHELF REGISTRATION");
provided, however, that no Holder (other than Conexant) shall be entitled to
have the Securities held by it covered by the Shelf Registration Statement
unless the Holder agrees in writing to be bound by all the provisions of this
Agreement applicable to the Holder.
(b) The Company shall use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective in order to permit the
prospectus included therein (the "PROSPECTUS") to be lawfully delivered by the
Holders of the relevant Securities for a period beginning from the date of its
effectiveness and ending on December 31,2005 (or for such longer period if
extended pursuant to Section 2(h) below) or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement
(i) have been sold pursuant thereto or (ii) are no longer restricted securities
(as defined in Rule 144(k) under the Securities Act, or any successor rule
thereof) and if Conexant is a Holder, it is not then an affiliate of the Company
(in any such case, such period being called the "SHELF REGISTRATION PERIOD").
The Company shall be deemed not to have used its reasonable best efforts to keep
the Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of Securities covered
thereby not being able to offer and sell the Securities during that period,
unless such action is (i) required by applicable law or (ii) taken by the
Company in good faith upon the occurrence of any event contemplated by Section
2(b)(v) below, and the Company thereafter complies with the requirements of
Section 2(h).
(c) Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Shelf Registration Statement and the
Prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement, amendment or supplement, (i) to comply in all
material respects with the applicable requirements of the Securities Act and the
rules and regulations of the Commission and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
2. Registration Procedures. In connection with the Shelf
Registration contemplated by Section 1 hereof, the following provisions shall
apply:
(a) The Company shall (i) furnish to Conexant, prior to the filing
thereof with the Commission, a copy of the Shelf Registration Statement and each
amendment thereof and each supplement, if any, to the Prospectus included
therein and, in the event that Conexant is participating in the Shelf
Registration Statement, shall use its reasonable best efforts to reflect in each
such document, when so filed with the
2
{PAGE}
Commission, such comments as Conexant reasonably may propose; and (ii) include
the names of the Holders who propose to sell Securities pursuant to the Shelf
Registration Statement as selling securityholders.
(b) The Company shall give written notice to the Holders of the
Securities (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes have been made):
(i) when the Shelf Registration Statement or any amendment thereto
has been filed with the Commission and when the Shelf Registration Statement
or any post-effective amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements
to the Shelf Registration Statement or the Prospectus included therein or
for additional information;
(iii) of the issuance by the Commission of any stop order suspending
the effectiveness of the Shelf Registration Statement or the initiation of
any proceedings for that purpose;
(iv) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose; and
(v) of the happening of any event that requires the Company to make
changes in the Shelf Registration Statement or the Prospectus in order that
the Shelf Registration Statement or the Prospectus does not contain an
untrue statement of a material fact nor omit to state a material fact
required to be stated therein or necessary to make the statements therein
(in the case of the Prospectus, in light of the circumstances under which
they were made) not misleading, which written notice need not provide any
detail as to the nature of such event.
(c) The Company shall make every reasonable effort to obtain the
withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Shelf Registration Statement.
(d) The Company shall furnish to each Holder of the Securities
included within the coverage of the Shelf Registration, without charge, at least
one copy of the Shelf Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto (including those, if any, incorporated
by reference).
149365
|
Conexant
As referenced in this Registration Rights Agreement:
Conexant Systems, Inc. – Exhibit 10.bb
$45,000,000
SKYWORKS SOLUTIONS, INC.
15% CONVERTIBLE NOTES DUE JUNE 30,2005
15% SENIOR CONVERTIBLE NOTES DUE JUNE 30,2005
REGISTRATION RIGHTS AGREEMENT
November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
Skyworks Solutions, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and deliver to Conexant Systems, Inc., a Delaware
_____________
Conexant Systems, Inc. – November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
Skyworks Solutions, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and deliver to Conexant Systems, Inc. , a Delaware corporation
("Conexant"), upon the terms and conditions set forth in the Refinancing
Agreement dated as of November 6,2002 by and between Conexant and the Company
(the "
_____________
Conexant Systems, Inc. – communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:
(1) if to Conexant:
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660-3095
Fax No.: (949) 483-6388
Attention: Dennis E. O'Reilly
Senior Vice President, General
Counsel and Secretary
with a copy to:
_____________
CONEXANT SYSTEMS, INC. – David J. Aldrich
--------------------
Name: David J. Aldrich
Title: President and Chief Executive Officer
The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date first above written.
