10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-32832

Jazz Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3320580
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4321 Jamboree Road Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

(949) 435-8000

Registrant’s telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes xNo o

(Note:  As a voluntary filer not subject to the filing requirements, the Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months).

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes oNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer or a “smaller reporting company”. See definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting companyo

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes oNo x

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format permitted by General Instruction H(2).

JAZZ TECHNOLOGIES, INC.

Table of Contents

PART I — FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Unaudited Condensed Consolidated Balance Sheets	1
		Unaudited Condensed Consolidated Statements of Operations	2
		Unaudited Condensed Consolidated Statements of Cash Flows	3
		Notes to Unaudited Condensed Consolidated Financial Statements	4-10
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11-13
	Item 4.	Controls and Procedures	13
PART II — OTHER INFORMATION			13
	Item 1.	Legal Proceedings	13
	Item 1A.	Risk Factors	14
	Item 6.	Exhibits	14
SIGNATURES			15
Index to Exhibits			15

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PART I — FINANCIAL INFORMATION

Item 1.   Financial Statements

Jazz Technologies, Inc. (A Wholly Owned Subsidiary of

 Tower Semiconductor, Ltd.) and Subsidiaries

Consolidated Balance Sheets

 (in thousands)

	June 30, 2010			December 31,  2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	40,061		$	28,622
Receivables: Trade receivables, net of allowance for doubtful accounts of $670 and $877 at June 30, 2010 and December 31, 2009, respectively		30,975			23,664
Due from related party		888			25
Inventories		13,262			11,828
Deferred tax asset		5,219			7,177
Prepaid expenses and other current assets		2,416			2,918
Total current assets		92,821			74,234
Property, plant and equipment, net		98,033			96,194
Investments		17,100			17,100
Intangible assets, net		50,711			53,029
Goodwill		7,000			7,000
Other assets		312			203
Total assets	$	265,977		$	247,760
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt from banks	$	12,000		$	7,000
Accounts payable		14,240			14,267
Due to related party		4,867			7,799
Accrued compensation and benefits		7,670			5,862
Deferred revenues		3,171			2,506
Accrued interest		4,939			577
Other current liabilities		9,070			6,003
Total current liabilities		55,957			44,014
Long term liabilities:
Long-term debt from banks		10,000			20,000
Convertible notes		113,722			110,971
Deferred tax liability		11,195			11,195
Accrued pension, retirement medical plan obligations and other long-term liabilities		11,991			11,734
Total liabilities		202,865			197,914
Stockholder’s equity:
Additional paid-in capital		50,070			50,070
Cumulative stock based compensation		732			427
Accumulated other comprehensive loss (*)		(1,298	)		(1,344	)
Retained earnings		13,608			693
Total stockholders’ equity		63,112			49,846
Total liabilities and stockholders’ equity	$	265,977		$	247,760

(*) Accumulated other comprehensive loss includes mainly net changes between pension plan assets and employees benefit obligation, net of taxes.  See accompanying notes.

1

Jazz Technologies, Inc. (A Wholly Owned Subsidiary of

 Tower Semiconductor, Ltd.) and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In thousands)

	Three months ended						Six months ended
	June 30, 2010			June 30, 2009			June 30, 2010			June 30, 2009
Net revenues	$	60,150		$	31,092		$	114,056		$	60,271
Cost of revenues		35,808			24,142			69,780			51,797
Gross profit		24,342			6,950			44,276			8,474
Operating expenses:
Research and development		3,315			3,441			6,596			5,898
Selling, general and administrative		5,868			3,534			10,202			7,576
Amortization of intangible assets		197			196			394			393
Total operating expenses		9,380			7,171			17,192			13,867
Operating income (loss)		14,962			(221	)		27,084			(5,393	)
Financing expense and other income, net		(3,984	)		(3,279	)		(7,976	)		(7,225	)
Net income (loss) before income taxes		10,978			(3,500	)		19,108			(12,618	)
Income tax benefit (expense)		(3,534	)		1,633			(6,193	)		2,910
Net income (loss)	$	7,444		$	(1,867	)	$	12,915		$	(9,708	)

See accompanying notes.

2

Jazz Technologies, Inc. (A Wholly Owned Subsidiary of

 Tower Semiconductor, Ltd.) and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	Six months ended June 30, 2010			Six months ended June 30, 2009
Operating activities:
Net income (loss)	$	12,915		$	(9,708	)
Adjustments to reconcile net (loss) income for the period to net cash provided by operating activities:
Depreciation and amortization of intangible assets		15,484			9,420
Convertible notes accretion and amortization of deferred financing costs		2,810			2,529
Other income		--			(650	)
Stock based compensation expense		305			94
Changes in operating assets and liabilities:
Receivables		(7,311	)		5,755
Inventories		(1,434	)		2,812
Prepaid expenses and other current assets		902			1,325
Deferred tax assets		1,958			--
Accounts payable		(240	)		(3,040	)
Due to related party, net		(3,795	)		459
Accrued compensation and  benefits		1,808			(414	)
Deferred Revenue		665			1,200
Accrued interest		4,362			(59	)
Other current liabilities		3,067			2,021
Deferred tax liability		--			(2,916	)
Accrued pension, retirement medical plan obligations and long-term liabilities		257			(465	)
Net cash provided by operating activities		31,753			8,363
Investing activities:
Purchases of property and equipment		(15,560	)		(6,114	)
Purchases of intangible assets		(400	)		(1,000	)
Proceeds related to sale and disposal of property and equipment		600			--
Net cash used in investing activities		(15,360	)		(7,114	)
Financing activities:
Debt repayment		(5,000	)		(350	)
Net cash used in financing activities		(5,000	)		(350	)
Effect of foreign currency on cash		46			(106	)
Net increase in cash and cash equivalents		11,439			793
Cash and cash equivalents at beginning of period		28,622			27,574
Cash and cash equivalents at end of period	$	40,061		$	28,367

Supplemental disclosure of interest and taxes paid and non-cash investing and financing activities:

Investments in property, plant and equipment	$	2,381	$	--
Interest paid	$	878	$	5,575
Tax paid	$	2,913	$	214

See accompanying notes.

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Jazz Technologies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2010

Note 1:   Organization

Unless specifically noted otherwise, as used throughout these notes to the unaudited condensed consolidated financial statements, “Jazz”, “Company” refers to the business of Jazz Technologies, Inc., and “Jazz Semiconductor” refers only to the business of Jazz Semiconductor, Inc. References to the “Company” for dates prior to September 19, 2008 mean the Predecessor which on September 19, 2008 was merged with a subsidiary of Tower Semiconductor Ltd., an Israeli company (“Tower”), and references to the “Company” for periods on or after September 19, 2008 are references to the Successor Tower subsidiary.

The Company

Jazz, formerly known as Acquicor Technology Inc., was incorporated in Delaware on August 12, 2005. The Company was formed to serve as a vehicle for the acquisition of one or more domestic and/or foreign operating businesses through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination.

The Company is based in Newport Beach, California and following the acquisition of Jazz Semiconductor, became an independent semiconductor foundry focused on specialty process technologies for the manufacture of analog intensive mixed-signal semiconductor devices. The Company’s specialty process technologies include advanced analog, radio frequency, high voltage, bipolar and silicon germanium bipolar complementary metal oxide (“SiGe”) semiconductor processes. The Company’s semiconductor devices are used in cellular phones, wireless local area networking devices, digital TVs, set-top boxes, gaming devices, switches, routers and broadband modems.

Note 2:   Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

We prepare our consolidated financial statements in accordance with SEC and U.S. generally accepted accounting principles (“US GAAP”) requirements and include all adjustments of a normal recurring nature that are necessary to fairly present our condensed consolidated results of operations, financial position, and cash flows for all periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Interim period results are not necessarily indicative of full year results. This quarterly report should be read in conjunction with our most recent Annual Report on Form 10-K.

The condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at June 30, 2010 and December 31, 2009, and the consolidated results of its operations and cash flows for the three months and six months ended June 30, 2010 and 2009. All intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified in order to conform to 2010 presentation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value due to their short maturities.

4

Comprehensive Loss

	Six months ended June 30, 2010		Six months ended June 30, 2009
	(In thousands)
Net income (loss)	$	12,915	$	(9,708	)
Foreign currency translation adjustment		46		(106	)
Comprehensive income (loss)	$	12,961	$	(9,814	)

Concentrations

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history, age of the balance and the customer’s current credit worthiness, as determined by a review of the customer’s current credit information. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts based upon historical experience and any specific customer collection issues that have been identified. A considerable amount of judgment is required in assessing the ultimate realization of these receivables. Customer receivables are g enerally unsecured.

Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of June 30, 2010 and December 31, 2009 consists of the following customers:

	June 30, 2010			December 31, 2009
R F Micro Devices		31	%		35	%
Skyworks		15	%		14	%

Net revenues from significant customers representing 10% or more of net revenues consist of the following:

	Three months ended						Six months ended
	June 30, 2010			June 30, 2009			June 30, 2010			June 30, 2009
R F Micro Devices		28	%		17	%		31	%		21	%
Skyworks		14	%		14	%		14	%		15	%

As a result of the Company’s concentration of its customer base, loss or cancellation of business from, or significant changes in scheduled deliveries of products sold to these customers or a change in their financial position could materially and adversely affect the Company’s consolidated financial position, results of operations and cash flows.

The Company operates a single manufacturing facility located in Newport Beach, California. A major interruption in the manufacturing operations at this facility would have a material adverse affect on the consolidated financial position and results of operations of the Company.

Initial Adoption of New Standards

ASU 2009-5 - Fair Value Measurement and Disclosures of Liabilities

Effective January 1, 2010, the Company adopted FASB Accounting Standards Update No. 2009-05 (“ASU”), Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value, which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities.  This update provides clarification that in circumstances that  liabilities are measured at fair value, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: (1). A valuation technique that uses the quoted price of the identical or similar liability or identical or similar li ability when traded as an asset (which would be considered Level 1 fair value measurement); or  (2) An other valuation technique that is consistent with the principles of topic 820. The amendments in this update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include an adjustment to the fair value due to the restriction that prevents the transfer of the liability. The adoption of this update did not impact the Company’s consolidated financial position, results of operations or cash flows.

5

ASU 2010-6 - Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures”, that requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. The FASB also clarified existing fair-value measurement disclosure guidance about the level of disaggregation, inputs, and valuation techniques. The new and revised disclosures are required to be implemented in interim or annual periods beginning after December 15, 2009, except for the gross presentation of the Level 3 rollforward, which is required for annual reporting periods beginning after December 15, 2010. The adoption of this standard did not have any effect on the Company’s financial position and results of operations.

ASU 2010-17- Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition (A consensus of the FASB Emerging Issues Task Force)

In April 2010, the FASB issued Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition (A consensus of the FASB Emerging Issues Task Force). The amendments in this update provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive as defined in the ASU.

A vendor’s decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.

The update is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

ASU 2009-13- Multiple Deliverable Revenue Arrangements

In October 2009, the FASB issued ASU 2009-13, “Multiple Deliverable Revenue Arrangements a consensus of EITF” (formerly topic 08-1) an amendment to ASC 605-25. The update provides amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements. The amendments in this update establish a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. The amendments in this update will also replace the term “fai r value” in the revenue allocation guidance with the term “selling price” in order to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant.

The amendments will also eliminate the residual method of allocation and require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable's selling price.

The update is effective for revenue arrangements entered into or modified in fiscal year beginning on or after June 15, 2010 with earlier adoption permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.

ASU 2010 - 13 - Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades

In April 2010, the FASB issued this ASU to clarify the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades.

This update provides amendments to Topic 718 to clarify that also an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should also be classified as an equity award. The update is effective for periods beginning after December 15, 2010. The adoption of this update is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

6

Note 3:   Other Balance Sheet Details

Inventories

Inventories, net of reserves, consist of the following at June 30, 2010 and December 31, 2009 (in thousands):

	June 30, 2010		December 31, 2009
Raw material	$	1,786	$	1,879
Work in process		9,999		7,739
Finished goods		1,477		2,210
	$	13,262	$	11,828

Property, Plant and Equipment

Property, plant and equipment consist of the following at June 30, 2010 and December 31, 2009 (in thousands):

	Useful life (In years)		June 30, 2010			December 31, 2009
Building improvements		10-12	$	24,230		$	24,230
Machinery and equipment		7		102,446			91,107
Furniture and equipment		5-7		2,203			2,203
Computer software		3		850			850
				129,729			118,390
Accumulated depreciation				(31,696	)		(22,196	)
			$	98,033		$	96,194

Intangible Assets

Intangible assets consist of the following at June 30, 2010 (in thousands):

	Weighted Average Life  (years)		Cost		Accumulated  Amortization		Net
Technology		4;9	$	2,300	$	414	$	1,886
Patents and other core technology rights		9		15,100		2,997		12,103
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		310		2,290
Trade name		9		5,200		1,032		4,168
Facilities lease		19		33,500		3,236		30,264
Total identifiable intangible assets		14	$	60,500	$	9,789	$	50,711

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Intangible assets consist of the following at December 31, 2009 (in thousands):

	Weighted Average Life  (years)		Cost		Accumulated  Amortization		Net
Technology		4;9	$	2,300	$	217	$	2,083
Patents and other core technology rights		9		15,100		2,159		12,941
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		222		2,378
Trade name		9		5,200		744		4,456
Facilities lease		19		33,500		2,329		31,171
Total identifiable intangible assets		14	$	60,500	$	7,471	$	53,029

The Company expects future amortization expense to be as follows (in thousands):

	Charge to cost of revenues		Charge to operating expenses		Total
Fiscal year ends:
Remainder of 2010	$	1,938	$	394	$	2,332
2011		3,846		788		4,634
2012		3,846		788		4,634
2013		3,814		788		4,602
2014		3,596		788		4,384
Thereafter		26,607		3,518		30,125
Total expected future amortization expense	$	43,647	$	7,064	$	50,711

The amortization related to technology, patents, other core technologies, and the facilities’ lease is charged to cost of revenues. The amortization related to customer relationships and trade name is charged to operating expenses.

Note 4:   Credit Facility

On June 29, 2010, the Company entered into a Fourth Amendment to the Second Amended and Restated Loan and Security Agreement dated as of September 19, 2008 (the “Wachovia Loan Agreement”), among Jazz as parent guarantor, Wachovia Capital Markets, LLC, as lead arranger, bookrunner and syndication agent, and Wachovia Capital Finance Corporation (Western), as administrative agent (“Wachovia”), and Jazz Semiconductor, Inc. and Newport Fab, LLC, as borrowers.  Pursuant to the terms of the Fourth Amendment to Wachovia Loan Agreement, the maturity date of the revolving credit facility is extended to September 19, 2014, and available credit under the facility is an amount up to $45 million. The borrowing availability varies according to the levels of th e borrowers’ accounts receivable, eligible equipment and other terms and conditions described in the Wachovia Loan Agreement. Loans under the facility will bear interest at a rate equal to, at borrowers’ option, either the lender’s prime rate plus a margin ranging from 0.50% to 1.0% or the LIBOR rate (as defined in the Wachovia Loan Agreement) plus a margin ranging from 2.25% to 2.75% per annum.

Borrowing availability under the facility as of June 30, 2010, was $11.3 million. Outstanding borrowings were $22 million and $1.8 million of the facility supporting outstanding letters of credits on that date. The Company considers borrowings of $ 10.0 million to be long-term debt as of June 30, 2010. As of June 30, 2010, the Company was in compliance with all the covenants under this facility.

Note 5:   Notes

On July 9, 2010, the Company, together with its domestic subsidiaries and its parent, Tower Semiconductor Ltd. (“Tower”), entered into an exchange agreement (the “Exchange Agreement”) with certain note holders (the “Participating Holders”) holding approximately $79.6 million principal amount of the Company’s outstanding 8% convertible notes due December 2011 (the “Old Notes”). Under the Exchange Agreement, the Participating Holders exchanged their Old Notes for newly-issued 8% non-convertible notes of the Company due June 2015 (the “New Notes”) with an exchange ratio of 1.175 New Notes for each 1.000 Old Notes. In addition, the participants received warrants to purchase approximately 25.3 million ordinary sha res of Tower (the “Tower Warrants”).  On July 15, 2010, the transactions contemplated by the Exchange Agreement were consummated, resulting in the issuance of the New Notes and Tower Warrants in exchange for the Old Notes in accordance with the terms of the Exchange Agreement.

Interest on the unpaid principal amount of the New Notes accrues from the closing date at a rate of 8% per annum.

8

Interest is payable semiannually on June 30 and December 31 of each year commencing on December 31, 2010. The New Notes are scheduled to mature on June 30, 2015, at which time principal and any accrued and unpaid interest will become due and payable.

The New Notes are governed by an indenture (the “Indenture”) among the Company, its domestic subsidiaries as guarantors and U.S. Bank National Association, a national banking association, as trustee. The New Notes constitute unsecured obligations of the Company, rank on parity in right of payment with all other indebtedness of the Company including the Old Notes, and are effectively subordinated to all secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness. The New Notes shall rank senior to all future indebtedness of the Company to the extent the future indebtedness is expressly subordinated to the New Notes. The New Notes are jointly and severally guaranteed on a senior unsecured basis by the Company’s dome stic subsidiaries. The Company’s obligations under the Old Notes and New Notes are not guaranteed by Tower.

Beginning July 1, 2013, the Company may redeem some or all of the New Notes for cash at a redemption price equal to par plus accrued and unpaid interest plus a redemption premium equal to 4% if redemption occurs prior to July 1, 2014 and 2% if redemption occurs between July 1, 2014 and maturity.

The Indenture contains certain covenants including covenants restricting the Company’s ability and the ability of its subsidiaries to, among other things, incur additional debt, incur additional liens, make specified payments and make certain asset sales.

Holders of the New Notes are entitled, subject to certain conditions and restrictions, to require the Company to repurchase the New Notes at par plus accrued interest and a 1% redemption premium in the event of certain change of control transactions.

 If there is an event of default on the New Notes, all of the New Notes may become immediately due and payable, subject to certain conditions set forth in the Indenture. An event of default under the Indenture will occur if the Company (or in some cases certain of its subsidiaries) (i) is delinquent in making certain payments under the New Notes, (ii) engages in a merger, consolidation or sale of substantially all of the Company’s assets, except as permitted by the Indenture, (iii) fails to deliver certain required notices under the New Notes, (iv) fails, following notice, to cure a breach of any other default under the New Notes or Indenture, (v) incurs certain events of default with respect to other indebtedness, (vi) is subject to certain bankruptcy proceedings or orders or (vii) fails to pay certain judgments.  An event of default will also occur upon the occurrence of certain events relating to the guarantees of the New Notes.

If certain governmental approvals required for the issuance of shares issuable upon exercise of the Tower Warrants are not obtained within 60 days after closing, the New Notes will accrue additional interest at an annual rate of 2% for the next 120 days and 4.5% thereafter, until such approvals are obtained or an opinion of counsel that such approvals are not required is provided to the trustee.  If such approvals or opinion of counsel are not obtained by the one-year anniversary of the issue date, the additional interest will continue to accrue on the New Notes through maturity.

The Company has entered into a Registration Rights Agreement with the Participating Holders pursuant to which the Company agreed to use commercially reasonable efforts to file and cause to be declared effective a registration statement under the Securities Act of 1933 (as amended, the “Securities Act”) covering an offer to the holders of the New Notes to exchange the New Notes for newly-issued notes of the Company on terms identical to the New Notes (except that such newly-issued notes will not be subject to restrictions on transfer).  If the offer is not completed within 180 days of the closing date, the annual interest rate applicable to the New Notes will increase by 1% for so long as the failure continues or until such earlier date as the New Notes beco me freely tradable under the Securities Act.

As of the date of this report, approximately $43.7 million in aggregate principal amount of Old Notes are outstanding. The Old Notes are convertible into Tower ordinary shares at a price of $4.07 per share, subject to adjustment as set forth in the indenture for the Old Notes.

Note 6:   Income Taxes

The Company’s effective tax rate for the six months ended June 30, 2010 differs from the statutory rate primarily due to the federal Domestic Production Activities Deduction.

At June 30, 2010, it is reasonably likely that $1.3 million of the unrecognized tax benefits will reverse during the next twelve months. The reversal of uncertain tax benefits is primarily related to net operating losses that will be abandoned if the Company liquidates its Chinese subsidiary in 2010.

9

 Note 7:   Employee Benefit Plans

The pension and other post retirement benefit plans expenses for the three and six months ended June 30, 2010 were $0.2 million and $0.5 million, respectively. The amounts for the pension and other post retirement benefit plans expenses for the three and six months ended June 30, 2009 were $0.3 million and $0.7 million, respectively. As of June 30, 2010 the Company does not have sufficient information to estimate the effect of recent announced health reform, if any.

Note 8:   Employee Stock Option Expense

During the six months ended June 30, 2010, Tower awarded 244,500 non-qualified stock options exercisable to Tower ordinary shares to Company employees that vest over a three year period from the date of grant. The weighted average exercise price was $1.30. The Company recorded $141,883 and $305,296 of compensation expenses relating to options granted to employees, for the three and six months ended June 30, 2010. The Company recorded $41,712 and $94,420 of compensation expenses relating to employees options, during the corresponding periods in 2009.