CONEXANT SYSTEMS, INC.
By: /s/ Balakrishnan S. Iyer
--------------------------------
Name: Balakrishnan S. Iyer
Title: Senior Vice President and
Chief Financial Officer
18
{PAGE}
SKYWORKS SOLUTIONS, INC.
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
_____________
Conexant Systems, Inc. – Securities Act"), of the Registrable Securities in accordance with the
terms of the Registration Rights Agreement dated as of November 12,2002 (the
"Registration Rights Agreement") between the Company and Conexant Systems, Inc. ,
a Delaware corporation. A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below. All capitalized
terms not otherwise defined
_____________
dt 1458837
;
Conexant
As referenced in this Registration Rights Agreement:
Conexant Systems, Inc. – Exhibit 10.bb
$45,000,000
SKYWORKS SOLUTIONS, INC.
15% CONVERTIBLE NOTES DUE JUNE 30,2005
15% SENIOR CONVERTIBLE NOTES DUE JUNE 30,2005
REGISTRATION RIGHTS AGREEMENT
November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
Skyworks Solutions, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and deliver to Conexant Systems, Inc., a Delaware
_____________
Conexant Systems, Inc. – November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
Skyworks Solutions, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and deliver to Conexant Systems, Inc. , a Delaware corporation
("Conexant"), upon the terms and conditions set forth in the Refinancing
Agreement dated as of November 6,2002 by and between Conexant and the Company
(the "
_____________
Conexant Systems, Inc. – communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:
(1) if to Conexant:
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660-3095
Fax No.: (949) 483-6388
Attention: Dennis E. O'Reilly
Senior Vice President, General
Counsel and Secretary
with a copy to:
_____________
CONEXANT SYSTEMS, INC. – David J. Aldrich
--------------------
Name: David J. Aldrich
Title: President and Chief Executive Officer
The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date first above written.
CONEXANT SYSTEMS, INC.
By: /s/ Balakrishnan S. Iyer
--------------------------------
Name: Balakrishnan S. Iyer
Title: Senior Vice President and
Chief Financial Officer
18
{PAGE}
SKYWORKS SOLUTIONS, INC.
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
_____________
Conexant Systems, Inc. – Securities Act"), of the Registrable Securities in accordance with the
terms of the Registration Rights Agreement dated as of November 12,2002 (the
"Registration Rights Agreement") between the Company and Conexant Systems, Inc. ,
a Delaware corporation. A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below. All capitalized
terms not otherwise defined
_____________
dt 1458912
;
Skyworks
As referenced in this Registration Rights Agreement:
SKYWORKS SOLUTIONS, INC. –
{DOCUMENT}
{TYPE}EX-10.BB
{SEQUENCE}16
{FILENAME}b45002ssexv10wbb.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT (CONEXANT)
{TEXT}
{PAGE}
Exhibit 10.bb
$45,000,000
SKYWORKS SOLUTIONS, INC.
15% CONVERTIBLE NOTES DUE JUNE 30,2005
15% SENIOR CONVERTIBLE NOTES DUE JUNE 30,2005
REGISTRATION RIGHTS AGREEMENT
November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach,
_____________
Skyworks Solutions, Inc. – JUNE 30,2005
15% SENIOR CONVERTIBLE NOTES DUE JUNE 30,2005
REGISTRATION RIGHTS AGREEMENT
November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
Skyworks Solutions, Inc. , a Delaware corporation (the "COMPANY"),
proposes to issue and deliver to Conexant Systems, Inc., a Delaware corporation
("Conexant"), upon the terms and conditions set forth in the Refinancing
Agreement
_____________
Skyworks Solutions, Inc. – Peter R. Kolyer, Esq.
(2) if to any other Holder of the Securities, at the most current
address given by the Holder to the Company;
(3) if to the Company:
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801
Fax No.: [ ]
Attention: Chief Financial Officer
15
{PAGE}
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attention:
_____________
SKYWORKS SOLUTIONS, INC. – the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between Conexant and the Company in accordance with its terms.