Note 9:                      Related Party Transactions

	As of June 30, 2010		As of December  31, 2009
Due from related party (included in the accompanying balance sheets)	$	888	$	25
Due to related party (included in the accompanying balance sheets)	$	4,867	$	7,799

Related party balances are with Tower and HHNEC and are mainly for purchases and payments on behalf of the other party, tools sale and service charges.

Note 10: Litigation

During 2008, an International Trade Commission (“ITC”) action was filed by Agere/LSI Corporation (“LSI”), which alleged infringement by 17 corporations of LSI’s patent no. 5,227,335. Following the initial filing, in October 2008, LSI amended the ITC complaint to add the Company, Tower and three other corporations as additional respondents. In September, 2009, the administrative law judge ruled against LSI and in favor of the respondents, determining that the patent claims asserted by LSI are invalid. In November 2009, in response to a Petition for Review filed by LSI, the ITC determined that it would review the Judge’s determination on patent invalidity. In March 2010, the full ITC commission determined that there is no ITC violation, fou nd the LSI patent claims to be invalid, and terminated the ITC investigation. The Company does not know whether any further legal proceedings will be pursued by LSI and cannot predict the outcome thereof.

In connection with the Company’s aerospace and defense business, its facility security clearance and trusted foundry status, the Company and Tower are working with the Defense Security Service of the United States Department of Defense (“DSS”) to develop an appropriate structure to mitigate any concern of foreign ownership, control or influence over the operations of the Company specifically relating to protection of classified information and prevention of potential unauthorized access thereto. In order to safeguard classified information, it is expected that the DSS will require adoption of a Special Security Agreement (“SSA”). The SSA may include certain security related restrictions, including restrictions on the composition of the board of dire ctors, the separation of certain employees and operations, as well as restrictions on disclosure of classified information to Tower. The provisions contained in the SSA may also limit the projected synergies and other benefits to be realized from the merger of Tower and Jazz. There is no assurance when, if at all, an SSA will be reached.

Note 11: Leases

The Company leases the use of its fabrication facilities from Conexant under non-cancellable operating leases that expire March 12, 2017 and has the unilateral option to extend the terms of each of these leases for two consecutive five-year periods ending in 2027. Under the leases, as amended, the Company’s headquarters offices may be relocated once to another building within one mile of its current location, at Conexant’s option and expense, subject to certain conditions. In January 2010, Conexant announced that it had agreed, subject to closing conditions, to sell the Company’s fabrication facilities, land and headquarters to a residential and mixed-use developer of California urban real estate projects. In March 2010, it was announced that the agreement for the proposed sale by Conexant had been terminated.

10

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the financial statements and related notes contained elsewhere in this report. See our Annual Report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission for information regarding certain risk factors known to us that could cause reported financial information not to be necessarily indicative of future results.

FORWARD LOOKING STATEMENTS

This report on Form 10-Q may contain “forward-looking statements” within the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Report Act of 1995. These statements, which represent our expectations or beliefs concerning various future events, may contain words such as “may,” “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or other words indicating future results. Such statements may include but are not limited to statements concerning the following:

● anticipated trends in revenues;

● growth opportunities in domestic and international markets;

● new and enhanced channels of distribution;

● customer acceptance and satisfaction with our products;

● expected trends in operating and other expenses;

● purchase of raw materials at levels to meet forecasted demand;

● anticipated cash and intentions regarding usage of cash;

● changes in effective tax rates; and

● anticipated product enhancements or releases.

These forward-looking statements are subject to risks and uncertainties, including those risks and uncertainties described in our Annual Report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission, that could cause actual results to differ materially from those anticipated as of the date of this report. We assume no obligation to update any forward-looking statements to reflect events or circumstances arising after the date of this report.

11

RESULTS OF OPERATIONS

 For the six months ended June 30, 2010, we had a net profit $12.9 million compared to a net loss of $9.7 million for the six months ended June 30, 2009.

 The following table sets forth certain statement of operations data as a percentage of total revenues for the periods indicated.

	Six Months Ended
	June 30, 2010			June 30, 2009
Net revenues		100	%		100	%
Cost of revenues		61.2			85.9
Gross profit		38.8			14.1
Operating expenses:
Research and development		5.8			9.8
Selling, general and administrative		8.9			12.6
Amortization of intangible assets		0.3			0.7
Total operating expenses		15.1			23.0
Operating income (loss)		23.7			(8.9	)
Financing expense and other income, net		7.0			12.0
Income tax benefit (expense)		(5.4	)		4.8
Net income (loss)		11.3	%		(16.1	)%

Comparison of six months ended June 30, 2010 and June 30, 2009

Revenues

Our net revenues for the six months ended June 30, 2010 increased by $53.8 million, or 89%, to $114.1 million from $60.3 million in the corresponding period in 2009. This increase is mainly due to higher shipments following the worldwide increase in demand in the semiconductor industry and specialty foundry business in the six months ended June 30, 2010 as compared to the same period in 2009 which was influenced by the worldwide economic downturn and due to our focus in specialty products and our specific product offering.

Cost of Revenues

Our cost of revenues increased to $69.8 million for the six months ended June 30, 2010 from $51.8 million for the corresponding period in 2009. The 35% increase in cost of revenues as compared to the 89% increase in revenue  is mainly due to the higher utilization of the manufacturing facilities and continuing efforts of cost reduction and due to the fact that a significant portion of our costs of revenue are fixed.

Gross Profit

Gross profit increased to $44.3 million in the six months ended June 30, 2010 as compared to $8.5 million in the corresponding period in 2009 reflecting the increased sales and improved margins. Gross profit margin increased to 39% for the six months ended June 30, 2010 as compared to 14% in the corresponding period in 2009

Operating Expenses

Operating expenses for the six months ended June 30, 2010 increased by $3.3 million to $17.2 million, as compared to $13.9 million in the six months ended June 30, 2009. The increase in operating expenses include expenses resulted directly from the increase in revenues. Operating expenses as a percentage of revenue for the six months ended June 30, 2010 were 15% as compared to 23% in the six months ended June 30, 2009.

12

Financing Expense and Other Income, net

Financing expense and other income, net for the six months ended June 30, 2010 amounted to $8.0 million, as compared to $7.2 million for the six months ended June 30, 2009. Financing expense, net are mainly relating to our convertible notes.

Income Tax Benefit (Expense)

Income tax expense amounted to $6.2 million in the six months ended June 30, 2010, as compared to income tax benefit of $2.9 million in the six months ended June 30, 2009, due to the operating income in the six months ended June 30, 2010 as compared to the operating loss in the six months ended June 30, 2009. The Company’s effective tax rate for the six months ended June 30, 2010 differs from the statutory rate primarily due to the federal Domestic Production Activities Deduction.

Item 4.    Controls and Procedures.

Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this report, our principal executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this report.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our principal executive officer and our principal financial officer have concluded that these controls and procedures are effective at the “reasonable assurance” level. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

During 2008, an International Trade Commission (“ITC”) action was filed by Agere/LSI Corporation (“LSI”), which alleged infringement by 17 corporations of LSI’s patent no. 5,227,335. Following the initial filing, in October 2008, LSI amended the ITC complaint to add the Company, Tower and three other corporations as additional respondents. In September, 2009, the administrative law judge (“Judge”) ruled against LSI and in favor of the respondents, determining that the patent claims asserted by LSI are invalid. In November 2009, in response to a Petition for Review filed by LSI, the ITC determined that it would review the Judge’s determination on patent invalidity. In March 2010, the full ITC commission determined that there is no ITC violation, found the LSI patent claims to be invalid, and terminated the ITC investigation. The Company does not know whether any further legal proceedings will be pursued by LSI and cannot predict the outcome thereof.

In connection with the Company’s aerospace and defense business, its facility security clearance and trusted foundry status, the Company and Tower are working with the Defense Security Service of the United States Department of Defense (“DSS”) to develop an appropriate structure to mitigate any concern of foreign ownership, control or influence over the operations of the Company specifically relating to protection of classified information and prevention of potential unauthorized access thereto. In order to safeguard classified information, it is expected that the DSS will require adoption of a Special Security Agreement (“SSA”). The SSA may include certain security related restrictions, including restrictions on the composition of the board of dire ctors, the separation of certain employees and operations, as well as restrictions on disclosure of classified information to Tower. The provisions contained in the SSA may also limit the projected synergies and other benefits to be realized from the merger of Tower and Jazz. There is no assurance when, if at all, an SSA will be reached.

13

Item 1A.  Risk Factors

In addition to the other information contained in this Form 10-Q, you should carefully consider the risk factors associated with our business previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. Our business, financial condition and/or results of operations could be materially adversely affected by any of these risks. Additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

Item 6.     Exhibits.

Number	Description
4.15	Indenture dated July 15, 2010 by and among Jazz Technologies, Jazz Semiconductor, Inc., Newport Fab, LLC and U.S. Bank National Association.
4.16	Registration Rights Agreement dated July 15, 2010 by and among Jazz Technologies, Jazz Semiconductor, Inc., Newport Fab, LLC and holders of the Registrant’s 8% Senior Notes due 2015.
10.46	Third Amendment dated April 21, 2010 to Second Amended and Restated Loan and Security Agreement  dated as of September 19, 2008 by and among, the Registrant, Jazz Semiconductor Inc., Newport Fab, LLC. Wachovia Capital Markets, LLC, Wachovia Capital Finance Corporation (Western) and the lenders from time to time a party thereto.
10.47	Fourth Amendment dated June 29, 2010 to Second Amended and Restated Loan and Security Agreement  dated as of September 19, 2008 by and among, the Registrant, Jazz Semiconductor Inc., Newport Fab, LLC. Wachovia Capital Markets, LLC, Wachovia Capital Finance Corporation (Western) and the lenders from time to time a party thereto. Incorporated by reference to Exhibit 10.1 to Jazz Technologies current report on Form 8-K filed on July 1, 2010.
10.48	Exchange Agreement dated July 9, 2010 by and among Jazz Technologies, Inc., Tower Semiconductor, Ltd., Jazz Semiconductor, Inc., Newport Fab, LLC, Zazove Associates, LLC and certain holders of the Registrant’s 8% Senior Notes due 2011.
31.1	Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2	CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32	Section 1350 Certification. (Not provided as not required of voluntary filers)

14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 13, 2010	JAZZ TECHNOLOGIES, INC.
	By:	/s/ Rafi Mor
		_____ (Principal Executive Officer)
	By:	/s/ SUSANNA H. BENNETT
		Chief Financial Officer (Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Number	Description
4.15	Indenture dated July 15, 2010 by and among Jazz Technologies, Jazz Semiconductor, Inc., Newport Fab, LLC and U.S. Bank National Association.
4.16	Registration Rights Agreement dated July 15, 2010 by and among Jazz Technologies, Jazz Semiconductor, Inc., Newport Fab, LLC and holders of the Registrant’s 8% Senior Notes due 2015.
10.46	Third Amendment dated April 21, 2010 to Second Amended and Restated Loan and Security Agreement  dated as of September 19, 2008 by and among, the Registrant, Jazz Semiconductor Inc., Newport Fab, LLC. Wachovia Capital Markets, LLC, Wachovia Capital Finance Corporation (Western) and the lenders from time to time a party thereto.
10.47	Fourth Amendment dated June 29, 2010 to Second Amended and Restated Loan and Security Agreement  dated as of September 19, 2008 by and among, the Registrant, Jazz Semiconductor Inc., Newport Fab, LLC. Wachovia Capital Markets, LLC, Wachovia Capital Finance Corporation (Western) and the lenders from time to time a party thereto. Incorporated by reference to Exhibit 10.1 to Jazz Technologies current report on Form 8-K filed on July 1, 2010.
10.48	Exchange Agreement dated July 9, 2010 by and among Jazz Technologies, Inc., Tower Semiconductor, Ltd., Jazz Semiconductor, Inc., Newport Fab, LLC, Zazove Associates, LLC and certain holders of the Registrant’s 8% Senior Notes due 2011.
31.1	Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2	CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32	Section 1350 Certification. (Not provided as not required of voluntary filers)

EX-4.15

Exhibit 4.15

JAZZ TECHNOLOGIES, INC.

8% SENIOR NOTES DUE 2015

INDENTURE

Dated as of July 15, 2010

U.S. BANK NATIONAL ASSOCIATION,

as

Trustee

CROSS-REFERENCE TABLE

TIA		Indenture
Section		Section
303		1.03
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	11.03
	(c)	11.03
313	(a)	7.06
	(b)	7.06
	(b)(1)	7.06
	(b)(2)	7.06; 7.07
	(c)	7.06; 11.02
	(d)	7.06
314	(a)	4.03(a); 11.05
	(a)(1)	6.02
	(a)(4)	4.04; 11.05
	(b)	N.A.
	(c)(1)	11.04
	(c)(2)	11.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	11.04; 11.05
	(f)	N.A.
315	(a)	7.01(b); 7.02
	(b)	7.05; 11.02
	(c)	7.01(a)
	(d)	7.01(c)
	(e)	6.11
316	(a) (last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.13
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
318	(a)	11.01
	(c)	11.01

______________________

N.A. means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purposes, be deemed to be part hereof.

TABLE OF CONTENTS

Page

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.	Definitions.	1
SECTION 1.02.	Other Definitions.	19
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act.	20
SECTION 1.04.	Rules of Construction.	20
SECTION 1.05.	Acts of Holders; Record Dates.	21

THE NOTES

SECTION 2.01.	Form and Dating.	21
SECTION 2.02.	Form of Execution and Authentication.	23
SECTION 2.03.	Registrar and Paying Agent.	24
SECTION 2.04.	Paying Agent To Hold Money in Trust.	24
SECTION 2.05.	Lists of Holders of the Notes.	25
SECTION 2.06.	Transfer and Exchange.	25
SECTION 2.07.	Replacement Notes.	34
SECTION 2.08.	Outstanding Notes.	35
SECTION 2.09.	Treasury Notes.	35
SECTION 2.10.	Temporary Notes.	35
SECTION 2.11.	Cancellation.	35
SECTION 2.12.	Defaulted Interest.	36
SECTION 2.13.	Record Date.	36
SECTION 2.14.	CUSIP Number.	36

REDEMPTION

SECTION 3.01.	Notices to Trustee.	36
SECTION 3.02.	Selection of Notes To Be Redeemed.	36
SECTION 3.03.	Notice of Redemption.	37
SECTION 3.04.	Effect of Notice of Redemption.	38
SECTION 3.05.	Deposit of Redemption Price.	38
SECTION 3.06.	Notes Redeemed in Part.	38
SECTION 3.07.	Optional Redemption.	38
SECTION 3.08.	Excess Proceeds Offer.	38

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COVENANTS

		Page
SECTION 4.01.	Payment of Notes.	41
SECTION 4.02.	Maintenance of Office or Agency.	41
SECTION 4.03.	Reports.	41
SECTION 4.04.	Compliance Certificate.	42
SECTION 4.05.	Taxes.	42
SECTION 4.06.	Stay, Extension and Usury Laws.	42
SECTION 4.07.	Limitation on Restricted Payments.	43
SECTION 4.08.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	46
SECTION 4.09.	Limitation on Incurrence of Indebtedness.	47
SECTION 4.10.	Limitation on Asset Sales.	50
SECTION 4.11.	Limitation on Transactions with Affiliates.	51
SECTION 4.12.	Limitation on Liens.	53
SECTION 4.13.	Additional Subsidiary Guarantees.	53
SECTION 4.14.	Organizational Existence.	53
SECTION 4.15.	Change of Control.	54
SECTION 4.16.	Payments for Consent.	55
SECTION 4.17.	Limitation on repayment and exchanges of Convertible Notes.	55
SECTION 4.18.	Designation of Unrestricted Subsidiaries.	56
SECTION 4.19.	Increased Interest.	56

SUCCESSORS

SECTION 5.01.	Merger, Consolidation or Sale of Assets.	57
SECTION 5.02.	Successor Corporation Substituted.	58

DEFAULTS AND REMEDIES

SECTION 6.01.	Events of Default.	59
SECTION 6.02.	Acceleration.	60
SECTION 6.03.	Other Remedies.	61
SECTION 6.04.	Waiver of Past Defaults.	61
SECTION 6.05.	Control by Majority.	61
SECTION 6.06.	Limitation on Suits.	61
SECTION 6.07.	Rights of Holders of Notes To Receive Payment.	62
SECTION 6.08.	Collection Suit by Trustee.	62
SECTION 6.09.	Trustee May File Proofs of Claim.	62
SECTION 6.10.	Priorities.	62
SECTION 6.11.	Undertaking for Costs.	63

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TRUSTEE

		Page
SECTION 7.01.	Duties of Trustee.	63
SECTION 7.02.	Rights of Trustee.	64
SECTION 7.03.	Individual Rights of Trustee.	65
SECTION 7.04.	Trustee’s Disclaimer.	65
SECTION 7.05.	Notice of Defaults.	66
SECTION 7.06.	Reports by Trustee to Holders of the Notes.	66
SECTION 7.07.	Compensation and Indemnity.	66
SECTION 7.08.	Replacement of Trustee.	67
SECTION 7.09.	Successor Trustee by Merger, Etc.	68
SECTION 7.10.	Eligibility; Disqualification.	68
SECTION 7.11.	Preferential Collection of Claims Against Company.	68

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.	Termination of the Company’s Obligations.	68
SECTION 8.02.	Option To Effect Legal Defeasance or Covenant Defeasance.	69
SECTION 8.03.	Legal Defeasance and Covenant Discharge.	69
SECTION 8.04.	Covenant Defeasance.	70
SECTION 8.05.	Conditions to Legal or Covenant Defeasance.	70
SECTION 8.06.	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.	71
SECTION 8.07.	Repayment to Company.	71
SECTION 8.08.	Reinstatement.	72

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.	Without Consent of Holders of Notes.	72
SECTION 9.02.	With Consent of Holders of Notes.	73
SECTION 9.03.	Compliance with Trust Indenture Act.	74
SECTION 9.04.	Revocation and Effect of Consents.	74
SECTION 9.05.	Notation on or Exchange of Notes.	74
SECTION 9.06.	Trustee to Sign Amendments, Etc.	75

GUARANTEES

SECTION 10.01.	Guarantee.	75
SECTION 10.02.	Execution and Delivery of Guarantees.	76
SECTION 10.03.	Releases from Guarantees.	76

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MISCELLANEOUS

		Page
SECTION 11.01.	Trust Indenture Act Controls.	77
SECTION 11.02.	Notices.	77
SECTION 11.03.	Communication by Holders of Notes with Other Holders of Notes.	78
SECTION 11.04.	Certificate and Opinion as to Conditions Precedent.	78
SECTION 11.05.	Statements Required in Certificate or Opinion.	78
SECTION 11.06.	Rules by Trustee and Agents.	79
SECTION 11.07.	No Personal Liability of Directors, Owners, Employees, Incorporators and Stockholders.	79
SECTION 11.08.	Governing Law.	79
SECTION 11.09.	No Adverse Interpretation of Other Agreements.	79
SECTION 11.10.	Successors.s	79
SECTION 11.11.	Severability.	80
SECTION 11.12.	Counterpart Originals.	80
SECTION 11.13.	Table of Contents, Headings, Etc.	80
SECTION 11.14.	Force Majeure.	80
SECTION 11.15.	Waiver of Jury Trial.	80
SECTION 11.16.	U.S.A. Patriot Act.	80

EXHIBITS

EXHIBIT A	FORM OF NOTE
EXHIBIT B	FORM OF GUARANTEE
EXHIBIT C	FORM OF CERTIFICATE OF TRANSFER
EXHIBIT D	FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT E	FORM OF SUPPLEMENTAL INDENTURE

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INDENTURE, dated as of July 15, 2010, is made by and among Jazz Technologies, Inc. (the “Company”), a Delaware corporation, the Guarantors from time to time party hereto, and U.S. Bank National Association, a national banking association, as trustee.

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Company’s 8% Senior Notes due 2015.

RECITALS

The Company has duly authorized the execution and delivery hereof to provide for the issuance of the Notes.

All things necessary (i) to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company and delivered hereunder, the valid and binding obligations of the Company and (ii) to make this Indenture a valid and legally binding agreement of the Company, all in accordance with their respective terms, have been done.

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed as follows for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“144A Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person, Indebtedness of any such Person existing at the time such Person merges with or into or becomes a Subsidiary of, or Indebtedness assumed in connection with the acquisition of assets by, the Company or any Restricted Subsidiary.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or co-registrar.

“American Depositary Shares” means U.S. Dollar denominated forms of equity ownership held in deposit in a custodian bank and evidenced by physical certificates of ownership issued by a U.S. bank.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Company or any Restricted Subsidiary to any Person other than the Company or any Restricted Subsidiary (including by means of a merger or consolidation or through the issuance or sale of Equity Interests of Restricted Subsidiaries (other than Preferred Equity Interests of Restricted Subsidiaries issued in compliance with Section 4.09 and other than directors qualifying shares or local ownership shares)) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Company (it being understood that the Capital Stock of th e Company is not an asset of the Company) or any of its Restricted Subsidiaries (other than sales of inventory and other transfers in the ordinary course of business). For purposes of this definition, the term “Asset Sale” shall not include:

(a)           transfers of cash or Cash Equivalents or Marketable Securities;

(b)           transfers of assets of the Company (including Equity Interests) that are governed by, and made in accordance with, Section 5.01(a);

(c)           transfers constituting Permitted Investments and Restricted Payments permitted under Section 4.07;

(d)           the creation of or realization on any Lien permitted under this Indenture;

(e)           transfers of damaged, worn-out, surplus, unnecessary or obsolete equipment that, in the Company’s reasonable judgment, are no longer used or useful in the business of the Company or its Restricted Subsidiaries;

(f)           sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets, of the Company or any Restricted Subsidiary, in each case to the extent such license, sublicense, lease or sublease does not materially interfere with the business of the Company and the Restricted Subsidiaries;

(g)           any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate fair market value of the assets transferred in such transaction or series of related transactions does not exceed $2.0 million; and

(h)           the settlement, waiver, release or surrender of claims or litigation rights of any kind.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Board of Directors” means:

(a)           with respect to a corporation, the board of directors of the corporation or, except in the context of the definition of “Change of Control,” a duly authorized committee thereof;

- 2 -

(b)           with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(c)           with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker-Dealer” means any broker or dealer registered under the Exchange Act.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at the time any determination thereof is to be made shall be the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or partnership or membership interests, whether common or preferred.

“Cash Equivalents” means:

(a)           United States dollars;

(b)           Government Securities having maturities of not more than twelve (12) months from the date of acquisition;

(c)           certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million;

(d)           repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) entered into with any financial institution meeting the qualifications specified in clause (c) above;

(e)           commercial paper issued by any issuer bearing at least a “2” rating for any short-term rating provided by Moody’s or S&P or carrying an equivalent rating by a nationally recognized rating agency and maturing within two hundred seventy (270) days of the date of acquisition;

(f)           variable or fixed rate notes issued by any issuer rated at least AA by S&P (or the equivalent thereof) or at least Aa2 by Moody’s (or the equivalent thereof) and maturing within one (1) year of the date of acquisition;

(g)           money market funds or programs (x) offered by any commercial or investment bank having capital and surplus in excess of $500.0 million at least 95% of the assets of which fund or program constitute Cash Equivalents of the kinds described in clauses (a) through (f) of this definition, (y) (i) offered by any other nationally recognized financial institution (ii) at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (f) (iii) are rated AAA and (iv) such fund or program is at least $4.0 billion or (z) registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital and surplus of at least $500.0&# 160;million and the portfolios of which are limited to investments of the character described in the foregoing subclauses hereof; and

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(h)           in the case of any Foreign Subsidiary or in respect of operations of the Company or any Domestic Subsidiary outside the United States, (i) the currency of such country or (ii) high quality short-term investments which are customarily used for cash management purposes in any country in which such Foreign Subsidiary operates or the operations of the Company or such Domestic Subsidiary are located, as applicable.

“Change of Control” means the occurrence of one or more of the following events:

(a)           the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the Commission thereunder as in effect on the date of this Indenture) of Equity Interests representing more than 50% (on a fully diluted basis) of the total voting power represented by the issued and outstanding Equity Interests of the Company then entitled to vote in the election of the Board of Directors of the Company generally;

(b)           during any period of twelve (12) consecutive months, a majority of the members of the Board of Directors of the Company ceases to be composed of individuals who were either (i) nominated by, or whose nomination was approved by, the Board of Directors of the Company with the affirmative vote of a majority of the members of said Board of Directors at the time of such nomination or election or (ii) appointed by directors so nominated or elected; or

(c)           there shall be consummated any share exchange, consolidation or merger of the Company pursuant to which the Company’s Equity Interests entitled to vote in the election of the Board of Directors of the Company generally would be converted into cash, securities or other property, or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its and its Subsidiaries’ assets, taken as a whole (a “Disposition”), in each case other than pursuant to a share exchange, consolidation or merger of the Company or a Disposition in which the holders of the Company’s Equity Interests entitled to vote in the election of the Board of Directors of the C ompany generally immediately prior to the share exchange, consolidation, merger or Disposition have, directly or indirectly, at least a majority of the total voting power in the aggregate of all classes of Equity Interests of the continuing or surviving entity entitled to vote in the election of the Board of Directors of such Person generally immediately after the share exchange, consolidation, merger or Disposition.

“Closing Sale Price” of the Common Equity or American Depositary Shares, as applicable, on any Trading Day means the reported last sale price per share (or, if no last sale price is reported, the average of the bid and ask prices per share or, if more than one in either case, the average of the average bid and average ask prices per share) on such date reported by the principal U.S. national or regional securities exchange on which the Common Equity or American Depositary Shares, as applicable, are listed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the United States Securities and Exchange Commission or any successor agency thereto.

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“Common Equity” of any person means Capital Stock or other ownership interests of such person that is generally entitled to (a) vote in the election of directors of such person or (b) if such person is not a corporation, vote or otherwise participate in the selection of governing body, partners, managers or others that will control the management or policies of such person.

“Consolidated Group Transaction” means any of the following occurring in the ordinary course of business consistent with past practices between or among the Company or of its Restricted Subsidiaries, on the one hand, and the Parent or any of its Subsidiaries, on the other hand, (a) payments for bona fide sales or for marketing, research and development, information technologies, legal, human resources or other personnel services or for testing or other operational or fab-related services, (b) the purchase or sale of assets, including supplies and raw materials, (c) the payment of fees and disbursements of professionals providing services to the Company or any Restricted Subsidiary, (d) payments for compensation (including base salary, bonuses and other incentive compens ation), benefits and travel and entertainment expenses related to the business of the Company and its Restricted Subsidiaries and (e) payments to third party vendors for assets purchased by, or services rendered to the Company or any Restricted Subsidiary.

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP, provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

(a)           the net income (but not loss) of any Person that is not a Restricted Subsidiary, except to the extent of the lesser of (i) the dividends or other distributions actually paid in cash to the Company or any of its Restricted Subsidiaries (subject to clause (c) below) by such Person during such period, and (ii) the Company’s pro rata share of such Person’s net income earned during such period;

(b)           any net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;

(c)           the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income would not have been permitted for the relevant period by charter or by any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

(d)           any net after-tax extraordinary gains or losses;

(e)           any net after-tax non-cash goodwill impairment charges;

(f)           any net after-tax income (or loss) from the early extinguishment of Indebtedness; and

(g)           any net after-tax income (or loss) from agreements evidencing Hedging Obligations until such income (or loss) is actually realized (at which time such income (or loss) shall be included).

In calculating the aggregate net income (or loss) of the Company and its Restricted Subsidiaries on a consolidated basis, income attributable to Unrestricted Subsidiaries will be excluded altogether.

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“Convertible Notes” means the Company’s 8% Convertible Senior Notes due 2011.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 11.02 or such other address as to which the Trustee may give notice to the Company’s or Holders pursuant to the procedures set forth in Section 11.02.

“Credit Facilities” means one or more credit agreements or debt facilities or other financing arrangements to which the Company and/or one or more of its Restricted Subsidiaries is party from time to time, in each case with banks, investment banks, insurance companies, mutual funds, institutional investors or any other lenders, in each case, providing for revolving credit loans, term loans, debt securities, bankers’ acceptances, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), swing-line or commercial paper facilities or letters of credit or note facilities, including any notes, mortgages, guarantees, collateral documents, instruments and ag reements entered into in connection therewith, in each case as such agreements or facilities may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement Refinancing any Credit Facility, whether in the bank or debt capital markets or otherwise (or combination thereof) (including increasing the amount of available borrowings thereunder or adding Subsidiaries as additional borrowers or guarantors thereunder), all or any portion of the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.

“Current Market Price” means the average of the Closing Sale Price of the Common Equity or American Depositary Shares, as the case may be, for the ten (10) consecutive Trading Days ending three Trading Days before the Change of Control Payment Date.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means The Depository Trust Company and any and all successors thereto appointed as depositary hereunder and having become such pursuant to an applicable provision hereof.

“Disqualified Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date on which the Notes mature; provided, however, that any such Capital Stock may require the issuer of such Capital Stock to make an offer to purchase such Capital Stock upon the occurrence of any asset sale or change of control if the terms of such Capital Stock provide that such an o ffer may not be satisfied and the purchase of such Capital Stock may not be consummated until the 91st day after the purchase of any Notes tendered as permitted by Section 3.08 or 4.15, as applicable.

“Domestic Restricted Subsidiaries” shall mean all Restricted Subsidiaries that are Domestic Subsidiaries.

“Domestic Subsidiary” shall mean any Subsidiary other than a Foreign Subsidiary.

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“EBITDA” means, for any period, the sum of:

(a)Consolidated Net Income, plus

(b)Fixed Charges, to the extent deducted in calculating Consolidated Net Income, plus

(c)to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP and without duplication:

 (i) income taxes, other than income taxes or income tax adjustments (whether positive or negative) attributable to extraordinary gains or losses; and

 (ii) depreciation, amortization and all other non-cash items reducing Consolidated Net Income (other than any such non-cash items in a period which reflect cash payments made or to be made in another period), less all non-cash items increasing Consolidated Net Income (other than any such non-cash items in a period that will result in a cash receipt or a reduction in a cash payment in another period); plus

(d)without duplication, net after-tax non-recurring losses (minus any net after-tax non-recurring gains), to the extent reducing Consolidated Net Income, plus

(e)without duplication, the amount of any restructuring charges deducted (and not added back) in such period in computing Consolidated Net Income.

“Eligible Institution” means a commercial banking institution that has combined capital and surplus of not less than $500.0 million or its equivalent in foreign currency, whose debt is rated by at least two nationally recognized statistical rating organizations in one of each such organization’s four highest generic rating categories at the time as of which any investment or rollover therein is made.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means that certain Exchange Agreement, dated as of July 9, 2010, among the Company, the Guarantors, Tower Semiconductor Ltd., Zazove Associates, LLC and the holders of Convertible Notes party thereto, entered into in connection with the issuance of the Notes.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof or pursuant to a registered exchange offer for Notes with a Private Placement Legend.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Indebtedness” means any Indebtedness (other than the Notes and the Guarantees and Indebtedness incurred pursuant to Section 4.09(b)(2)) of the Company and its Subsidiaries in existence on the Issue Date.

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“Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of

(x)the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”) to

(y)the aggregate Fixed Charges during such reference period, excluding (i) amortization of debt discount and issuance costs and (ii) non-cash interest on any convertible or exchangeable notes that exists by virtue of the bifurcation of the debt and equity components of such convertible or exchangeable notes in accordance with GAAP, non-cash interest expense attributable to required marking-to-market of obligations under Hedging Obligations or other derivative instruments in accordance with GAAP and non-cash interest expense attributable to required marking-to-market of obligations due to changes in fair or market value of tradable securities in accordance with GAAP.

In making the foregoing calculation,

(a)pro forma effect will be given to any Indebtedness, Disqualified Stock or Preferred Equity Interests Incurred during or after the reference period to the extent the Indebtedness, Disqualified Stock or Preferred Equity Interest is outstanding or is to be Incurred on the transaction date as if the Indebtedness, Disqualified Stock or Preferred Equity Interests had been Incurred on the first day of the reference period;

(b)pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Obligations applicable to the Indebtedness if the Hedging Obligation has a remaining term of at least 12 months) had been the applicable rate for the entire reference period;

(c)Fixed Charges related to any Indebtedness, Disqualified Stock or Preferred Equity Interests no longer outstanding or to be repaid or redeemed on the transaction date, except for Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

(d)pro forma effect will be given to

 (i)    the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

 (ii)    the acquisition or disposition of companies, divisions or lines of businesses by the Company and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a person that became a  Restricted Subsidiary after the beginning of the reference period, and

 (iii)   the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of the Company or any Restricted Subsidiary following the transaction date

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period.  To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available.

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“Fixed Charges” means, for any period, the sum of

(a)Interest Expense for such period; and

(b)the product of

 (i) (x) cash and non-cash dividends paid on any Disqualified Stock or Preferred Equity Interests of the Company or a Restricted Subsidiary plus (y) without duplication, declared, accrued or accumulated on any Disqualified Stock of the Company or a Restricted Subsidiary, in each case except for dividends payable in the Company’s Qualified Stock or paid to the Company or to a Restricted Subsidiary, and

 (ii) a fraction, the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to the Company and its Restricted Subsidiaries.

“Foreign Currency Obligations” means, with respect to any Person, the obligations of such Person pursuant to any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.

“Foreign Subsidiary” shall mean any Subsidiary that is not incorporated, formed or organized under the laws of the United States of America, any state thereof or the District of Columbia.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are applicable as of the date of determination; provided that, except as otherwise specifically provided, all calculations made for purposes of determining compliance with the terms of the provisions of this Indenture shall utilize GAAP as in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.01(b) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance with Section 2.01 or 2.06 hereof.

“Government Securities” means direct obligations of, or obligations guaranteed or insured by, the United States or any agency or instrumentality thereof for the payment of which guarantee or obligations the full faith and credit of the United States is pledged (in each case including a certificate representing an ownership interest in such obligations).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

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“Guarantee” means a guarantee by a Guarantor of the Notes.

“Guarantor” means any Subsidiary of the Company that guarantees the Company’s obligations under this Indenture and the Notes on or after the date of this Indenture pursuant to Section 4.13.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements designed to protect such Person against fluctuations in interest rates.

“Holder” means, with respect to any Note, the Person in whose name such Note is registered with the Registrar.

“IAI” means an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“IAI Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to IAIs.

“Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof, but excluding, in any case, any undrawn letters of credit) or representing the balance deferred and unpaid of the purchase price of any property (including pursuant to capital leases) or representing any Hedging Obligations or Foreign Currency Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing (other than Hedging Obligations or Foreign Currency Obligations) would appear as a liability upon a balance sheet of such Person p repared in accordance with GAAP, and also includes, to the extent not otherwise included, the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary of such Person, the liquidation preference with respect to, any Preferred Equity Interests (but excluding, in each case, any accrued dividends) as well as the guarantee of items that would be included within this definition.

In no event shall the term “Indebtedness” include (a) any indebtedness under any overdraft or cash management facilities so long as any such indebtedness is repaid in full no later than five Business Days following the date on which it was incurred or in the case of such indebtedness in respect of credit or purchase cards, within 60 days of its incurrence, (b) obligations in respect of performance, appeal or other surety bonds or completion guarantees or in respect of reimbursement obligations for undrawn letters of credit, bankers’ guarantees or bankers’ acceptances (whether or not secured by a lien), each incurred in the ordinary course of business and not as a part of a financing transaction, (c) any liability for Federal, state, local or other taxes not more than thirty (30) days past due, (d) any balances that constitute accrued expenses, accounts payable, trade payables, deferred revenue or deferred rent in the ordinary course of business, or (e) any obligations in respect of a lease properly classified as an operating lease in accordance with GAAP.

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“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means a Person or entity which, in the judgment of the Board of Directors of the Company, is independent and otherwise qualified to perform the task for which it is to be engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $93,556,000 in aggregate principal amount of 8% Senior Notes due 2015 of the Company issued under this Indenture on the Issue Date.

“Interest Expense” means, for any period, the consolidated interest expense of the Company and its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by the Company or its Restricted Subsidiaries, without duplication, (a) amortization of debt discount and debt issuance costs (other than any such amortization resulting from the issuance of the Notes or any other Indebtedness Incurred on or prior to the Issue Date), (b) capitalized interest, (c) non-cash interest expense (excluding non-cash interest expense attributable to required marking-to-market of obligations under Hedging Obligations or other derivative instruments in accordance with GAAP or non-cash interest expense attribu table to required marking-to-market of obligations due to changes in fair or market value of tradable securities in accordance with GAAP), (d) commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptances and similar instruments, (e) net payments, if any, made (less net payments, if any, received) pursuant to Hedging Obligations (including the amortization of fees) and (f) any of the above expenses with respect to Indebtedness of another Person guaranteed by the Company or any of its Restricted Subsidiaries to the extent of such expenses accruing after such guarantee is called upon, as determined on a consolidated basis and in accordance with GAAP.

“Investment Grade” designates a rating of BBB- or higher by S&P and Baa3 or higher by Moody’s or the equivalent of such ratings by S&P or Moody’s.

“Investments” means, with respect to any Person, all investments by such Person in other persons (including Affiliates) in the forms of loans (including guarantees), advances or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP (excluding accounts receivable, deposits and prepaid expenses in the ordinary course of business, endorsements for collection or deposits arising in the ordinary course of business, guarantees and intercompany notes permitted by Section 4.09, and commission, travel and similar advances to officers and employees made in the ordinary course of business). F or purposes of Section 4.07, the sale of Equity Interests of a Person that is a Restricted Subsidiary following which such Person ceases to be a Subsidiary shall be deemed to be an Investment by the Company in an amount equal to the fair market value (as determined in good faith by the Company) of the Equity Interests of such Person held by the Company and its Restricted Subsidiaries immediately following such sale.

“Issue Date” means the first date on which Notes under this Indenture are issued.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

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“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement and any lease in the nature thereof).

“Market Disruption Event” means (a) a failure by the primary U.S. exchange or quotation system on which the Common Equity or American Depositary Shares, as applicable, trades or is quoted to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m. New York City time on any Trading Day for the Common Equity or American Depositary Shares, as applicable, of an aggregate on half-hour period, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Equity or American Depositary Shares, as applicable, or in any options, contracts or future contracts relating to the Common Equity or American Depositary Shares, as applicable, t raded in the United States.

“Marketable Securities” means:  (a) Government Securities; (b) any certificate of deposit maturing not more than 365 days after the date of acquisition issued by, or time deposit of, an Eligible Institution; (c) commercial paper maturing not more than 365 days after the date of acquisition issued by a corporation (other than an Affiliate of the Company) with a rating by at least two nationally recognized statistical rating organizations in one of each such organization’s four highest generic rating categories at the time as of which any investment therein is made, issued or offered by an Eligible Institution; (d) any bankers’ acceptances or money market deposit accounts issued or offered by an Eligible Institution; (e)  debt securities which (i) have a remaining maturity not to exceed five years at the time of acquisition thereof and (ii) are rated at least A (or the equivalent) or higher by S&P and A2 (or the equivalent) or higher by Moody’s at the time of acquisition thereof; and (f) any fund investing exclusively in investments of the types described in clauses (a) through (e) above.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries, as the case may be, in respect of any Asset Sale, net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (estimated reasonably and in good faith by the Company and after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that are the subject of such Asset Sale, any reserve for adjustment in respect of the sale price of such asset or assets and any reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such Asset Sale and retained by the Company or any of its Subsidiaries after such Asset Sale, including pension and other post-employment benefit liabilities and liabilities related to environmental matters, or against any indemnification obligations associated with such Asset Sale, and all distributions and payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of any such Asset Sale of assets of such Subsidiary or joint venture.  Net Proceeds shall exclude any non-cash proceeds received from any Asset Sale, but shall include such proceeds when and as converted by the Company or any Restricted Subsidiary to cash, and shall exclude any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the asset or assets subject to the Asset Sale.

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“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and the Exchange Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, Controller, Secretary or any Vice President of such Person, or any other officer designated by the Board of Directors.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of such Person or of such Person’s partner or managing member, one of whom must be the principal executive officer, principal financial officer or principal accounting officer of such Person or of such Person’s partner or managing member, that meets the requirements of Section 11.05.

“Opinion of Counsel” means an opinion from legal counsel, reasonably satisfactory to the Trustee, who may be an employee of or counsel to the Company or any Subsidiary of the Company, that meets the requirements of Section 11.05.

“Parent” means Tower Semiconductor Ltd., a company formed under the laws of Israel.

“Parent Warrants” mean the Series J Warrants issued pursuant to that certain Warrant Agreement, dated as of July 15, 2010, by and between Parent and American Stock Transfer & Trust Company, LLC.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.

“Permitted Business” means the businesses of the Company and its Restricted Subsidiaries conducted (or proposed to be conducted) on the Issue Date and any business reasonably related, ancillary or complementary thereto and any reasonable extension or evolution of any of the foregoing, whether domestic or international.

“Permitted Investments” means:

(a)           Investments in the Company or in a Restricted Subsidiary;

(b)           Investments in Cash Equivalents or Marketable Securities;

(c)           any guarantee of obligations of the Company or a Restricted Subsidiary permitted by Section 4.09;

(d)           Investments by the Company or any of its Subsidiaries in a Person if, as a result of such Investment:  (i) such Person becomes a Restricted Subsidiary or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

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(e)           Investments received in settlement of debts created in the ordinary course of business and owing to the Company or any of its Restricted Subsidiaries, in satisfaction of judgments or as payment on a claim made in connection with any bankruptcy, liquidation, receivership or other insolvency proceeding;

(f)           Investments in existence on the Issue Date;

(g)           Investments in any Person to the extent such Investment represents the non-cash portion (including, for the avoidance of doubt, any consideration that is deemed cash for purposes of Section 4.10) of the consideration received for an Asset Sale that was made pursuant to and in compliance with Section 4.10 or for an asset disposition that does not constitute an Asset Sale;

(h)           loans or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business, regardless of frequency;

(i)           other Investments in an amount not to exceed $2.0 million outstanding at any time for all such Investments made after the Issue Date;

(j)           any Investment solely in exchange for the issuance of Qualified Capital Stock;

(k)           any Investment in connection with Hedging Obligations and Foreign Currency Obligations otherwise permitted under this Indenture;

(l)           any contribution of any Investment in a joint venture or partnership that is not a Restricted Subsidiary to a Person that is not a Restricted Subsidiary in exchange for an Investment in the Person to whom such contribution is made;

(m)           loans and advances to employees not in excess of $1.0 million outstanding at any one time, in the aggregate; and

(n)           lease, utility, workers’ compensation, unemployment insurance, performance and other deposits made in the ordinary course of business.