Very truly yours,
SKYWORKS SOLUTIONS, INC.
By:/s/ David J. Aldrich
--------------------
Name: David J. Aldrich
Title: President and Chief Executive Officer
The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date
_____________
SKYWORKS SOLUTIONS, INC. – accepted as of the
date first above written.
CONEXANT SYSTEMS, INC.
By: /s/ Balakrishnan S. Iyer
--------------------------------
Name: Balakrishnan S. Iyer
Title: Senior Vice President and
Chief Financial Officer
18
{PAGE}
SKYWORKS SOLUTIONS, INC.
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The undersigned is the beneficial holder of 15% Convertible Senior
Subordinated Notes due June 30,2005 (the "Notes") of Skyworks Solutions, Inc.,
_____________
dt 1461009
;
|
Skyworks
As referenced in this Registration Rights Agreement:
SKYWORKS SOLUTIONS, INC. –
{DOCUMENT}
{TYPE}EX-10.BB
{SEQUENCE}16
{FILENAME}b45002ssexv10wbb.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT (CONEXANT)
{TEXT}
{PAGE}
Exhibit 10.bb
$45,000,000
SKYWORKS SOLUTIONS, INC.
15% CONVERTIBLE NOTES DUE JUNE 30,2005
15% SENIOR CONVERTIBLE NOTES DUE JUNE 30,2005
REGISTRATION RIGHTS AGREEMENT
November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach,
_____________
Skyworks Solutions, Inc. – JUNE 30,2005
15% SENIOR CONVERTIBLE NOTES DUE JUNE 30,2005
REGISTRATION RIGHTS AGREEMENT
November 12,2002
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660-3095
Dear Sirs:
Skyworks Solutions, Inc. , a Delaware corporation (the "COMPANY"),
proposes to issue and deliver to Conexant Systems, Inc., a Delaware corporation
("Conexant"), upon the terms and conditions set forth in the Refinancing
Agreement
_____________
Skyworks Solutions, Inc. – Peter R. Kolyer, Esq.
(2) if to any other Holder of the Securities, at the most current
address given by the Holder to the Company;
(3) if to the Company:
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801
Fax No.: [ ]
Attention: Chief Financial Officer
15
{PAGE}
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attention:
_____________
SKYWORKS SOLUTIONS, INC. – the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between Conexant and the Company in accordance with its terms.
Very truly yours,
SKYWORKS SOLUTIONS, INC.
By:/s/ David J. Aldrich
--------------------
Name: David J. Aldrich
Title: President and Chief Executive Officer
The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date
_____________
SKYWORKS SOLUTIONS, INC. – accepted as of the
date first above written.
CONEXANT SYSTEMS, INC.
By: /s/ Balakrishnan S. Iyer
--------------------------------
Name: Balakrishnan S. Iyer
Title: Senior Vice President and
Chief Financial Officer
18
{PAGE}
SKYWORKS SOLUTIONS, INC.
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The undersigned is the beneficial holder of 15% Convertible Senior
Subordinated Notes due June 30,2005 (the "Notes") of Skyworks Solutions, Inc.,
_____________
dt 1461026
;
Chadbourne
As referenced in this Registration Rights Agreement:
Chadbourne & Parke – Dennis E. O'Reilly
Senior Vice President, General
Counsel and Secretary
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Fax No.: (212) 541-5369
Attention: Peter
dt 34751
;
Testa Hurwitz
As referenced in this Registration Rights Agreement:
Testa, Hurwitz – Woburn, MA 01801
Fax No.: [ ]
Attention: Chief Financial Officer
15
{PAGE}
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attention: Gordon H. Hayes, Esq.
All
Testa, Hurwitz – Road
Woburn, Massachusetts 01801
Attention: Paul E. Vincent, Chief Financial Officer
with a copy to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
Attention: Gordon H. Hayes, Esq.
A-
dt 31620
|
| Preview
Full Doc
| 2003 |
Letter Agreement Re: Management Rights
Letter Agreement Re: Management Rights (3K)
Doc #189750: Click preview link for longer preview.
STAKTEK HOLDINGS, INC.