“Permitted Liens” means:

(a)           Liens securing the Notes and Liens securing any Guarantee;

(b)           Liens securing Indebtedness under any Credit Facility (and Hedging Obligations and treasury and cash management obligations to the extent such Liens arise under the definitive documentation governing such Indebtedness and the incurrence of such obligations is not otherwise prohibited by this Indenture) permitted by Section 4.09(b)(2);

(c)           Liens securing (i) Hedging Obligations and Foreign Currency Obligations permitted to be incurred under Section 4.09 and (ii) cash management obligations not otherwise prohibited by this Indenture;

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(d)          Liens securing Purchase Money Indebtedness permitted under Section 4.09; provided that such Liens do not extend to any assets of the Company or its Restricted Subsidiaries other than the assets so acquired, constructed, installed, improved or leased, products and proceeds, improvements or accessions thereof and insurance proceeds with respect thereto;

(e)          Liens on property or shares of Capital Stock of a Person existing at the time such Person becomes a Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries; provided that such Liens were not incurred in connection with, or in contemplation of, such merger or consolidation and do not apply to any assets other than the assets of the Person acquired in such merger or consolidation;

(f)           Liens on property of an Unrestricted Subsidiary at the time that it is designated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such Liens were not incurred in connection with, or contemplation of, such designation;

(g)          Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company; provided that such Liens were not incurred in connection with, or in contemplation of, such acquisition and do not extend to any assets of the Company or any of its Restricted Subsidiaries other than the property so acquired, products and proceeds thereof and insurance proceeds with respect thereto;

(h)          Liens to secure the performance of statutory obligations, surety or appeal bonds or performance bonds, or landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s or other like Liens, in any case incurred in the ordinary course of business and with respect to amounts not yet delinquent for a period of more than 30 days or being contested in good faith by appropriate process of law, if a reserve or other appropriate provision, if any, as is required by GAAP is made therefor;

(i)           Liens existing on the Issue Date;

(j)           Liens for taxes, assessments or governmental charges or levies or claims that are not yet delinquent for a period of more than 30 days or that can thereafter be paid without penalty or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP is made therefor;

(k)          Liens securing Indebtedness permitted under Section 4.09(b)(9); provided that such Liens shall not extend to assets other than the assets that secure such Indebtedness being Refinanced;

(l)           Liens (other than Liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended) incurred or deposits made by the Company or any of its Restricted Subsidiaries in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations or deposits as security for contested taxes or import duties or for the payment of rent (exclusive of obligations for the payment of borrowed money);

(m)          easements, rights-of-way, covenants, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended purposes;

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(n)          licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Company or its Restricted Subsidiaries;

(o)          Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and Liens deemed to exist in connection with Investments in repurchase agreements that constitute Cash Equivalents;

(p)          normal and customary rights of setoff upon deposits of cash, Cash Equivalents or Marketable Securities in favor of banks or other depository or financial institutions;

(q)          Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(r)           Liens securing Indebtedness of any Foreign Subsidiary incurred in accordance with Section 4.09(b)(13);

(s)           Liens in favor of the Company or any Guarantor;

(t)           Liens securing reimbursement obligations with respect to commercial letters of credit which solely encumber goods and/or documents of title and other property relating to such letters of credit and products and proceeds thereof;

(u)          extensions, renewals, replacements, Refinancings or refundings of any Liens referred to in clause (e), (g) or (i) above; provided that any such extension, renewal, Refinancing or refunding does not extend to any assets or secure any Indebtedness not securing or secured by the Liens being extended, renewed, replaced, Refinanced or refunded;

(v)           judgment Liens not giving rise to a Default or Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(w)           Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or credited for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

(x)           Liens arising under consignment or similar arrangements for the sale of goods in the ordinary course of business;

(y)          Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company in the ordinary course of business;

(z)           deposits made in the ordinary course of business to secure liability to insurance carriers;

(aa)         Liens granted by a Restricted Subsidiary that is not a Guarantor in favor of the Company or a Guarantor;

(bb)        Liens arising in connection with Cash Equivalents described in clause (d) of the definition of the term “Cash Equivalents”;

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(cc)           deposits as security for contested taxes and contested import or customs duties;

(dd)           Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto;

(ee)           Liens in favor of credit card processors granted in the ordinary course of business; and

(ff)           other Liens securing Indebtedness that is permitted by the terms of this Indenture to be outstanding or other obligations having an aggregate principal amount at any one time outstanding not to exceed $1.0 million.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof) or any other entity.

“Preferred Equity Interest” in any Person, means an Equity Interest of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class in such Person.

“Private Placement Legend” means the legend set forth in Section 2.01(c) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions hereof.

“Purchase Money Indebtedness” means Indebtedness (including Capital Lease Obligations) incurred (within 365 days of such purchase) to finance or refinance the purchase (including in the case of Capital Lease Obligations the lease), construction, installation or improvement of any assets used or useful in a Permitted Business (whether through the direct purchase of assets or through the purchase of Capital Stock of any Person owning such assets); provided that the amount of Indebtedness thereunder does not exceed the sum of (a) 100% of the purchase cost of such assets and costs incurred in such construction, installation or improvement and (b) reasonable fees and expenses of such Person incurred in connec tion therewith.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means any Capital Stock of the Company that is not Disqualified Stock.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for or to consolidate, such Indebtedness.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Registration Rights Agreement” means the registration rights agreement, dated as of the Issue Date, made by and among the Company, the Guarantors and the holders of the Notes party thereto.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note bearing the Private Placement Legend and deposited with or on behalf of the Depositary and registered in the name of the Depositary or its nominee, issued in an initial denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

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“Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” or “Restricted Subsidiaries” means any Subsidiary, other than Unrestricted Subsidiaries.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Rating Services or any successor to the rating agency business thereof.

“Secured Indebtedness” means any Indebtedness secured by a Lien on any assets of the Company or any Domestic Subsidiary that is a Restricted Subsidiary.

“Securities Act” means the Securities Act of 1933, as amended.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such regulation is in effect on the date of this Indenture.

“Subordinated Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary that is expressly subordinated in right of payment to the Notes or the Guarantees, as the case may be.  No Indebtedness of the Company or any Restricted Subsidiary shall be deemed subordinated in right of payment to any other Indebtedness of the Company or such Restricted Subsidiary solely by virtue of any Liens, guarantees, maturity of payments or structural subordination.

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“Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof.

“TIA” means the Trust Indenture Act of 1939 as in effect on the date hereof, except as provided in Section 9.03 hereof.

“Trading Day” means a day on which (a) trading in the Common Equity or American Depositary Shares, as applicable, generally occurs on the primary U.S. national or regional securities exchange on which the Common Equity or American Depositary Shares, as applicable, are listed or, if the Common Equity or American Depositary Shares, as applicable, are not then listed on a U.S. national or regional securities exchange, on the primary other U.S. market on which the Common Equity or American Depositary Shares, as applicable, are then traded and (b) there is no Market Disruption Event.

“Trustee” means U.S. Bank National Association until a successor replaces U.S. Bank National Association in accordance with the applicable provisions hereof and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” or “Unrestricted Subsidiaries” means:  (a) any Subsidiary designated as an Unrestricted Subsidiary in a resolution of the Board of Directors of the Company in accordance with Section 4.18; and (b) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) under the Securities Act.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11(a)
“Change of Control Offer”	4.15(a)
“Change of Control Payment”	4.15(a)
“Change of Control Payment Date”	4.15(a)
“Company”	Preamble
“Covenant Defeasance”	8.04
“Disposition”	“Change of Control”
“DTC”	2.01(b)
“Event of Default”	6.01

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Term Defined in Section

“Excess Proceeds”	4.10(c)
“Excess Proceeds Offer”	3.08(a)
“Increased Interest”	4.19
“incur”	4.09
“Initial Lien”	4.12
“Legal Defeasance”	8.03
“Offer Amount”	3.08(b)
“Offer Period”	3.08(b)
“Paying Agent”	2.03
“Payment Default”	6.01(f)
“Purchase Date”	3.08(b)
“Refinancing Indebtedness”	4.09(b)(10)
“Registrar”	2.03
“Required Consents”	4.19
“Restricted Payments”	4.07(a)

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part hereof.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means each of the Company and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by the Commission rule under the TIA have the meanings so assigned to them.

SECTION 1.04. Rules of Construction.

Unless the context otherwise requires,

(1)           a term has the meaning assigned to it;

(2)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)           “or” is not exclusive and “including” means “including without limitation”;

(4)           words in the singular include the plural, and in the plural include the singular;

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(5)           provisions apply to successive events and transactions; and

(6)           references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time.

SECTION 1.05. Acts of Holders; Record Dates.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders shall be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in Person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose hereof and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.05.< /div>

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such Person the execution thereof.  Where such execution is by a signer acting in a capacity other than such Person’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Truste e deems sufficient.

(c)           The Company may, in the circumstances permitted by the TIA, fix any date as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders.  If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 2.05 hereof) prior to such first solicitation or vote, as the case may be.  With rega rd to any record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

ARTICLE 2

THE NOTES

SECTION 2.01. Form and Dating.

(a)           The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part hereof.  The Notes may have notations, legends or endorsements approved as to form by the Company, and required by law, stock exchange rule, agreements to which the Company is subject or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b)           The Notes shall initially be issued in the form of one or more Global Notes and The Depository Trust Company (“DTC”), its nominees, and their respective successors, shall act as the Depositary with respect thereto.  Each Global Note (i) shall be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions, and (iii) shall bear a Global Note Legend in substantially the following form:

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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

(c)           Except as permitted by Section 2.06(g) hereof, any Note not registered under the Securities Act shall bear the following Private Placement Legend on the face thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY [INSERT FOR REGULATION S NOTES: PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE HEREOF] ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO A “NON-U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING TH E SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  [INSERT FOR REGULATION S NOTES: THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

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THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

The Private Placement Legend shall be deemed removed from the face of any Note without further action of the Company, the Trustee or the Holder of such Note at such time as the Company shall have delivered an Officers’ Certificate to the Trustee certifying that the Private Placement Legend can be removed because such Note may be resold to the public in accordance with Rule 144 or any successor provision thereof without regard to volume, manner of sale or any other restrictions contained in Rule 144 (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) by Holders that are not Affiliates of the Company.  To effect the foregoing, the Company shall comply with all Applicable Procedures.

SECTION 2.02. Form of Execution and Authentication.

An Officer shall sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual or facsimile signature of the Trustee.  The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $93,556,000 million, and (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon written order of the Company in the form of an Officers’ Certificate.  In addition, each such Officers’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the securities are to be Initial Notes or Exchange Notes and the aggregate principal amount of Notes outstanding on the date of authentication, and shall further specify the amount of such Notes to be issued as Global Notes or Definitive Notes.  Such Notes shall initially be in the form of one or more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall be registered in the name of the Depositary or its nominee and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction.  All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

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The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Company or any Affiliate of the Company.

SECTION 2.03. Registrar and Paying Agent.

The Company shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”) and (ii) an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent, Registrar or co-registrar without prior notice to any Holder of a Note.  The Company shall notify the Trus tee in writing and the Trustee shall notify the Holders of the Notes of the name and address of any Agent not a party to this Indenture.  The Company may act as Paying Agent, Registrar or co-registrar.  The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA.  The agreement shall implement the provisions hereof that relate to such Agent.  The Company shall notify the Trustee in writing of the name and address of any such Agent.  If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.07 hereof.

The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes.

SECTION 2.04. Paying Agent To Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders of the Notes or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes, and shall notify the Trustee in writing of any Default by the Company in making any such payment.  While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by such Paying Agent to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company) shall have no further liability for the money delivered to the Trustee.  If the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent.

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SECTION 2.05. Lists of Holders of the Notes.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of the Notes and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of the Notes, including the aggregate principal amount of the Notes held by each thereof, and the Company shall otherwise comply with TIA § 312(a).

SECTION 2.06. Transfer and Exchange.

(a)           Transfer and Exchange of Global Notes.A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  Global Notes will be exchanged by the Company for Definitive Notes, subject to any applicable laws, only if (i) the Company delivers to the Trustee notice from the Depositary that (A) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or (B) the Depo sitary is no longer a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary within 90 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there shall have occurred and be continuing an Event of Default with respect to the Notes.  In any such case, the Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interests in such Global Note, certificated Notes will be issued to each Person that such Participants, Indirect Participants and DTC jointly identify as being the beneficial owner of the related Notes.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.06.  However, beneficial interests in a Global Note may be transferred and exchanged as provided in paragraph (b), (c) or (f) below.

(b)           Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions hereof and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth in this Indenture to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with the applicable subparagraphs below.

(i)       Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, no transfer of beneficial interests in a Regulation S Global Note may be made to a U.S. Person or for the account or benefit of a U.S. Person unless permitted by applicable law and made in compliance with subparagraphs (ii) and (iii) below.  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this subparagraph (i) unless specifically stated above.

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(ii)       All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to subparagraph (i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credi ted with such increase, or (B) (1) if Definitive Notes are at such time permitted to be issued pursuant to this Indenture, a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above.  Upon consummation of an Exchange Offer by the Company in accordance with paragraph (f) below, the requirements of this subparagraph (ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global Notes (or delivered in accordance with Applicable P rocedures).  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to paragraph (h) below.

(iii)       Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of subparagraph (ii) above and the Registrar receives the following:

(A)           if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (1) thereof;

(B)           if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (2) thereof; and

(C)           if the transferee will take delivery in the form of a beneficial interest in an IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (3) thereof.

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(iv)       Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of subparagraph (ii) above, and

(A)           such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Company;

(B)           such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)           such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)           the Registrar receives the following:

(y)           if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item (1)(a) thereof, or

(z)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the applicable certifications in item (5) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

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(c)           Transfer and Exchange of Beneficial Interests for Definitive Notes.

(i)       Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, subject to Section 2.06(a), upon receipt by the Registrar of the following documentation:

(A)           if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item (2)(a) thereof;

(B)           if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (1) thereof;

(C)           if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof;

(D)           if the transferee will take delivery in the form of a beneficial interest in an IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (3) thereof; or

(E)           if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (4)(b) thereof.

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to paragraph (h) below, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the certificate a Restricted Definitive Note in the appropriate principal amount.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this paragraph (c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so reg istered.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this subparagraph (i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)       Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes.  Subject to Section 2.06(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if

(A)           such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Company;

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(B)           such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)           such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)           the Registrar receives the following:

(y)           if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item (1)(b) thereof; or

(z)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the applicable certifications in item (5) thereof,

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)       Transfer and Exchange of Beneficial Interests in Unrestricted Global Notes for Unrestricted Definitive Notes.  Subject to Section 2.06(a), if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in subparagraph (b)(ii) above, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to paragraph (h) below, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the certifica te a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this subparagraph (c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this subparagraph (c)(iii) shall not bear the Private Placement Legend.

(d)           Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)       Transfer and Exchange of Restricted Definitive Notes for Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

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(A)           if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (2)(b) thereof;

(B)           if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (1) thereof;

(C)           if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof; or

(D)           if the transferee will take delivery in the form of a beneficial interest in an IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (3) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in the case of clause (D) above, the IAI Global Note.

(ii)       Transfer and Exchange of Restricted Definitive Notes for Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if

(A)           such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Company;

(B)           such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)           such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)           the Registrar receives the following:

(y)           if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (1)(c) thereof; or

(z)           if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the applicable certifications in item (5) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this subparagraph (d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)       Transfer and Exchange of Unrestricted Definitive Notes for Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from an Unrestricted Definitive Note or a Restricted Definitive Note, as the case may be, to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Unrestricted Definitive Notes or Restricted Definitive Notes, as the case may be, so transferred.

(e)           Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this paragraph (e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or its attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as a pplicable, required pursuant to the following provisions of this paragraph (e).

(i)       Transfer of Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)           if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (1) thereof;

(B)           if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (2) thereof;

(C)           if the transferee will take delivery in the form of a beneficial interest in an IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (3) thereof; and

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(D)           if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit C hereto, including, if the Registrar so requests, a certification or Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act.

(ii)       Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if

(A)           such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Company;

(B)           any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)           any such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)           the Registrar receives the following:

(y)           if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item (1)(d) thereof; or

(z)           if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the applicable certifications in item (5) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)       Transfer of Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)           Exchange Offer.  Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that make the certifications in the applicable Letters of Transmittal required by Section 2(a) of the Registration Rights Agreement, and accepted for exchange in an Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the princ ipal amount of the Restricted Definitive Notes accepted for exchange in an Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amounts.

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(g)           Legends.  The following legends shall appear on the faces of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions hereof.

(i)       Private Placement Legend.

(A)           Except as permitted by subparagraph (B) below, each Global Note (other than an Unrestricted Global Note) and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the Private Placement Legend.

(B)           Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)       Global Note Legend.  Each Global Note shall bear the Global Note Legend.

(h)           Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)           General Provisions Relating to Transfers and Exchanges.

(i)       To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.

(ii)       No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.02, 2.10, 3.06, 3.08 and 9.05 hereof).

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(iii)       The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except for the unredeemed portion of any Note being redeemed in part.

(iv)       All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits hereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)       The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing or (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(vi)       Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(vii)      The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(viii)     All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(ix)       The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(x)        Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.07. Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon the written order of the Company signed by two Officers of the Company, shall authenticate a replacement Note if the Trustee’s requirements for replacements of Notes are met.  The Holder must supply an indemnity bond sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent or any authenticating agent from any loss, expense, claim or liability which any of them may suffer if a Note is replaced.  The Company and the Trustee may charge for their expenses in replacing a Note including reasonable fees and expenses of its counsel and of the Trustee and its co unsel.

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Every replacement Note is an obligation of the Company.

SECTION 2.08. Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it shall cease to be outstanding and interest on it shall cease to accrue.

Subject to Section 2.09 hereof, a Note does not cease to be outstanding because the Company, a Subsidiary of the Company or an Affiliate of the Company holds the Note.

SECTION 2.09. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, any Subsidiary of the Company or any Affiliate of the Company shall be considered as though not outstanding, except that for purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer actually knows to be so owned shall be so considered.  Notwithstanding the foregoing, Notes that are to be acquired by the Company, any Subsidiary of the Company or an Affiliate of the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by the Company, a Subsidiary of the Company or an Affiliate of the Company until legal title to such Notes passes to the Company, such Subsidiary or such Affiliate, as the case may be.

SECTION 2.10. Temporary Notes.

Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company and the Trustee consider appropriate for temporary Notes.  Without unreasonable delay, the Company shall prepare and the Trustee, upon receipt of the written order of the Company signed by two Officers of the Company, shall authenticate definitive Notes in exchange for temporary Notes.  Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as Definitive Notes.

SECTION 2.11. Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of all canceled Notes in its customary manner (subject to the record retention requirements of the Exchange Act), unless the Company directs copies of canceled Notes to be returned to it.  The Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.

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SECTION 2.12. Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five Business Days prior to the payment date, in each case at the rate provided in the Notes.  The Company shall notify the Trustee in writing in the form of an Officers’ Certificate of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12.  The Company shall, with the consent of the Trustee, fix or cause to be fixed each such special record date and payment date.  At least 15 days before the special record date, the Company (or the Trustee, in the name of and at the expense of the Company) shall mail to Holders of the Notes a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13. Record Date.

The record date for purposes of determining the identity of Holders of the Notes entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA §316(c).

SECTION 2.14. CUSIP Number.

The Company in issuing the Notes may use a “CUSIP” number and, if it does so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes.  The Company shall promptly notify the Trustee in writing of any change in the CUSIP number.

ARTICLE 3

REDEMPTION

SECTION 3.01. Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 35 days (unless a shorter period is acceptable to the Trustee) but not more than 60 days before a redemption date, an Officers’ Certificate of the Company setting forth (i) the redemption date, (ii) the principal amount of Notes to be redeemed and (iii) the redemption price.  If the Company is required to make the redemption pursuant to Section 3.08 hereof, it shall furnish the Trustee, at least five (unless a shorter period is acceptable to the Trustee) but not more than ten Business Days before the applicable purchase date, an Officers’ Certificate of the Company setting forth (i) the purchase date, (ii) the principal amount of Notes offered to be purchased and (iii ) the purchase price.

SECTION 3.02. Selection of Notes To Be Redeemed.

(a)           If less than all of the Notes are to be redeemed at any time, the selection of Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, by lot, or, in the case of a redemption other than as provided in Section 3.07(b) hereof, by lot or by such other method as the Trustee deems fair and appropriate; provided that no Notes with a principal amount of $2,000 or less shall be redeemed in part.  In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

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(b)           The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.  Notes and portions of them selected shall be in amounts of $2,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.  Except as provided in the preceding sentence, provisions hereof that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

Subject to the provisions of Section 3.08 hereof, a notice of redemption shall be mailed by first class mail (or, if the Notes are held in book-entry form, send by electronic transmission) at least 30 but not more than 60 days before the redemption date to each Holder (with a copy to the Trustee) of Notes to be redeemed at such Holder’s registered address.

The notice, which shall not be conditional, shall identify the Notes to be redeemed (including CUSIP number(s)) and shall state:

(i)        the redemption date;

(ii)       the redemption price;

(iii)       if any Note is to be redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued in the name of the Holder thereof upon cancellation of the original Note;

(iv)      the name and address of the Paying Agent;

(v)       that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(vi)      that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(vii)     the paragraph of the Notes and/or section hereof pursuant to which the Notes called for redemption are being redeemed; and

(viii)    that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided that the Company shall have delivered to the Trustee, at least 10 days (unless a shorter period is acceptable to the Trustee) prior to the date the Company wishes to have the notice given, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

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SECTION 3.04. Effect of Notice of Redemption.

Once notice of redemption is mailed or delivered in accordance with Section 3.03 hereof, Notes called for redemption become due and payable on the redemption date at the redemption price.

SECTION 3.05. Deposit of Redemption Price.

On or prior to 11:00 a.m. Eastern Time on any redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

On and after the redemption date, if the Company does not default in the payment of the redemption price, interest shall cease to accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

Upon surrender and cancellation of a Note that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder of the Notes at the expense of the Company a new Note in principal amount equal to the unredeemed portion of the Note surrendered.

SECTION 3.07. Optional Redemption.

The Notes will not be redeemable at the Company’s option prior to July 1, 2013.  Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 days’ and no more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon to but excluding the applicable redemption date (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-month period beginning on July 1 of the years indicated below:

Year	Percentage
2013		104.00	%
2014		102.00	%

SECTION 3.08. Excess Proceeds Offer.

(a)           When the cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 exceeds $2.0 million, the Company shall make an offer to all Holders of the Notes (an “Excess Proceeds Offer”) to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds (or the pro rata amount of Excess Proceeds available to the Notes as contemplated by this paragraph (a)) at an offer price in cash in an amount equal to 100% of the principal amount thereof, together with accrued and unpaid interest to but excluding the date fixed for the closing of such offer in accordance with the procedures set forth in this Indenture.  To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary (other than Subordinated Indebtedness), the Company shall also make a pro rata offer to the holders of such Indebtedness (including the Notes) with such proceeds.  If the aggregate principal amount of Notes and other parity Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Notes and other parity Indebtedness shall be purchased on a pro rata basis.  To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds available to purchase Notes, the Company may use any remaining Excess Proceeds for general corporate purposes in compliance with the provisions of this Indenture.  Upon c ompletion of an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero.

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(b)           The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required or a shorter period is permitted by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the maximum principal amount of Notesand parity Indebtedness that may be purchased with such Excess Proceeds (which maximum principal amount of Notes and parity Indebtedness shall be the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Excess Proceeds Offer.

(c)           The Company shall comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws, rules and regulations are applicable in connection with the repurchase of the Notes required in the event of an Excess Proceeds Offer and shall not be deemed to have violated or breached the Company’s obligations under this Section 3.08 as a result thereof.

(d)           If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer.

(e)           Upon the commencement of any Excess Proceeds Offer, the Company shall send, by first class mail (or, if the Notes are held in book-entry form, send by electronic transmission) a notice to each of the Holders of the Notes, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Excess Proceeds Offer.  The notice, which shall govern the terms of the Excess Proceeds Offer, shall state:

(i)        that the Excess Proceeds Offer is being made pursuant to this Section 3.08 and the length of time the Excess Proceeds Offer shall remain open;

(ii)       the Offer Amount, the purchase price and the Purchase Date;

(iii)      that any Note not tendered or accepted for payment shall continue to accrue interest;

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(iv)      that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the Purchase Date;

(v)       that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer shall be required to surrender the Note, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Note completed, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date;

(vi)      that Holders shall be entitled to withdraw their election if the Company, Depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is unconditionally withdrawing his election to have the Note purchased;

(vii)     that, if the aggregate principal amount of Notes surrendered by Holders and other parity Indebtedness tendered by the holders thereof exceeds the Offer Amount, the Company shall select the Notes and other parity Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and

(viii)    that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.

(f)           On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes or portion thereof tendered, and deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.08.  The Company, Depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount e qual to the purchase price of the Note tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall, upon receipt of a written order of the Company in the form of an Officers’ Certificate, authenticate and mail or deliver such new Note, to such Holder equal in principal amount to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

(g)          Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving indebtedness under a Credit Facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Marketable Securities.

(h)          Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

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ARTICLE 4

COVENANTS

SECTION 4.01. Payment of Notes.

(a)           The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by or on behalf of the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

(b)           The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02. Maintenance of Office or Agency.

(a)           The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b)           The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)           The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

SECTION 4.03. Reports.

(a)           Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes, within 15 days after it is or would be required to be filed with the Commission, (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company was required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the independent registered public accounting firm of the Company and (ii) all current reports that would be required to be filed with the Com mission on Form 8-K if the Company were required to file such reports; provided, however, that to the extent such reports are filed with the Commission and publicly available, such reports shall be deemed to have been furnished to the Trustee and the Holders and no additional copies need be provided to Holders of the Notes; provided, further, that the Trustee shall not be responsible for determining whether the filing of such reports has occurred.

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(b)           The Company will file the information described in Section 4.03(a) with the Commission to the extent that the Commission is accepting such filings.  In addition, for so long as any Notes remain outstanding during any period when the Company is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, the Company will furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)           The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Trustee may be required to deliver to the Holders of the Notes under this Section 4.03.

(d)           Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 4.04. Compliance Certificate.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate of the Company stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to his or her knowledge each such entity is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall exist, describing all such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto).

SECTION 4.05. Taxes.

The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies imposed upon the Company or its Restricted Subsidiaries except as contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.06. Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance hereof; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

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SECTION 4.07. Limitation on Restricted Payments.

(a)           Neither the Company nor any of its Restricted Subsidiaries may, directly or indirectly:

(i)       pay any dividend or make any distribution on account of any Equity Interests of the Company other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company;

(ii)       purchase, redeem or otherwise acquire or retire for value any of the Company’s Equity Interests or any Subordinated Indebtedness, other than (x) Subordinated Indebtedness within one year of the stated maturity date thereof and (y) any such Equity Interests or Subordinated Indebtedness owned by the Company or by any Restricted Subsidiary;

(iii)       pay any dividend or make any distribution on account of any Equity Interests of any Restricted Subsidiary, other than:

(A)           to the Company or any Restricted Subsidiary; or

(B)           to all holders of any class or series of Equity Interests of such Restricted Subsidiary on a pro rata basis; or

(iv)       make any Restricted Investment

(all such prohibited payments and other actions set forth in clauses (i) through (iv) being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1)           no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2)           after giving effect to the incurrence of any Indebtedness the net proceeds of which are used to finance such Restricted Payment, the Company is able to incur at least $1.00 of additional Indebtedness in compliance with Section 4.09(a); and

(3)           such Restricted Payment, together with the aggregate of all other Restricted Payments made after the Issue Date, is less than the sum of:

(A)           50% of the aggregate amount of the Consolidated Net Income accrued on a cumulative basis during the period, taken as one accounting period, beginning on the first day of the fiscal quarter during which the Issue Date occurs and ending on the last day of the Company’s most recently completed fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or in the case that such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

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(B)           an amount equal to the sum of (x) 100% of the aggregate net cash proceeds and the fair market value of any property or assets received by the Company from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company (other than Equity Interests sold to any of the Company’s Subsidiaries), following the Issue Date and (y) the aggregate amount by which Indebtedness (other than any Indebtedness owed to the Company or a Subsidiary) incurred by the Company or any Restricted Subsidiary subsequent to the Issue Date is reduced on the Company’s balance sheet upon the conversion or exchange thereof into Qualified Capital Stock (less the amount of any cash, or the fair market value of assets, distributed by the Company or any Restricte d Subsidiary upon such conversion or exchange); plus

(C)           if any Unrestricted Subsidiary is designated by the Company as a Restricted Subsidiary, an amount equal to the fair market value of the net Investment by the Company or a Restricted Subsidiary in such Subsidiary at the time of such designation; provided, however, that the foregoing amount shall not exceed the amount of Restricted Investments made by the Company or any Restricted Subsidiary in any such Unrestricted Subsidiary following the Issue Date which reduced the amount available for Restricted Payments pursuant to this clause (3) less amounts received by the Company or any Restricted Subsidi ary from such Unrestricted Subsidiary that increased the amount available for Restricted Payments pursuant to clause (D) below; plus

(D)           100% of any cash dividends and other cash distributions received by the Company and the Company’s Restricted Subsidiaries from an Unrestricted Subsidiary since the Issue Date to the extent not included in Consolidated Net Income; provided, however, that the foregoing amount shall not exceed the amount of Restricted Investments made by the Company or any Restricted Subsidiary in any such Unrestricted Subsidiary following the Issue Date which reduced the amount available for Restricted Payments pursuant to this clause (3); plus

(E)           to the extent not included in clauses (A) through (D) above, an amount equal to the net reduction in Restricted Investments of the Company and the Company’s Restricted Subsidiaries following the Issue Date resulting from payments in cash of interest on Indebtedness, dividends, or repayment of loans or advances, or other transfers of property, in each case, to the Company or to a Restricted Subsidiary or from the net cash proceeds from the sale, conveyance, liquidation or other disposition of any such Restricted Investment, not to exceed the amount of such Restricted Investment so made.

(b)           The foregoing provisions will not prohibit the following (provided that with respect to clause (6) below, no Default or Event of Default shall have occurred and be continuing):

(1)           the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions hereof;

(2)           the redemption, repurchase, retirement or other acquisition of (x) any Equity Interests of the Company in exchange for, or out of the net proceeds of the substantially concurrent issue or sale of, Equity Interests (other than Disqualified Stock) of the Company (other than Equity Interests (other than Disqualified Stock) issued or sold to any Subsidiary) or (y) Subordinated Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary (A) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Capital Stock, (B) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under clause (9) of Section 4.09(b) or other Indebtedness permitted to be incurred under Section 4.09 or (C) with the Net Proceeds from an Asset Sale or upon a Change of Control, in each case with respect to Subordinated Indebtedness redeemed, repurchased, retired or acquired under this clause (C), to the extent required by the agreement governing such Subordinated Indebtedness but only if the Company shall have previously applied such Net Proceeds to make an Excess Proceeds Offer or made a Change of Control Offer, as the case may be, in accordance with Section 3.08 or 4.15, as applicable, and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming or repurchasing such Subordinated Indebtedness;

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(3)           the accrual, declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or shares of Preferred Equity Interests of any Restricted Subsidiary issued in accordance with Section 4.09;

(4)           repurchases or other acquisitions of Equity Interests deemed to occur upon exercise of stock options or warrants or upon the vesting of restricted stock units if such Equity Interests represent the exercise price of such options or warrants or represent withholding taxes due upon such exercise or vesting;

(5)           Restricted Payments in an amount not to exceed $2.0 million;

(6)           the purchase of Equity Interests or options, warrants, equity appreciation rights or other rights to purchase or acquire Equity Interests of the Company held by any existing or former employees, management or directors of the Company or any Restricted Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management, employees or directors; provided that such redemptions or repurchases pursuant to this clause (6) during any calendar year will not exceed $1.0 million in the aggregate (with unused amounts in any calendar year being carried over to succeedin g calendar years);

(7)           the purchase of fractional shares of Capital Stock of the Company arising out of stock dividends, splits or combinations or mergers, consolidations or other acquisitions or the payment of cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of the Company;

(8)           in connection with any acquisition by the Company or by any of its Restricted Subsidiaries, the receipt or acceptance of the return to the Company or any of its Restricted Subsidiaries of Capital Stock of the Company or any Restricted Subsidiaries constituting a portion of the purchase price consideration in settlement of indemnification claims or as a result of a purchase price adjustment (including earn-outs and similar obligations);

(9)           the honoring of any conversion request by a holder of any convertible Indebtedness that is convertible into Capital Stock of the Company or its Restricted Subsidiaries and the making of cash payments in lieu of fractional shares in connection with any conversion of convertible Indebtedness in accordance with the terms of any convertible Indebtedness; and

(10)         payments or distributions to stockholders in an amount not to exceed $1.0 million pursuant to appraisal rights required under applicable law in connection with any merger, consolidation or other acquisition by the Company or any Restricted Subsidiary.

(c)           Restricted Payments made pursuant to Section 4.07(a) and clause (1) of Section 4.07(b) shall be included as Restricted Payments in any computation made pursuant to clause (3) of Section 4.07(a). Restricted Payments made pursuant to clauses (2) through (10) of Section 4.07(b) shall not be included as Restricted Payments in any computation made pursuant to clause (3) of Section 4.07(a).

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(d)           If the Company or any Restricted Subsidiary makes a Restricted Investment and the Person in which such Investment was made subsequently becomes a Restricted Subsidiary, to the extent such Investment resulted in a reduction in the amounts calculated under clause (3) of Section 4.07(a) or under any other provision of this Section 4.07 (which was not subsequently reversed), then such amount shall be increased by the amount of such reduction.

(e)           For purposes of determining compliance with this Section 4.07, (i) the amount of any Restricted Payment shall be counted only once, and (ii) if a Restricted Payment (A) meets the criteria of more than one of the categories described in clauses (1) through (10) of Section 4.07(b), or (B) is permitted to be made pursuant to Section 4.07(a) and also meets the criteria of one or more of the categories described in clauses (1) through (10) of Section 4.07(b), or (C) meets the criteria of one or more of the categories of Permitted Investments and is also permitted to be made pursuant to Section 4.07(a) and/or also meets the criteria of one or more categories described in clauses (1) through (10) of Section 4.07(b), the Company shall, in its sole discr etion, divide and classify such Restricted Payment in any manner that complies with this Section 4.07 and may from time to time reclassify such Restricted Payment in any manner in which such item could be incurred at the time such Restricted Payment was made.

SECTION 4.08. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)           The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)            pay dividends or make any other distribution to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Subsidiaries;

(2)            make loans or advances to the Company or any of its Subsidiaries; or

(3)            transfer any of its properties or assets to the Company or any of its Subsidiaries.

(b)           The foregoing limitations shall not apply to any such encumbrances or restrictions existing under or by reason of:

(1)            Existing Indebtedness and existing agreements as in effect on the Issue Date;

(2)            applicable law, regulation, order, approval, license, permit, grant or similar restriction, in each case issued or imposed by a governmental authority;

(3)            pursuant to an agreement existing at the time a Person became a Restricted Subsidiary or property is acquired by the Company or any Restricted Subsidiary (including those existing by reason of Acquired Debt); provided, however, that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary or such property being acquired and are not applicable to the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(4)            by reason of customary nonassignment provisions in leases, licenses and other agreements entered into in the ordinary course of business and consistent with past practices;

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(5)            Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being Refinanced;

(6)            this Indenture and the Notes or by the Company’s other Indebtedness ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes;

(7)            any Credit Facility;

(8)            any agreement, contract or instrument entered into in connection with Permitted Liens to the extent imposing restrictions on the assets subject to such Liens;

(9)            any agreement for the sale of any Subsidiary or its assets that restricts distributions by that Subsidiary (or sale of such Subsidiary’s Equity Interests) pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this Indenture;

(10)          secured Indebtedness otherwise permitted to be incurred by this Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(11)          customary provisions in joint venture agreements and other similar agreements which are applicable to the Equity Interests of such joint venture;

(12)          Purchase Money Indebtedness permitted under Section 4.09 that imposes restrictions of the type described in clause (3) of Section 4.08(a) on the property so acquired;

(13)          any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(14)          under any contract, instrument or agreement relating to Indebtedness of any Foreign Subsidiary permitted under Section 4.09 which imposes restrictions solely on such Foreign Subsidiary and its Subsidiaries; or

(15)          any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business.

SECTION 4.09. Limitation on Incurrence of Indebtedness.

(a)           The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) or permit any of its Restricted Subsidiaries to issue any Preferred Equity Interests; provided, however, that, notwithstanding the foregoing, the Company and any Guarantor may incur Indebtedness (including Acquired Debt and the issuance of Disqualified Stock) and any Guarantor may issue Preferred Equity Interests, i f, after giving effect to the incurrence of such Indebtedness or the issuance of such Preferred Equity Interests and the application of the net proceeds thereof on a pro forma basis, the Company’s Fixed Charge Coverage Ratio is not less than 2.5 to 1.0 and no Default or Event of Default would occur as a consequence of such incurrence or be continuing following such incurrence.

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(b)           The foregoing limitation will not apply to any of the following incurrences of Indebtedness:

(1)            Indebtedness represented by the Notes issued on the Issue Date (and any Exchange Notes issued in exchange therefor) and the related Guarantees;

(2)            Indebtedness of the Company or any Restricted Subsidiary under any Credit Facility in an aggregate principal amount at any time outstanding not to exceed the excess of (x) $50.0 million over (y) the aggregate principal amount of Indebtedness under the Credit Facilities permanently repaid pursuant to clause (1) of Section 4.10(b);

(3)            (x) Indebtedness among the Company and its Restricted Subsidiaries; provided that any such Indebtedness owed by the Company or a Guarantor to any Restricted Subsidiary that is not a Guarantor shall be subordinated to the prior payment in full of the Notes or the Guarantees, as applicable, and (y) Preferred Equity Interests of a Restricted Subsidiary held by the Company or a Restricted Subsidiary; provided that if such Preferred Equity Interests are issued by a Guarantor, such Preferred Equity Interests are held by the Company or a Guarantor;

(4)            Existing Indebtedness;

(5)            Indebtedness consisting of Purchase Money Indebtedness in an aggregate principal amount (when aggregated with the amount of Refinancing Indebtedness outstanding under clause (9) below in respect of Indebtedness incurred pursuant to this clause (5)) not to exceed $9.0 million outstanding at any time;

(6)            Hedging Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or such Restricted Subsidiary; provided, however, that such Hedging Obligations are entered into for purposes of managing interest rate exposure of the Company and its Restricted Subsidiaries and not for speculative purposes;

(7)            Foreign Currency Obligations of the Company or any of its Restricted Subsidiaries entered into to manage exposure of the Company and its Restricted Subsidiaries to fluctuations in currency values and not for speculative purposes;

(8)            Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, bank guarantees or letters of credit of the Company or any Restricted Subsidiary or surety or appeal bonds provided by the Company or any Restricted Subsidiary incurred in the ordinary course of business and on ordinary business terms in connection with a Permitted Business;

(9)            the incurrence by the Company or any Restricted Subsidiary of Indebtedness Refinancing, in whole or in part, Indebtedness referred to in Section 4.09(a) or in clause (1), (4) or (5) above or this clause (9) (“Refinancing Indebtedness”); provided, however, that:

(A)           the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so Refinanced and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith;

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(B)           the Refinancing Indebtedness shall have a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being Refinanced;

(C)           if the Indebtedness being Refinanced is subordinated in right of payment to the Notes and the Guarantees, the Refinancing Indebtedness shall be subordinated in right of payment to the Notes and the Guarantees on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being Refinanced; and

(D)           if the Indebtedness to be Refinanced was the obligation of the Company or Guarantor, such Indebtedness shall not be incurred by any of its Restricted Subsidiaries other than a Guarantor or any Restricted Subsidiary that was an obligor under the Indebtedness so Refinanced;

(10)          additional Indebtedness in an aggregate principal amount not to exceed $2.0 million at any one time outstanding;

(11)          the guarantee by the Company or any Guarantor of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09 and the guarantee by any Restricted Subsidiary that is not a Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Guarantor;

(12)          the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock;

(13)          Indebtedness of Foreign Subsidiaries in an aggregate principal amount outstanding at any time not to exceed $5.0 million;

(14)          customary purchase price adjustments (including earn-outs) and indemnifications and similar obligations in connection with acquisition or disposition of stock or assets; and

(15)          guarantees to suppliers, licensors or franchisees (other than guarantees of Indebtedness) in the ordinary course of business.

(c)           For purposes of determining compliance with this Section 4.09, (1) the outstanding principal amount of any item of Indebtedness shall be counted only once, and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness incurred in compliance with this Section 4.09 shall be disregarded, and (2) if an item of Indebtedness meets the criteria of more than one of the categories described in clauses (1) through (15) of Section 4.09(b) or is permitted to be incurred pursuant to Section 4.09(a) and also meets the criteria of one or more of the categories described in clauses (1) through (15) of Section 4.09(b), the Company shall, in its sole discretion, divide and classify such item of Indebtedness i n any manner that complies with this Section 4.09 and may from time to time reclassify such item of Indebtedness in any manner in which such item could be incurred at the time of such reclassification.

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(d)           Accrual of interest, the accretion of original issue discount and the payment of interest in the form of additional Indebtedness of the same class, the accumulation of dividends on Disqualified Stock or Preferred Equity Interests of a Restricted Subsidiary (to the extent not paid), and the payment of dividends on Disqualified Stock or Preferred Equity Interests of Restricted Subsidiaries in the form of additional shares of the same class shall not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.09.  Any increase in the amount of Indebtedness solely by reason of currency fluctuations shall not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.09.  ; A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, becoming Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.09.