300 West Sixth Street, Suite 2300
Austin, Texas 78701
August 19, 2003
Austin Ventures VII, LP
300 West Sixth Street, Suite 2300
Austin, Texas 78701
Attn: Joseph C. Aragona
Austin Ventures VIII, LP
300 West Sixth Street, Suite 2300
Austin, Texas 78701
Attn: Joseph C. Aragona
Re: Management Rights
Gentlemen:
This letter will confirm our agreement that pursuant to and effective as of your purchase of Common Stock (the Stock) of Staktek Holdings, Inc., a Delaware corporation (the Company), you (together with your designees, the Investor), shall be entitled, so long as you hold (beneficially or otherwise) the Stock or any shares of capital stock of the Company to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing and as otherwise required by law:
1. Each Investor shall be entitled to consult with and advise management of the Company on significant business issues, including managements proposed annual operating plans, and management will meet with you regularly during each year at the Companys facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans.
2. Each Investor may examine the books and records of the Company and inspect its facilities and may request information at reasonable times and intervals concerning the general status of the Companys financial condition and operations, provided that access to highly confidential proprietary information and facilities need not be provided.
189750
|
Staktek
As referenced in this Letter Agreement Re: Management Rights:
STAKTEK HOLDINGS, INC. –
Letter Agreement, dated August 19, 2003-Regarding Management Rights
EX-10.3 21 dex103.htm LETTER AGREEMENT, DATED AUGUST 19, 2003-REGARDING MANAGEMENT RIGHTS
Exhibit 10.3
STAKTEK HOLDINGS, INC.
300 West Sixth Street, Suite 2300
Austin, Texas 78701
August 19, 2003
Austin Ventures VII, LP
300 West Sixth Street, Suite 2300
Austin, Texas 78701
Attn: Joseph C. Aragona
_____________
Staktek Holdings, Inc. – 78701
Attn: Joseph C. Aragona
Re: Management Rights
Gentlemen:
This letter will confirm our agreement that pursuant to and effective as of your purchase of Common Stock (the Stock) of Staktek Holdings, Inc. , a Delaware corporation (the Company), you (together with your designees, the Investor), shall be entitled, so long as you hold (beneficially or otherwise) the Stock or any shares of
_____________
STAKTEK HOLDINGS, INC. – Act of 1933 in connection with the firm commitment underwritten offering of its securities to the general public. The confidentiality provisions hereof will survive any such termination.
Very truly yours,
STAKTEK HOLDINGS, INC.
By:
/s/ Joseph C. Aragona
Joseph C. Aragona
President
AGREED TO AND ACCEPTED THIS 19th DAY OF AUGUST, 2003:
AUSTIN VENTURES VII, L.P.
By:
AV Partners VII, L.
_____________
dt 1465818
;
Staktek
As referenced in this Letter Agreement Re: Management Rights:
STAKTEK HOLDINGS, INC. –
Letter Agreement, dated August 19, 2003-Regarding Management Rights
EX-10.3 21 dex103.htm LETTER AGREEMENT, DATED AUGUST 19, 2003-REGARDING MANAGEMENT RIGHTS
Exhibit 10.3
STAKTEK HOLDINGS, INC.
300 West Sixth Street, Suite 2300
Austin, Texas 78701
August 19, 2003
Austin Ventures VII, LP
300 West Sixth Street, Suite 2300
Austin, Texas 78701
Attn: Joseph C. Aragona
_____________
Staktek Holdings, Inc. – 78701
Attn: Joseph C. Aragona
Re: Management Rights
Gentlemen:
This letter will confirm our agreement that pursuant to and effective as of your purchase of Common Stock (the Stock) of Staktek Holdings, Inc. , a Delaware corporation (the Company), you (together with your designees, the Investor), shall be entitled, so long as you hold (beneficially or otherwise) the Stock or any shares of
_____________
STAKTEK HOLDINGS, INC. – Act of 1933 in connection with the firm commitment underwritten offering of its securities to the general public. The confidentiality provisions hereof will survive any such termination.
Very truly yours,
STAKTEK HOLDINGS, INC.
By:
/s/ Joseph C. Aragona
Joseph C. Aragona
President
AGREED TO AND ACCEPTED THIS 19th DAY OF AUGUST, 2003:
AUSTIN VENTURES VII, L.P.