(e)           The amount of Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, (2) the principal amount thereof, in the case of any other Indebtedness, (3) in the case of the guarantee by the specified Person of any Indebtedness of any other Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (4) in the case of Indebtedness of others guaranteed by means of a Lien on any asset of the Company or any Restricted Subsidiary, the lesser of (A) the fair market value of such asset on the date on which Indebtedness is required to be determined pursuant to this Indenture and (B ) the amount of the Indebtedness so secured.

(f)           For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced.  Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.

SECTION 4.10. Limitation on Asset Sales.

(a)           The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(1)           the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (determined as of the time of contractually agreeing to such Asset Sale) of the assets included in such Asset Sale (such fair market value to be determined by (i) an executive officer of the Company or such Subsidiary if the value is less than $5.0 million or (ii) in all other cases by a resolution of the Board of Directors of the Company (or of a committee appointed thereby for such purposes));

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(2)           at least 75% of the total consideration in such Asset Sale consists of cash or Cash Equivalents or Marketable Securities received at the closing of such Asset Sale; and

(3)           the Company delivers Officers’ Certificate to the Trustee certifying that clauses (1) and (2) above have been complied with.

For purposes of clause (2) above, the following shall be deemed to be cash received at closing:

(A)          the amount (without duplication) of any Indebtedness or other liabilities (other than Subordinated Indebtedness) of the Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness or liability,

(B)           the amount of any obligations or securities received from such transferee that are within 180 days converted by the Company or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and

(C)           the fair market value (determined in good faith by the Board of Directors of the Company) of any assets received by the Company or any Restricted Subsidiary to be used by the Company or any Restricted Subsidiary in a Permitted Business.

(b)           If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company or such Restricted Subsidiary shall apply all or any of the Net Proceeds therefrom, at the Company’s election, to:

(1)            repay, prepay, purchase, redeem or otherwise retire Indebtedness under any Credit Facility, and in the case of any such repayment under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility in an amount equal to the principal amount so prepaid;

(2)            (A) invest all or any part of the Net Proceeds thereof in capital expenditures or the purchase of assets to be used by the Company or any Restricted Subsidiary in a Permitted Business, (B) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged primarily in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B); or

(3)            any combination of (1) and (2).

(c)           Any Net Proceeds from any Asset Sale that are not applied or invested (or committed pursuant to a written agreement to be applied) as provided in Section 4.10(b) within 365 days after the receipt thereof and, in the case of any amount committed to a reinvestment, which are not actually so applied within 180 days following such 365 day period shall constitute “Excess Proceeds.”

SECTION 4.11. Limitation on Transactions with Affiliates.

(a)           The Company shall not and shall not permit any Restricted Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of any of the Company’s or any Restricted Subsidiary’s properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (including any Unrestricted Subsidiary) (each of the foregoing, an “Affiliate Transaction”), unless:

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(1)           such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; provided that such transaction shall be deemed to be on terms at least as favorable as terms that could have been obtained in a comparable transaction with an unrelated Person (i) if the Company or such Restricted Subsidiary has obtained the favorable opinion of an independent certified public accounting firm, which may be the Company’s auditors, as to the fairness of such Affiliate Transaction to us or the relevant Restricted Sub sidiary, as the case may be, from a financial point of view or (ii) if such transaction is approved by the members of (x) the Board of Directors of the Company or (y) any duly constituted committee thereof, in each case including a majority of the disinterested members thereof who meet the independence requirements of the New York Stock Exchange or the Nasdaq Stock Market; and

(2)           if such Affiliate Transaction involves aggregate payments in excess of $5.0 million, either (i) such Affiliate Transaction has been approved by a resolution of the members of (x) the Board of Directors of the Company or (y) any duly constituted committee thereof, in each case including a majority of the disinterested members thereof who meet the independence requirements of the New York Stock Exchange or the Nasdaq Stock Market, (ii) the Company or such Restricted Subsidiary has obtained the favorable opinion of an Independent Financial Advisor as to the fairness of such Affiliate Transaction to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view or (iii) the Company or such Restricted Subsidiary has obtained the favora ble opinion of an independent certified public accounting firm, which may be the Company’s auditors, as to the fairness of such Affiliate Transaction to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view.

(b)           Notwithstanding the foregoing, the following shall, in each case, not be deemed Affiliate Transactions:

(1)            the payment of compensation (including fees, benefits, severance, change of control payments and incentive arrangements) to, and the reimbursement of expenses of, directors and management of the Company and its Subsidiaries;

(2)            indemnification or similar arrangements for officers, directors, employees or agents of the Company or any of its Restricted Subsidiaries pursuant to charter, bylaw, statutory or contractual provisions;

(3)            transactions between or among the Company and its Restricted Subsidiaries;

(4)            Restricted Payments permitted by Section 4.07 and Permitted Investments (other than transactions with a Person that is an Affiliate other than as a result of such Investment);

(5)            any transactions between the Company or any of its Restricted Subsidiaries and any Affiliate of the Company the Equity Interests of which Affiliate are owned solely by the Company or one of its Restricted Subsidiaries, on the one hand, and by persons who are not Affiliates of the Company or Restricted Subsidiaries, on the other hand;

(6)            any agreements or arrangements in effect on the Issue Date and described in the Exchange Agreement and any modifications, extensions or renewals thereof that are no less favorable to the Company or the applicable Restricted Subsidiary in any material respect than such agreement as in effect on the Issue Date;

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(7)            so long as it complies with clause (1) of Section 4.11(a), customary transactions with suppliers or purchasers or sellers of goods or services in the ordinary course of business;

(8)            transactions with Persons who are Affiliates of the Company solely as a result of the Company’s or a Restricted Subsidiary’s Investment in such Person;

(9)            loans and advances to directors, employees or officers made in the ordinary course of business in compliance with applicable laws, provided that such loans and advances do not exceed $1.0 million in the aggregate at any one time outstanding;

(10)          the entering into, maintaining and performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or other similar arrangement, in each case in the ordinary course of business, for or with any employee, officer or director, including vacation, health, insurance, deferred compensation, retirement, savings or other similar plans; and

(11)          so long as it complies with clause (1) of Section 4.11(a), a Consolidated Group Transaction.

SECTION 4.12. Limitation on Liens.

The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien (the “Initial Lien”) on any asset now owned or hereafter acquired by the Company or any Restricted Subsidiary, or on any income or profits therefrom, except Permitted Liens unless provision is made so that the Notes are or will be secured by the assets subject to such Liens on an equal and ratable basis or on a basis prior to such Liens; provided that to the extent that such Lien secures Indebtedness that is subordinated to the Notes, such Lien shall be subordinated to and be later in priority than the Notes on the same basis for so long as such other Indebtedness is secured by such Li ens.

Any Lien created to secure the Notes pursuant to this Section 4.12 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien and the Company may take such action, if any, as is necessary to memorialize such release and discharge.

SECTION 4.13. Additional Subsidiary Guarantees.

If the Company or any of its Domestic Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the Issue Date, then such Domestic Restricted Subsidiary shall become a Guarantor and shall, within thirty (30) days after such Domestic Restricted Subsidiary was acquired or created (i) execute and deliver to the Trustee a supplemental indenture in form of Exhibit E hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary.

SECTION 4.14. Organizational Existence.

Subject to Article 5 hereof and the proviso to this Section 4.14, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its existence as a corporation and, subject to Section 4.10 hereof, the corporate, limited liability company, partnership or other existence of any Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any Restricted Subsidiary and (ii) subject to Section 4.10 hereof, the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such rig ht, license or franchise, or the corporate, partnership or other existence of any Restricted Subsidiary if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

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SECTION 4.15. Change of Control.

(a)           Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed or delivered a redemption notice with respect to all outstanding Notes as set forth in Section 3.07, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes at a cash purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to but excluding the date of repurchase (subject to the rights of holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date) (in either case, the “Change of Control Payment”).  Within 30 days following any Change of Control, the Company shall provide notice to each Holder with a copy to the Trustee stating:

(1)                      that the Change of Control Offer is being made pursuant to this Section 4.15;

(2)                      the purchase price and the purchase date, which shall be no earlier than 30 days and not later than 60 days after the date such notice is mailed or delivered  (the “Change of Control Payment Date”);

(3)                      that any Notes not tendered will continue to accrue interest in accordance with the terms of this Indenture;

(4)                      that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date;

(5)                      that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is unconditionally withdrawing its election to have such Notes purchased;

(6)                       that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof;

(7)                       if the Company is making the election to make the Change of Control Payment in Common Equity or American Depositary Shares of the acquiring person; and

(8)                       any other information material to such Holder’s decision to tender Notes.

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Notwithstanding the foregoing, if the acquiring person in the Change of Control transaction (i) is a corporation or limited liability company formed and validly existing under the laws of the United States of America or any State thereof or any member country of the European Union and (ii) the corporate family rating of the acquiring person is Investment Grade, the Company may elect to pay all of the Change in Control Payment in such acquiring person’s Common Equity or American Depositary Shares that have been (x) registered under the Securities Act and with any U.S. governmental authority under any state law or any other federal law that is necessary for such shares to be validly issued or delivered, and (y) approved for listing on a U.S. national securities exchange, the London St ock Exchange or the Frankfurt Stock Exchange.  The Company shall provide notice of such election, at the time it provides notice to the holders of the Change of Control Offer.  If such election is made, on the Change of Control Payment Date, the Company shall deliver to holders tendering Notes in connection with such Change of Control Offer the number of shares of Common Equity or American Depositary Shares equal to the Change in Control Payment payable to such holder divided by 97% of the Current Market Price.

(b)           The Company shall comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws, rules and regulations are applicable in connection with the repurchase of the Notes required in the event of a Change of Control and shall not be deemed to have violated or breached the Company’s obligations under this Section 4.15 as a result of such compliance.  The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to Change of Control Offer made by the Company.  The Co mpany’s obligations in respect of a Change of Control Offer can be modified with the consent of Holders of a majority of the aggregate principal amount of Notes then outstanding at any time prior to the occurrence of a Change of Control.  Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

SECTION 4.16. Payments for Consent.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of a Note for or as an inducement to any consent, waiver or amendment of any of the terms or provisions hereof or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that are (i) QIBs, (ii) located outside of the United States or (iii) IAIs and, in each case,that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.17. Limitation on repayment and exchanges of Convertible Notes.

(a)           The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, exchange, purchase or otherwise acquire or retire for value any Convertible Notes for consideration that is not solely cash on terms more favorable to the holders thereof than the terms set forth in the Exchange Agreement unless such terms are offered to be paid or agreed to be paid to all Holders of the Notes that are (i) QIBs, (ii) located outside of the United States or (iii) IAIs and, in each case, that agree to have their Notes exchanged, purchased or otherwise acquired or retired in the time frame set forth in the solicitation documents relating to such exchange, purchase, acquisition or retirement.

(b)           The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, purchase, redeem or otherwise acquire or retire for value any Convertible Notes for cash consideration in excess of $1,000 per $1,000 principal amount of the Convertible Notes to be so purchased, redeemed, acquired or retired, plus accrued and unpaid interest thereon.

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SECTION 4.18. Designation of Unrestricted Subsidiaries.

(a)           As of the Issue Date, all of the Company’s Subsidiaries shall be Restricted Subsidiaries.  After the Issue Date, the Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and:

(1)           no portion of the Indebtedness or any other obligation (contingent or otherwise) of such Subsidiary, immediately after such designation:  (i) is guaranteed by the Company or any other Subsidiary of the Company (other than another Unrestricted Subsidiary); (ii) is recourse to or obligates the Company or any other Subsidiary of the Company (other than another Unrestricted Subsidiary) in any way; or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company (other than another Unrestricted Subsidiary), or Equity Interests issued by such Subsidiary, directly or indirectly, contingently or otherwise, to satisfaction thereof;

(2)           neither the Company nor any other Subsidiary (other than another Unrestricted Subsidiary) has any contract, agreement, arrangement or understanding with such Subsidiary, written or oral, other than on terms no less favorable to the Company or such other Subsidiary than those that might be obtained at the time from persons who are not the Company’s Affiliates; and

(3)           neither the Company nor any other Subsidiary (other than another Unrestricted Subsidiary) has any obligation:  (i) to subscribe for additional shares of Capital Stock of such Subsidiary or other equity interests therein; or (ii) to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve certain levels of operating results.

(b)           If at any time after the Issue Date the Company designates an additional Subsidiary as an Unrestricted Subsidiary, the Company will be deemed to have made a Restricted Investment in an amount equal to the fair market value (as determined in good faith by the Board of Directors of the Company evidenced by a resolution of the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee no later than ten Business Days following a request from the Trustee) of such Subsidiary.

(c)           An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, at the time of such designation after giving pro forma effect thereto, no Default or Event of Default shall have occurred or be continuing.

SECTION 4.19. Increased Interest.

If Parent does not obtain the consents and approvals described in Section 11(i) of the Exchange Agreement (the “Required Consents”) within 60 days of the Issue Date, then until such time as all Required Consents are obtained or the Company has delivered an Opinion of Counsel described below, the Notes shall accrue additional interest (the “Increased Interest”) (x) from the 60th day after the Issue Date through and including the 179th day after the Issue Date at a rate per annum equal to 2.00% and (y) on and after the 180th day after the Issue Date at a rate per annum equal to 4.50%.  Upon receipt of any Required Consent, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Required Consent has been obtained.  Increased Interest shall cease to accrue on the Notes upon the delivery to the Trustee of an Officers’ Certificate certifying that all such Required Consents have been obtained or an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that any Required Consent that has not been obtained is not required for the issuance of the ordinary shares upon exercise of the Parent Warrants.  If such Officers’ Certificate or Opinion of Counsel is not delivered to the Trustee prior to the one-year anniversary of the Issue Date, Increased Interest shall accrue on the Notes until the stated maturity thereof.  The Increased Interest will be in addition to any in terest otherwise accruing on the Notes and will be payable as set forth in the Notes.

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ARTICLE 5

SUCCESSORS

SECTION 5.01. Merger, Consolidation or Sale of Assets.

(a)           The Company shall not consolidate or merge with or into (whether or not the Company is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to, another Person unless:

(1)           the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company ) or to which such sale, assignment, transfer, lease, conveyances or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided, however, that if the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-Company that is a corporation;

(2)           the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made expressly assumes all of the Company’s obligations under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee;

(3)           immediately after such transaction, no Default or Event of Default exists;

(4)           the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that such merger, consolidation, sale or transfer and such supplemental indenture comply with this Indenture; and

(5)           the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (A) will have a Fixed Charge Coverage Ratio after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Company’s Fixed Charge Coverage Ratio immediately preceding the transaction or (B) would, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a).

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which property and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

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(b)            Notwithstanding the foregoing clause (5) of Section 5.01(a):

(1)            any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Company or another Restricted Subsidiary; and

(2)            the Company may merge with a Restricted Subsidiary solely for the purpose of reincorporating the Company in any state of the United States or the District of Columbia so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby.

(c)            Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of such Guarantee and this Indenture) shall not, and the Company shall not cause or permit any Guarantor to, consolidate or merge with or into (whether or not such Guarantor is the surviving entity) any Person other than the Company or a Guarantor (in each case, other than in accordance with Section 4.10) unless:

(1)            the Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(2)            the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) expressly assumes all the obligations of the Guarantor, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture;

(3)            immediately after such transaction, no Default or Event of Default exists; and

(4)            the Guarantor shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that such merger, consolidation, sale or transfer and such supplemental indenture comply with this Indenture.

SECTION 5.02. Successor Corporation Substituted.

Upon satisfaction of Section 5.01 hereof, the successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as applicable, under this Indenture; provided that the predecessor company in the case of a lease of all or substantially all of the assets of the Company and its Restricted Subsidiaries shall not be released from any of the obligations or covenants under this Indenture and the Notes, including with respect to the payment of the Notes, and in all other cases the predecessor company shall be released from all obligations and covenants under this Indenture and the Notes.

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ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

Each of the following constitutes an “Event of Default”:

(a)           default for 30 days in the payment when due of interest or additional interest, if any, on the Notes;

(b)           default in payment when due of principal of or premium, if any, on the Notes at maturity, upon repurchase, redemption or otherwise;

(c)            failure to comply with the provisions described under Section 5.01;

(d)            failure to comply with any obligations under the provisions described under Section 3.08 or 4.15 (other than a failure to purchase Notes duly tendered to the Company for repurchase pursuant to a Change of Control Offer or an Excess Proceeds Offer);

(e)            default under any other provision of this Indenture or the Notes, which default remains uncured for 60 days after notice from the Trustee or the Holders of at least 25% of the aggregate principal amount then outstanding of the Notes;

(f)             default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company and any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company and any of its Restricted Subsidiaries), which default is caused by a failure to pay the principal of such Indebtedness at the final stated maturity thereof within the grace period provided in the agreements or instruments governing such Indebtedness (a “Payment Default”), and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Paym ent Default, aggregates $5.0 million or more;

(g)            default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company and any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), which default results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates $5.0 million or more;

(h)            failure by the Company and any of its Restricted Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating $5.0 million or more, which judgments remain unsatisfied or undischarged for any period of 30 consecutive days during which a stay of enforcement of such judgments shall not be in effect;

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(i)             any Guarantee of a Significant Subsidiary of the Company shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor that qualifies as a Significant Subsidiary, or any person acting on behalf of any Guarantor that qualifies as a Significant Subsidiary, shall deny or disaffirm its obligations under its Guarantee;

(j)             the Company or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors; and

(k)            a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:  (i) is for relief against the Company or any Significant Subsidiary of the Company in an involuntary case; (ii) appoints a custodian of the Company or any Significant Subsidiary of the Company or for all or substantially all of the property of the Company or any Significant Subsidiary of the Company; or (iii) orders the liquidation of the Company or any Significant Subsidiary of the Company, and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 6.02. Acceleration.

If any Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% of the aggregate principal amount then outstanding of the Notes by written notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default specified in paragraph (j) or (k) of Section 6.01 hereof with respect to the Company, all outstanding Notes shall become due and payable without further action or notice.  Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture.  The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such Holders’ interest.

Notwithstanding the foregoing, the sole remedy for an Event of Default relating to the failure by the Company to comply with its obligations under Section 4.03 and for any failure by the Company to comply with the requirements of TIA §314(a)(1), shall for the first 120 days after the occurrence and during the continuance of such an Event of Default consist exclusively of the right to receive special interest on the Notes at an annual rate equal to 0.50% of the principal amount of the Notes then outstanding (the “Special Interest”). The Special Interest will be in addition to any Additional Interest that may accrue and be payable under the Registration Rights Agreement and will be payable in the same manner as Additional Interest accruing under the Registration Righ ts Agreement. The Special Interest will accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with Section 4.03 or the failure to comply with the requirements of TIA §314(a)(1) first occurs to but not including the 120th day thereafter (or such earlier date on which the Event of Default relating to such obligations shall have been cured or waived). After the 120th day (or earlier, if such Event of Default is cured or waived on or before such 120th day), such Special Interest will cease to accrue and, if such Event of Default has not been cured or waived prior to such 120th day, then the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest and Special Interest on all such Notes to be due and payable immediately.

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SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes and this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

Holders of a majority in aggregate principal amount of then outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default in the payment of interest or premium on, or principal of, the Notes.  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose hereof; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with the law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 6.06. Limitation on Suits.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if

(a)           the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(b)           the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)           such Holder of a Note or Holders of Notes offer and provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(d)           the Trustee does not comply with the request within 60 days after receipt of the request and the offer and the provision of indemnity; and

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(e)           during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 6.07. Rights of Holders of Notes To Receive Payment.

Notwithstanding any other provision hereof, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder of the Note.

SECTION 6.08. Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), the Company’s creditors or the Company’s property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of a Note to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to t he Holders of the Notes, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders of the Notes may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Note any plan of reorganiz ation, arrangement, adjustment or composition affecting the Notes or the rights of any Holder of a Note thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Note in any such proceeding.

SECTION 6.10. Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

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First:  to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and

Third:  to the Company or to such party as a court of competent jurisdiction shall direct in writing.

The Trustee may fix a record date and payment date for any payment to Holders of Notes.

SECTION 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes pursuant to this Article 6.

ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a)           If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care of a prudent Person in the conduct of his or her own affairs.

(b)           Except during the continuance of an Event of Default,

(i)       the duties of the Trustee shall be determined solely by the express provisions hereof and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)       in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements hereof.  However, in the case of certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements hereof but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.

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(c)           The Trustee shall not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)       this paragraph shall not limit Section 7.01(b);

(ii)      the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;

(iii)     the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof; and

(iv)     no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)           Whether or not therein expressly so provided, every provision hereof that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e)           Subject to the provisions of this Section 7.01, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any Holders of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense.

(f)           The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee.

(a)           The Trustee may conclusively rely upon any document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)           Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)           The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

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(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.

(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)           The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)           Except with respect to Section 4.01 hereof, the Trustee shall have no duty to inquire as to the performance of the Company’s covenants in Article 4.  In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 4.01(a), 6.01(a) and 6.01(b) hereof or (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge.

(h)           The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(i)            The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(j)            In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k)           The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee (if any of the Notes are registered pursuant to the Securities Act) or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04. Trustee’s Disclaimer.

(a)           The Trustee shall not be responsible for and makes no representation as to the validity or adequacy hereof or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision hereof, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

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(b)           The Trustee shall not be bound to make any investigation into facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document.

SECTION 7.05. Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail (or, if the Notes are held in book-entry form, send by electronic transmission) to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06. Reports by Trustee to Holders of the Notes.

Within 60 days after each May 1, beginning with May 1, 2011, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the Commission and each stock exchange on which any Notes are listed.  The Company shall promptly notify the Trustee in writing when any Notes are listed on any stock exchange and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for its acceptance hereof and services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company shall indemnify each of the Trustee or any predecessor Trustee against any and all losses, liabilities, claims, damages or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of defending itself against any claim (whether asserted by the Company or any Holder or any other Person), except any such loss, liability, claim, damage or expense as shall be determined to have been caused by the gross negligence or willful misconduct of the Trustee.  The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received written notice for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.& #160; The Company shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

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The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge hereof or the earlier resignation or removal of the Trustee.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction and discharge hereof.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j) or (k) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of at least a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)           the Trustee fails to comply with Section 7.10 hereof;

(b)           the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)           a custodian or public officer takes charge of the Trustee or its property; or

(d)           the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee after written request by any Holder of a Note who has been a Holder of a Note for at least six months fails to comply with Section 7.10 hereof, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders of the Notes.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

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If a Trustee is removed without cause, all fees and expenses of the Trustee incurred in the administration of the trust or in the performance of the duties hereunder shall be paid to the Trustee.

SECTION 7.09. Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 7.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trustee power, shall be subject to supervision or examination by federal or state authority and shall have a combined capital and surplus of at least $25 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).

SECTION 7.11. Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of the Company’s Obligations.

(a)           The Company may terminate its Obligations as to all outstanding Notes and this Indenture will be discharged and will cease to be of further effect, except those obligations referred to in paragraph (b) of this Section 8.01, when

(1)           either:

(a)        all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

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(b)        all Notes not theretofore delivered to the Trustee for cancellation have become due and payable or, within one year will become due and payable or subject to redemption as set forth in Section 3.07 hereof and the Company has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. dollars, Government Securities or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2)           the Company has paid all other sums payable under this Indenture by the Company; and

(3)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the Company.

(b)           Notwithstanding paragraph (a) of this Section 8.01, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.07 and 8.08 hereof shall survive until the Notes are no longer outstanding pursuant to Section 2.08 hereof.  After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 7.08, 8.07 and 8.08 hereof shall survive such satisfaction and discharge.

SECTION 8.02. Option To Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, with respect to the Notes, elect to have either Section 8.03 or 8.04 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

SECTION 8.03. Legal Defeasance and Covenant Discharge.

Upon the Company’s exercise under Section 8.02 hereof of the option applicable to this Section 8.03, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections hereof referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trust ee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due, or on the redemption date, as the case may be; (b) the Company’s obligations with respect to such Notes under Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.10, 2.11 and 4.02 hereof; (c) the rights, powers, trust, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith; and (d) this Section 8.03.  Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.03 notwithstanding the prior exercise of its option under Section 8.04 hereof with respect to the Notes.

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SECTION 8.04. Covenant Defeasance.

Upon the Company’s exercise under Section 8.02 hereof of the option applicable to this Section 8.04, the Company shall be released from its obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 (other than existence of the Company (subject to Section 5.01)), 4.15 and 5.01 (except clauses (1) and (2) of Section 5.01(a)) hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such coven ants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for GAAP).  For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(c) hereof, but, except as specified above, the remainder hereof and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 8.02 hereof of the option applicable to this Section 8.04, clauses (c) through (h) of Section 6.01 shal l not constitute Events of Default.

SECTION 8.05. Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.03 or Section 8.04 hereof to the outstanding Notes:

(a)           the Company shall irrevocably have deposited with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, noncallable Government Securities or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable optional redemption date, as the case may be;

(b)           in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in each case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance, and will be subject to federal income tax in the same amount, in the same manner and at the same times as would have been the case if such Leg al Defeasance had not occurred;

(c)           in the case of an election under Section 8.04, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to such Trustee confirming that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)           no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

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(e)           such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f)           the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Company pursuant to this Section 8.05 was not made by the Company with the intent of preferring the Holders of the Notes over any of its other creditors or with the intent of defeating, hindering, delaying or defrauding any of its other creditors or others; and

(g)           the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent provided for or relating to the Legal Defeasance under Section 8.03 hereof or the Covenant Defeasance under Section 8.04 hereof (as the case may be) relating to the Notes have been complied with as contemplated by this Section 8.05.

SECTION 8.06. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.07 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.06, the “Trustee”) pursuant to Section 8.05 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.05 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or Government Securities held by it as provided in Section 8.05 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.05(a) hereof), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.07. Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on their request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustees thereof, shall thereupon cease; provided, however, that, before the Trustee o r such Paying Agent is required to make any such repayment, the Company at its own expense shall cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

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SECTION 8.08. Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States Dollars or Government Securities in accordance with Section 8.03 or 8.04 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.03 or 8.04 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.03 or 8.04 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premiu m, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees or any amended or supplemental indenture without the consent of any Holder of a Note:

(a)           to cure any ambiguity, defect or inconsistency;

(b)           to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or Guarantees (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(c)           to provide for the assumption of the obligations of the Company or any Guarantor to the Holders of the Notes in the case of a merger, consolidation or sale of all or substantially all of the Company’s assets or such Guarantor’s assets;

(d)           to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the rights under this Indenture of any Holder of the Notes;

(e)           to evidence and provide for the acceptance of an appointment of a successor Trustee;

(f)           to add Guarantees with respect to the Notes;

(g)           to comply with requirements of the Commission in order to effect or maintain the qualification hereof under the TIA; or

(h)           to add covenants or events of default for the benefit of the Holders of the Notes.

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Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company and a resolution of the Board of Directors of each Guarantor and upon receipt by the Trustee of the documents described in Section 11.04 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms hereof and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

The Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees or any amended or supplemental indenture with the written consent of the Holders of at least a majority of the aggregate principal amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes of such series), and any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority of the aggregate principal amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes).  Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non- consenting Holder):

(a)           reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(b)           reduce the principal of, or change the fixed maturity of, any Note or alter the provisions with respect to the redemption of the Notes (other than as provided in clause (h) below);

(c)           reduce the rate of, or change the time for payment of, interest on any Notes;

(d)           waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(e)           make any Note payable in money other than that stated in the Notes;

(f)           make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes;

(g)           waive a redemption payment or mandatory redemption with respect to any Note (other than as provided in clause (h) below);

(h)           amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer or Excess Proceeds Offer in the event of a Change of Control or Asset Sale, respectively, after such Change of Control or Asset Sale, as applicable, has occurred;

(i)           release all or substantially all of the Guarantees of the Guarantors other than in accordance with Article 10; or

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(j)           make any change in the foregoing amendment and waiver provisions.

The Company’s obligations in respect of a Change of Control Offer or Excess Proceeds Offer can be modified with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding at any time prior to the occurrence of a Change of Control or Asset Sale, respectively.

Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company and a resolution of the Board of Directors of each Guarantor, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail or deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail or deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or of the Notes.

SECTION 9.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture and the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder of a Note.

SECTION 9.05. Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

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SECTION 9.06. Trustee to Sign Amendments, Etc.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

ARTICLE 10

GUARANTEES

SECTION 10.01. Guarantee.

Each of the Guarantors jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that

(a)           the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(b)           in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each of the Guarantors, jointly and severally, will be obligated to pay the same immediately.

Each of the Guarantors, jointly and severally, hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of a Note with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

Each of the Guarantors, jointly and severally, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the Obligations guaranteed hereby.  If any Holder or the Trustee is required by any court or otherwise, or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, to return to the Company or any Guarantor any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

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Each of the Guarantors, jointly and severally, agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby.  Each of the Guarantors, jointly and severally, further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.  Notwithstanding the foregoing, in the event that any Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the applicable Guarantor under its Guarantee shall be reduced to the maximum amount permissible under such fraudulent conveyance or similar law.

The Guarantors hereby agree as among themselves that each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a pro rata contribution from each other Guarantor hereunder based on the net assets of each other Guarantor determined in accordance with GAAP.  The preceding sentence shall in no way affect the rights of the Holders of Notes to the benefits hereof, the Notes or the Guarantees.

Nothing in this Section 10.01 shall apply to claims of, or payments to, the Trustee under or pursuant to the provisions of Section 7.07 hereof.  Nothing contained in this Section 10.01 or elsewhere in this Indenture, the Notes or the Guarantees shall impair, as between any Guarantor and the Holder of any Note, the obligation of such Guarantor, which is unconditional and absolute, to pay to the Holder thereof the principal of, premium, if any, and interest on such Notes in accordance with their terms and the terms of the Guarantee and this Indenture, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law or hereunder or thereunder upon the occurrence of an Event of Default.

SECTION 10.02. Execution and Delivery of Guarantees.

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form of Exhibit B hereto shall be endorsed by an officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by any of its Officers.  Each of the Guarantors, jointly and severally, hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.  If an Officer whose signature is on this Indenture or on the Guarantee of a Guarantor no longer holds that office at the time the Trustee authenticates the No te on which the Guarantee of such Guarantor is endorsed, the Guarantee of such Guarantor shall be valid nevertheless.  The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of the Guarantors.

SECTION 10.03. Releases from Guarantees.

The Guarantee of a Guarantor shall be deemed automatically discharged and released in accordance with the terms of this Indenture:

(a)           in connection with any direct or indirect sale, conveyance or other disposition of the Capital Stock of that Guarantor (including by way of merger or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale is made in compliance with Section 4.10 and Section 5.01;

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(b)           if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture;

(c)           if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture; or

(d)           upon a discharge or defeasance of this Indenture in compliance with the terms of Article 8.

Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions hereof, including without limitation Section 4.10 or 5.01 hereof, if applicable, the Trustee shall execute any documents pursuant to written direction of the Company in order to evidence the release of any such Guarantor from its obligations under its Guarantee.  Any such Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 11.02. Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered by hand delivery, registered first-class mail, next-day air courier or facsimile:

If to the Company or any Guarantor, to it care of:

Jazz Technologies, Inc.

4321 Jamboree Road

Newport Beach, California 92660

Attention: Allen Grogan, Senior Vice President and Chief Legal Officer

Facsimile: (949) 315-3811

If to the Trustee:

U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Facsimile No.: (651) 495-8097

Attention: Corporate Trust Services

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

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All notices and communications (other than those sent to Holders of Notes) shall be deemed to have been duly given:  when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, certified or registered, return receipt requested, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and when transmission is confirmed, if sent by facsimile.

Any notice or communication to a Holder of a Note shall be mailed by first class mail to its address shown on the register kept by the Registrar (or, if the Notes are held in book-entry form, send by electronic transmission).  Any notice or communication shall also be so mailed or delivered to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to so mail or deliver a notice or communication to a Holder of a Note or any defect in it shall not affect its sufficiency with respect to other Holders of Notes.

If a notice or communication is mailed or delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails or delivers a notice or communication to Holders of Notes, it shall mail or deliver a copy to the Trustee and each Agent at the same time.

The Trustee agrees to accept and act upon facsimile and electronic mail transmission of written instructions and/or directions pursuant to this Indenture given by the Company, provided, however, that:  (i) the Company, subsequent to such facsimile or electronic mail transmission of written instructions and/or directions, shall provide the originally executed instructions and/or directions to the Trustee in a timely manner and (ii) such originally executed instructions and/or directions shall be signed by an authorized Officer of the Company.

SECTION 11.03. Communication by Holders of Notes with Other Holders of Notes.

Holders of the Notes may communicate pursuant to TIA § 312(b) with other Holders of Notes with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (except in connection with the original issuance of the Notes), the Company shall furnish to the Trustee:

(a)           an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)           an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 11.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)), if applicable; shall include:

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(a)           a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)           a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)           a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 11.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders of Notes.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 11.07. No Personal Liability of Directors, Owners, Employees, Incorporators and Stockholders.

No director, owner, officer, employee, incorporator, manager or stockholder of the Company, the Guarantors or any Affiliates of the Company or Guarantors, as such, shall have any liability for any obligations of the Company, the Guarantors or any Affiliates of the Company or Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes and the Guarantees.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

SECTION 11.08. Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any of its respective Subsidiaries.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.10. Successors.

All agreements of the Company and the Guarantors in this Indenture and the Notes and the Guarantees shall bind the successors of the Company and the Guarantors, respectively.  All agreements of the Trustee in this Indenture shall bind its successor.

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SECTION 11.11. Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.12. Counterpart Originals.

The parties may sign any number of copies hereof.  Each signed copy shall be an original, but all of them together represent the same agreement.  The exchange of copies of this Indenture and of signature pages by facsimile or other means of electronic transmission, including in PDF format, shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or other means of electronic transmission, including in PDF format, shall be deemed to be their original signatures for all purposes.

SECTION 11.13. Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections hereof have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 11.14. Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 11.15. Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 11.16. U.S.A. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.  The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

JAZZ TECHNOLOGIES, INC., as the Company

By:/s/ RAFI MOR

        Name:  Rafi Mor

        Title:    Principal Executive Officer

By:/s/ SUSANNA BENNETT

        Name:  Susanna Bennett

        Title:  Chief Financial Officer

JAZZ SEMICONDUCTOR, INC., as Guarantor

By:/s/ RAFI MOR

        Name:  Rafi Mor

        Title:    Senior Vice President & General Manager

By:/s/ SUSANNA BENNETT

        Name:  Susanna Bennett

        Title:    Chief Financial Officer

NEWPORT FAB, LLC, as Guarantor

By:    Jazz Semiconductor, Inc.

Its:    Sole member

By:/s/ SUSANNA BENNETT

        Name:  Susanna Bennett

        Title:    Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: ___________________________________

      Name:

      Title:

[Signature Page to Indenture]

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EXHIBIT A

[Face of Note]

8% Senior Note due 2015

Cert. No.

CUSIP No. a

Jazz Technologies, Inc.

promises to pay to [___________]

or its registered assigns

the principal sum of [_________________]

Dollars on June 30, 2015

Interest Payment Dates:  June 30 and December 31, commencing December 31, 2010.

Record Dates:  June 15 and December 15 (whether or not a Business Day).

a At such time as the Issuer notifies the Trustee to remove the Private Placement Legend pursuant to the terms of the Indenture, the CUSIP number for this Note shall be deemed to be CUSIP No. 47214G AC1

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

Dated:

JAZZ TECHNOLOGIES, INC.
By:
	Name:
	Title:

This is one of the Notes referred to in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:    ______________________________     

 Authorized Signatory

Dated:  __________

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(Back of Note)

Capitalized terms used herein have the meanings assigned to them in the Indenture (as defined below) unless otherwise indicated.

(1)           Interest.  Jazz Technologies, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below.  Interest will accrue at 8% per annum and will be payable semi-annually in arrears in cash on each June 30 and December 31, commencing December 31, 2010, or if any such day is not a Business Day on the next succeeding Business Day (each, an “Interest Payment Date”) to Holders of record of the Notes at the close of business on the immediately preceding June 15 and December 15, w hether or not a Business Day.  Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.  Interest shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 30, 2010.  To the extent lawful, the Company shall pay interest on overdue principal at the rate of the then applicable interest rate on the Notes; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) at the same rate to the extent lawful.  In addition, the rate of interest on this Note may be increased as set forth in Section 4.19 of the Indenture and Holders may be entitled to the benefits of certain provisions of the Registration Rights Agreement.

(2)           Method of Payment.  The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the record date next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date.  The Holder hereof must surrender this Note to a Paying Agent to collect principal payments.  The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  The Notes will be payable both as to principal and interest at the office or agency of the Company m aintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders of Notes at their respective addresses set forth in the register of Holders of Notes.  Unless otherwise designated by the Company, the Company’s office or agency will be the office of the Trustee maintained for such purpose.

(3)           Paying Agent and Registrar.  Initially, the Trustee will act as Paying Agent and Registrar.  The Company may change any Paying Agent, Registrar or co-registrar without prior notice to any Holder of a Note.  The Company may act in any such capacity.

(4)           Indenture.  The Company issued the Notes under an Indenture, dated as of July 15, 2010 (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the Guarantors from time to time party thereto and the Trustee.  This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture.  The Company shall be entitled to issue additional Notes pursuant to Section 2.02 of the Indenture.  All Notes issued under the Indenture shall be treated as a single class of Notes under the Indenture.  The terms of the Notes include those stated in the Indentu re and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such act for a statement of such terms.  The terms of the Indenture shall govern any inconsistencies between the Indenture and the Notes.  The Notes are senior unsecured obligations of the Company.

(5)           Optional Redemption.  The Notes will not be redeemable at the Company’s option prior to July 1, 2013.  Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 days’ and no more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon to but excluding the applicable redemption date (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-month period beginning on July 1 of the years in dicated below:

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Year	Percentage
2013		104.00	%
2014		102.00	%

(6)           Repurchase at Option of Holder.  Upon the occurrence of a Change of Control, unless the Company has previously or concurrently mailed or delivered a redemption notice with respect to all outstanding Notes as set forth in Section 3.07 of the Indenture, the Company shall make an offer to each Holder of Notes to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes at a cash purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to but excluding the date of repurchase (subject to the rights of holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date).  Holders of Notes that are subject to an offer to purchase will receive a Change of Control Offer from the Company prior to any related Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below.

When the cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 of the Indenture exceeds $2.0 million, the Company shall make an offer to all Holders of the Notes (an “Excess Proceeds Offer”) to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds (or the pro rata amount of Excess Proceeds available to the Notes as contemplated by Section 3.08(a) of the Indenture) at an offer price in cash in an amount equal to 100% of the principal amount thereof, together with accrued and unpaid interest to but excluding the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture.  To the e xtent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary (other than Subordinated Indebtedness), the Company shall also make a pro rata offer to the holders of such Indebtedness (including the Notes) with such proceeds.  If the aggregate principal amount of Notes and other parity Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Notes and other parity Indebtedness shall be purchased on a pro rata basis.  To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds available to purchase Notes, the Company may use any remaining Excess Proceeds for general corporate purposes in compliance with the provisions of the Indenture.  Upon completion of an Excess Proceeds Offer, t he amount of Excess Proceeds shall be reset at zero.  Holders of Notes that are subject to an offer to purchase will receive a Excess Proceeds Offer from the Company prior to any related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder To Elect Purchase” appearing below.

(7)           Notice of Redemption.  Notice of redemption shall be given in accordance with the Indenture at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes may be redeemed in part but only in amounts of $2,000 or whole multiples of $1,000 that are equal to or in excess of $2,000, unless all of the Notes held by a Holder of Notes are to be redeemed.  On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption unless the Company fails to redeem such Notes or such portions thereof.

(8)           Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder of a Note, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption.  Also, it need not exchange or register the transfer of any Notes for a period of 15 days befo re the mailing of a notice of redemption of Notes to be redeemed.

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(9)           Persons Deemed Owners.  Prior to due presentment to the Trustee for registration of the transfer of this Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name this Note is registered as its absolute owner for the purpose of receiving payment of principal of, premium, if any, and interest on this Note and for all other purposes whatsoever, whether or not this Note is overdue, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.  The registered Holder of a Note shall be treated as its owner for all purposes.

(10)           Amendments, Supplement and Waivers.  Subject to certain exceptions, the Indenture, the Notes and the Guarantees or any amended or supplemental indenture may be amended or supplemented with the written consent of the Holders of at least a majority of the aggregate principal amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes of such series), and any existing Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority of the aggregate principal amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes).  Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder) (a) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of, or change the fixed maturity of, any Note or alter the provisions with respect to the redemption of the Notes (other than as provided in clause (h) below); (c) reduce the rate of, or change the time for payment of, interest on any Notes; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the pr ovisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes; (g) waive a redemption payment or mandatory redemption with respect to any Note (other than as provided in clause (h) below); (h) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer or Excess Proceeds Offer in the event of a Change of Control or Asset Sale, respectively, after such Change of Control or Asset Sale, as applicable, has occurred; (i) release all or substantially all of the Guarantees of the Guarantors other than in accordance with Article 10 of the Indenture; or (j) make any change in the foregoing amendment and waiver provisions.  Notwithstanding the foregoing, without the consent of any Holder of a Note, the Indenture, the Notes, the Guarantees, or any amended or supplemental indenture may be amended or supplemented:  (a)
60;to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or Guarantees (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) to provide for the assumption of the obligations of the Company or any Guarantor to the Holders of the Notes in the case of a merger, consolidation or sale of all or substantially all of the Company’s assets or such Guarantor’s assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights under the Indenture of any Holder of the Notes; (e) to provide for the issuance of additional Notes in accordance with Section 2.02 of the Indenture; (f) to evidence and provide for the acceptance of an appointment of a successor Trustee; (g) to add Guarantees with respect to the Notes; (h) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; and (i) to add covenants or events of default for the benefit of the Holders of the Notes.