By:
AV Partners VII, L.
_____________
dt 1465841
;
| Austin Ventures VII, LP;
Austin Ventures VIII, LP
|
| Preview
Full Doc
| 2001 |
Registration Rights Agreement
Registration Rights Agreement (98K)
Doc #316806: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.5
{SEQUENCE}6
{FILENAME}c21205_ex5.txt
{DESCRIPTION}EXHIBIT 99.5
{TEXT}
Exhibit 99.5
EXECUTION COPY
$50,000,000
CHIPPAC, INC.
8% CONVERTIBLE SUBORDINATED NOTES DUE JUNE 15, 2011
REGISTRATION RIGHTS AGREEMENT
June 22, 2001
Citicorp Mezzanine III, L.P.
399 Park Avenue
New York, New York 10043
Dear Sirs:
ChipPAC, Inc., a Delaware corporation (the "COMPANY"), proposes to
issue and sell to Citicorp Mezzanine III, L.P. (the "PURCHASER"), upon the terms
set forth in a purchase agreement, dated as of June 11, 2001 (the "PURCHASE
AGREEMENT"), $50,000,000 aggregate principal amount of its 8% Convertible
Subordinated Notes due 2011 (the "NOTES"). The Notes will be issued pursuant to
an Indenture, dated as of June 15, 2001 (the "INDENTURE"), between the Company
and Firstar Bank, N.A. as Trustee (the "TRUSTEE"). Under the terms of the
Indenture, the Notes are convertible, in whole or in part, into shares of the
Company's Class A common stock, $.01 par value per share (the "CONVERSION
SHARES"; the Notes and the Conversion Shares are collectively referred to as the
"Securities"), at the option of the holders thereof at any time following the
date of original issuance thereof at the Conversion Price (as defined in the
Notes) set forth in the Notes, as adjusted from time to time pursuant to the
Indenture.
As an inducement to the Purchaser to enter into the Purchase Agreement,
the Company agrees with the Purchaser, for the benefit of the holder(s) of the
Notes, from time to time, (including, without limitation, the Purchaser) and the
holder(s), from time to time, of the Conversion Shares (collectively, the
"HOLDERS"), as follows:
1. RESALE SHELF REGISTRATION.
(a) The Company shall, at its cost, use its commercially
reasonable efforts to file as promptly as practicable (but in no event
more than 150 days after the Closing Date (as defined in the Purchase
Agreement)) with the Securities and Exchange Commission (the
"COMMISSION") and thereafter shall use commercially reasonable efforts
to cause to be declared effective a registration statement (the "SHELF
REGISTRATION STATEMENT") on an appropriate form under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), within 220 days of the
Closing Date, relating to the offer and sale of the Transfer Restricted
Securities (as defined in Section 8(d) hereof) by the Holders thereof
from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the "SHELF REGISTRATION");
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Registration Rights Agreement - Page 2
PROVIDED, HOWEVER, that no Holder (other than the Purchaser) shall be
entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound
by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use commercially reasonable efforts to keep
the Shelf Registration Statement continuously effective in order to
permit the prospectus included therein to be lawfully delivered by the
Holders of the relevant Transfer Restricted Securities, for a period of
two (2) years (or for such longer period if extended pursuant to
Section 2(h) below or by the last sentence of this Section 1(b)) from
the date of its effectiveness or such shorter period that will
terminate when all the Transfer Restricted Securities covered by the
Shelf Registration Statement (i) have been sold pursuant thereto or
(ii) are no longer Transfer Restricted Securities as defined in Section
8(d) hereof (in any such case, such period being called the "SHELF
REGISTRATION PERIOD"). The Company shall be deemed not to have used its
commercially reasonable efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes
any action that would result in Holders of Securities covered thereby
not being able to offer and sell such Transfer Restricted Securities
during that period, unless (i) such action is required by applicable
law or (ii) upon the occurrence of any event contemplated by Section
2(b)(v) below, such action is taken by the Company in good faith and
for valid business reasons and the Company thereafter complies with the
requirements of Section 2(h) hereof. Notwithstanding anything herein |