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(12)           Defaults and Remedies.  Each of the following constitutes an Event of Default:

(a)           default for 30 days in the payment when due of interest or additional interest, if any, on the Notes;

(b)           default in payment when due of principal of or premium, if any, on the Notes at maturity, upon repurchase, redemption or otherwise;

(c)           failure to comply with the provisions described under Section 5.01 of the Indenture;

(d)           failure to comply with any obligations under the provisions described under Section 3.08 or 4.15 of the Indenture (other than a failure to purchase Notes duly tendered to the Company for repurchase pursuant to a Change of Control Offer or an Excess Proceeds Offer);

(e)           default under any other provision of the Indenture or the Notes, which default remains uncured for 60 days after notice from the Trustee or the Holders of at least 25% of the aggregate principal amount then outstanding of the Notes;

(f)            default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company and any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company and any of its Restricted Subsidiaries), which default is caused by a failure to pay the principal of such Indebtedness at the final stated maturity thereof within the grace period provided in the agreements or instruments governing such Indebtedness (a “Payment Default”), and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default , aggregates $5.0 million or more;

(g)           default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company and any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), which default results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates $5.0 million or more;

(h)           failure by the Company and any of its Restricted Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating $5.0 million or more, which judgments remain unsatisfied or undischarged for any period of 30 consecutive days during which a stay of enforcement of such judgments shall not be in effect;

(i)            any Guarantee of a Significant Subsidiary of the Company shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor that qualifies as a Significant Subsidiary, or any person acting on behalf of any Guarantor that qualifies as a Significant Subsidiary, shall deny or disaffirm its obligations under its Guarantee;

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(j)            the Company or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors; and

(k)            a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:  (i) is for relief against the Company or any Significant Subsidiary of the Company in an involuntary case; (ii) appoints a custodian of the Company or any Significant Subsidiary of the Company or for all or substantially all of the property of the Company or any Significant Subsidiary of the Company; or (iii) orders the liquidation of the Company or any Significant Subsidiary of the Company, and the order or decree remains unstayed and in effect for 60 consecutive days.

If any Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% of the aggregate principal amount then outstanding of the Notes by written notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default specified in paragraph (j) or (k) of Section 6.01 of the Indenture with respect to the Company, all outstanding Notes shall become due and payable without further action or notice.  Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of princ ipal or interest) if it determines that withholding notice is in such Holders’ interest.

Notwithstanding the foregoing, the sole remedy for an Event of Default relating to the failure by the Company to comply with its obligations under Section 4.03 of the Indenture and for any failure by the Company to comply with the requirements of TIA §314(a)(1), shall for the first 120 days after the occurrence and during the continuance of such an Event of Default consist exclusively of the right to receive special interest on the Notes at an annual rate equal to 0.50% of the principal amount of the Notes then outstanding (the “Special Interest”). The Special Interest will be in addition to any Additional Interest that may accrue and be payable under the Registration Rights Agreement and will be payable in the same manner as Additional Interest accruing under the Registration Rights Agreement. The Special Interest will accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with Section 4.03 of the Indenture or the failure to comply with the requirements of TIA §314(a)(1) first occurs to but not including the 120th day thereafter (or such earlier date on which the Event of Default relating to such obligations shall have been cured or waived). After the 120th day (or earlier, if such Event of Default is cured or waived on or before such 120th day), such Special Interest will cease to accrue and, if such Event of Default has not been cured or waived prior to such 120th day, then the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest and Special Interest on all such Notes to be due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.  The Holders of a majority in aggregate principal amount of then outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or premium on, or principal of, the Notes.

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The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture.

(12)           Trustee Dealings with Company.  The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee (if any of the Notes are registered pursuant to the Securities Act) or resign.

(13)           No Personal Liability of Directors, Owners, Employees, Incorporators and Stockholders.  No director, owner, officer, employee, incorporator, manager or stockholder of the Company, the Guarantors or any Affiliates of the Company or Guarantors, as such, shall have any liability for any obligations of the Company, the Guarantors or any Affiliates of the Company or Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes and Gua rantees.

(14)           Guarantees.  Payment of principal, interest (including interest on overdue principal and overdue interest, if lawful) and other amounts owed under the Indenture is unconditionally guaranteed, jointly and severally, by each of the Guarantors.

(15)           Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)           Abbreviations.  Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN ( = joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)           CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of Notes.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed herein.

The Company will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture.  Requests may be made to:

JAZZ TECHNOLOGIES, INC.

4321 Jamboree Road

Newport Beach, California 92660

Attention: Allen Grogan, Senior Vice President and Chief Legal Officer

Facsimile: (949) 315-3811

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ASSIGNMENT FORM

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s Soc. Sec. or tax I.D. no.)

(Print or type assignee’s name, address and Zip code)

and irrevocably appoint ______________ agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him or her.

Date:  _____________________

Your Signature: __________________________________________________

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee.

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 3.08 (Excess Proceeds Offer) or Section 4.15 (Change of Control) of the Indenture, check the appropriate box:

o           Section 3.08                                o          Section 4.15

If you want to have only part of the Note purchased by the Company pursuant to Section 3.08 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$

Date:  ____________________

Your Signature: __________________________________________________

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee.

A - 10

[ATTACHMENT FOR GLOBAL NOTES]

SCHEDULE OF EXCHANGES OF INTERESTS IN GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

      Date of Exchange Amount of decrease in Principal Amount of this Global Note   Amount of Increase Principal Amount of this Global Note Principal Amount of this Global Note following such Decrease (or Increase) Signature of authorized signatory of Trustee or Note Custodian

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EXHIBIT B

FORM OF GUARANTEE

[Name of Guarantor] and its successors under the Indenture, jointly and severally with any other Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes when due, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of Jazz Technologies, Inc. to the Holders or the Trustee all in accordance with the terms set forth in Article 10 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated.

This Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

[_________________________]

   Name of Guarantor

By: ___________________________

Name:

Title:

B - 1

EXHIBIT C

FORM OF CERTIFICATE OF TRANSFER

Jazz Technologies, Inc.

4321 Jamboree Road

Newport Beach, California 92660

Attention: Allen Grogan, Senior Vice President and Chief Legal Officer

Facsimile: (949) 315-3811

U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Facsimile No.: (651) 495-8097

Attention: Corporate Trust Services

Re:  8% Senior Notes due 2015

Reference is hereby made to the Indenture, dated as of July 15, 2010 (the “Indenture”), among Jazz Technologies, Inc., as issuer (the “Company”), the Guarantors named therein and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____ in such Note[s] or interests (the “Transfer”), to __________ (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meani ng of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

C - 1

2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the  facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3. o Check if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Definitive Note and Transferee is an Institutional “Accredited Investor”.  (i)  The Transfer is being effected to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, (ii) the Transferee is acquiring the beneficial interest or Definitive Note for its own account or for the account of such an institutional “accredited investor”, (iii) the Transfer is for a beneficial interest or Definitive Note in a minimum amount of $250,000, (iv) the beneficial interest or Definitive Note is being acquired for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (v) the Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

4. o Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)  o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)  o or such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)  o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

C - 2

5.  o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)  o Check if Transfer is pursuant to Rule 144.  (i)  The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)  o Check if Transfer is pursuant to Regulation S.  (i)  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)  o Check if Transfer is pursuant to other exemption.  (i)  The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

C - 3

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

 _______________________________

[Insert Name of Transferor]

By: __________________________________

Name:

Title:

Dated:____________________

C - 4

ANNEX A TO CERTIFICATE OF TRANSFER

1.                      The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)            o       a beneficial interest in the:

(i)       o     144A Global Note (CUSIP 47214G AA5), or

(ii)      o     Regulation S Global Note (CUSIP U04293 AA1), or

(iii)     o     IAI Global Note (CUSIP 47214G AB3), or

(b)            o       a Restricted Definitive Note.

2.                             After the Transfer the Transferee will hold:

[CHECK ONE]

(a)            o      a beneficial interest in the:

(i)       o    144A Global Note (CUSIP 47214G AA5), or

(ii)      o     Regulation S Global Note (CUSIP U04293 AA1), or

(iii)     o     IAI Global Note (CUSIP 47214G AB3), or

(iv)     o     Unrestricted Global Note (CUSIP 47214G AC1), or

(b)           o       a Restricted Definitive Note; or

(c)           o        an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

C - 5

EXHIBIT D

FORM OF CERTIFICATE OF EXCHANGE

Jazz Technologies, Inc.

4321 Jamboree Road

Newport Beach, California 92660

Attention: Allen Grogan, Senior Vice President and Chief Legal Officer

Facsimile: (949) 315-3811

U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Facsimile No.: (651) 495-8097

Attention: Corporate Trust Services

Re:  8% Senior Notes due 2015

(CUSIP              )

Reference is hereby made to the Indenture, dated as of July 15, 2010 (the “Indenture”), among Jazz Technologies, Inc., as issuer (the “Company”), the Guarantors named therein and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

_______________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $________ in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.           Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note.

(a)         o  Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the ̶ 0;Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)         o  Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not requi red in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

D - 1

(c)          oCheck if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)          oCheck if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance w ith the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.           Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.

(a)         oCheck if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend pri nted on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)         o   Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] _ 144A Global Note, _ Regulation S Global Note, _ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securiti es Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

D - 2

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

 _______________________________

[Insert Name of Transferor]

By: __________________________________

Name:

Title:

Dated:____________________

D - 3

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE

[TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ________________, 200__, among __________________ (the “Guaranteeing Subsidiary”), a subsidiary of Jazz Technologies, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 15, 2010, providing for the issuance of 8% Senior Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.           Agreement To Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the notation of Guarantee, which shall be endorsed by an Officer of such Guarantor in accordance with Section 10.02 of the Indenture, and in the Indenture including but not limited to Article 10 thereof.

3.            New York Law To Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

4.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

5.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

6.           The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

E - 1

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:  _______________, 20___

[GUARANTEEING SUBSIDIARY]

By:       _________________________

Name:

Title:

JAZZ TECHNOLOGIES, INC.

By:       _________________________

Name:

Title:

[EXISTING GUARANTORS]

By:       _________________________

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION,

 as Trustee

By:       _________________________

Name:

Title:

E - 2

EX-4.16 3 exhibit_4-16.htm EXHIBIT 4.16

Exhibit 4.16

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of July 15, 2010 (as amended, modified or otherwise supplemented from time to time, the “Agreement”), is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and the Holders (as defined below).

The Company, the Guarantors, Tower Semiconductor Ltd., a company formed under the laws of Israel and holder of all of the issued and outstanding capital stock of the Company (“Tower”), Zazove Associates, LLC and the Holders are parties to the Exchange Agreement dated July 9, 2010 (as amended, modified or otherwise supplemented from time to time, the “Exchange Agreement”), which provides for the issuance by the Company to the Holders of $93,556,000 aggregate principal amount of the Company’s 8% Senior Notes due 2015 (the “Securities”), which will be guaranteed on an unsecured senior basis by the Guarantors, and the issuance of wa rrants to purchase ordinary shares of Tower in exchange for $79,643,000 aggregate principal amount of 8% Senior Convertible Notes due 2011 issued by the Company.  As an inducement to the Holders to enter into the Exchange Agreement, the Company and the Guarantors have agreed to provide to the Holders the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the closing under the Exchange Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.           Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Guarantor” shall mean any subsidiary of the Company that executes a Subsidiary Guarantee under the Indenture after the date of this Agreement.

“Additional Interest” shall mean the interest payable under Section 2(d).

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Agreement” shall have the meaning set forth in the preamble.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the Guarantor under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for the Securities pursuant to the Exchange Offer.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

“Guarantor” shall mean each Guarantor party to the Indenture and shall also include any Guarantor’s successors and any Additional Guarantors.

“Holders” shall mean each of the holders listed on Schedule 1 hereto, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities, dated as of July 15, 2010, among the Company, the Guarantors and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to con summation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

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“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) subject to Section 2(g), when such Securities are eligible to be sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act and either (x) the holding period contemplated by Rule 144(i) has passed or (y) such Securities are not required to bear, and do not bear, any restrictive legends required by Rule 144, or (iii) when such Securit ies cease to be outstanding.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation:  (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supp lements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Holders) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Und erwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble.

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“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

“Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Guarantor under the Indenture.

“Staff” shall mean the staff of the SEC.

“Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

 2.             Registration Under the Securities Act.

(a)           To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable efforts to (i) cause to be filed as soon as practicable after the date hereof an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers.  The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their comme rcially reasonable efforts to complete the Exchange Offer not later than 60 days after such effective date.

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The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)         that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii)        the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

(iii)       that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv)       that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

(v)        that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date (which shall be 21st Business Day after the Business Day the Company commences the Exchange Offer), by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with t he applicable procedures of the depositary for the Registrable Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

(i)            accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)           deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

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The Company and the Guarantors shall use their commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

(b)           In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by January 10, 2011 or (iii) upon receipt of a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially rea sonable efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective.

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer.

The Company and the Guarantors agree to use their commercially reasonable efforts to keep a Shelf Registration Statement continuously effective until all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”).  The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relat ing to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.  The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment  promptly after its being used or filed with the SEC.

(c)           The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d)           An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

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In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, does not become effective on or prior to January 10, 2011 (the “Target Registration Date”), the per annum interest rate on the Registrable Securities will be increased by 1.00% until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act.  In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does not become effective by the later of (x) January 10, 2011 or (y) 90 days after the delivery of su ch Shelf Request (such later date, the “Shelf Additional Interest Date”), then the per annum interest rate on the Registrable Securities will be increased by 1.00% until the Shelf Registration Statement becomes effective or the Securities become freely tradable under the Securities Act.

If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the per annum interest rate on the Registrable Securities will be increased by 1.00% commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable.

(e)           Without limiting the remedies available to the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.

(f)            The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.

(g)           Notwithstanding anything to the contrary herein, the Company and the Guarantors will not be required to file a Registration Statement or effect the Exchange Offer, and the Securities will cease to be Registrable Securities, if prior to the date the Company and the Guarantors are otherwise required to file a Registration Statement pursuant to this Section 2, the Company provides an opinion of counsel and an officers’ certificate to the Trustee to the effect that the restricted legend on the Securities may be removed and the Company and the Trustee in fact effect such removal.

3.              Registration Procedures.

(a)           In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:

(i)             prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

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(ii)           prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii)          in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connecti on with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;

(iv)          use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(v)           notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment or supplement to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that ma kes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate;

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(vi)          use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;

(vii)         in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one manually-executed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(viii)        in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

(ix)          in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use their commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission;

(x)           a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Holders of Registrable Securities and their counsel and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Holders of Registrable Securities or their counsel available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, u se or file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Holders of Registrable Securities and their counsel shall not have previously been advised and furnished a copy or to which the Holders of Registrable Securities or their counsel shall object;

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(xi)          obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

(xii)          cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiii)         in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the C ompany and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter and such Inspector, Holder or Underwriter shall use commercially reasonable efforts to provide notice, to the extent permitted by law, to the Company of any potential disclosure by such Inspector, Holder or Underwriter of information under this Section 3(a)(xiii) which is identified as confidential or proprietary pursuant to this clause to permit the Co mpany to obtain a protective order;

(xiv)        in the case of a Shelf Registration, use their commercially reasonable efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(xv)         if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing;

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(xvi)        in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwri tten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings of debt securities similar to the Registrable Securities, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwr iter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings of debt securities similar to the Registrable Securities, including but not limited to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings of debt securities similar to the Registrable Securities, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

(xvii)       so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Holders no later than five Business Days following the execution thereof.

    (b)     In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing.

    (c)      In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies t hen in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

    (d)     If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspens ion and there shall not be more than two suspensions in effect during any 365-day period.

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     (e)       The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering.

      4.        Participation of Broker-Dealers in Exchange Offer.

     (a)       The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

     The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

      (b)      In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above.  The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) d uring such period in connection with the resales contemplated by this Section 4.

      (c)      No Holder shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above.

      5.         Indemnification and Contribution.

      (a)      The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder and their respective affiliates, directors and officers and each Person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a mat erial fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Holder furnished to the Company in writing through such selling Holder expres sly for use therein.  In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

12

      (b)      Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, any Guarantor, and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Shelf Registration Statement and any Prospectus; provided, however, that the obligations of a Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of Registrable Securities sold in connection with such registration.

      (c)      If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has be en materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisd iction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (y) in all other cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemni­fied Person in accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

13

      (d)      If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

      (e)      The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Not withstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

14

(f)           The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g)           The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or any Guarantor, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6.             General.

(a)           No Inconsistent Agreements.  The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b)           Amendments and Waivers.   The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of R egistrable Securities unless consented to in writing by such Holder.  Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Holders listed on Schedule I hereto, the address set forth in the Exchange Agreement; (ii) if to the Company or any Guarantor, initially at the Company’s address set forth in the Exchange Agreement and thereafter at such other address, notice of which is given in accorda nce with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Exchange Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).  All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

15

(d)           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Exchange Agreement or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreem ent, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

(e)           Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f)           Headings.  The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(g)           Governing Law.  This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

(h)           Entire Agreement; Severability.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.  If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  The Company, the Guarantors and the Holders shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which becomes as close as possible to that of the invalid, void or unenforceable provisions.

(i)           Independent Nature of Holders’ Obligations and Rights.  The obligations of each Holder under this Agreement are several and not joint or joint and several with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance or non-performance of the obligations of any other Holder under this Agreement.  Nothing contained in this Agreement, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transac tions contemplated by the Agreement.  Each Holder shall be entitled to independently protect and enforce its rights, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(j)           Obligations Limited. A copy of the Agreement and Declaration of Trust of each of Putnam Convertible Income-Growth Trust, Putnam High Yield Trust, Putnam High Yield Advantage Fund, Putnam High Income Securities Fund, Putnam Variable Trust, Putnam Asset Allocation Funds, and Putnam Funds Trust (each, a “Trust”) is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Trust as Trustees and not individually and that the obligations of or arising out of this instrument are not binding on any of the Trustees, officers or shareholders individually, b ut are binding only upon the trust property of each Trust. Furthermore, notice is given that the trust property of each series of Putnam Variable Trust, Putnam Asset Allocation Funds, and Putnam Funds Trust is separate and distinct and that the obligations of each such Trust under or arising out of this Agreement with respect to the series on behalf of which such Trust has executed this Agreement are separate and not joint or joint and several.

[Signature page follows]

16

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

                                                                                                                                             & #160;                  JAZZ TECHNOLOGIES, INC.

By: /s/  SUSANNA BENNETT Name:  Susanna Bennett Title:    Chief Financial Officer

By: /s/ RAFI MOR Name:  Rafi Mor Title:    Principal Executive Officer

                                                                NEWPORT FAB, LLC

By: /s/  SUSANNA BENNETT Name:  Susanna Bennett Title:    Chief Financial Officer

                                                                JAZZ SEMICONDUCTOR, INC.

By: /s/  SUSANNA BENNETT Name:  Susanna Bennett Title:    Chief Financial Officer

By: /s/ RAFI MOR Name:  Rafi Mor Title:    Principal Executive Officer

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

QUATTRO FUND, LTD.

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:    Director

QUATTRO DISTRESSED OPPORTUNITIES FUND, LP

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:    Principal

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

ELEVATOR DIVISION RETIREMENT BENEFIT PLAN

HY-VEE EMPLOYEES' TRUST

IOWA JUDICIAL RETIREMENT SYSTEM

MEIJER

PAINTING INDUSTRY ANNUITY FUND

PRINCIPAL FUNDS, INC. - BOND & MORTGAGE SECURITIES FUND

PRINCIPAL GLOBAL INVESTORS FUND – HIGH YIELD FUND

PRINCIPAL GLOBAL INVESTORS TRUST - HIGH YIELD FIXED INCOME FUND

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA BOND & MORTGAGE SEPARATE ACCOUNT)

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA ULTRA LONG SEPARATE ACCOUNT)

PRINCIPAL VARIABLE CONTRACT FUNDS, INC. BALANCED

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. - BOND & MORTGAGE SECURITIES ACCOUNT

By: Principal Global Investors, LLC,

a Delaware limited liability company,

its authorized signatory

By: /s/ COLIN PENNYCOOKE

Name:  Colin Pennycooke

Title:    Counsel

By: /s/ JAMES C. FIFIELD

Name:   James C. Fifield

Title:    Assistant General Counsel

PRINCIPAL FUNDS, INC. – HIGH YIELD FUND

By: /s/ MARK DENKINGER

Name:  Mark Denkinger

Title:    Portfolio Manager

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

Putnam Convertible Income-Growth Trust

Putnam High Yield Trust

Putnam High Yield Advantage Fund

Putnam High Income Securities Fund

Putnam Variable Trust, on behalf of its series:

Putnam VT High Yield Fund

Putnam VT Global Asset Allocation Fund

Putnam Asset Allocation Funds, on behalf of its series:

Putnam Asset Allocation: Growth Portfolio

Putnam Asset Allocation: Balanced Portfolio

Putnam Asset Allocation: Conservative Portfolio

Seasons Series Trust (Sun America) -Asset Allocation: Diversified Growth Portfolio

Putnam Funds Trust, on behalf of its series:

Putnam Income Strategies Fund

Putnam Investment Holdings, LLC - PPAM SMA High Yield Convertible Managed Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Conservative Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Growth Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Balanced Portfolio

By: Putnam Investment Management, LLC, as investment manager

By:  /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

Putnam High Yield Fixed Income Fund, LLC

Putnam World Trust - Putnam Global High Yield Bond Fund

Marsh & McLennan Companies, Inc. U.S. Retirement Plan - High Yield

LGT Multi Manager Bond High Yield (USD)

LGT Capital Invest (SC3) Limited - U.S. High Yield Convertible

Interpolis Pensioenen Global High Yield Pool

Stichting Pensioenfonds voor Fysiotherapeuten

By: The Putnam Advisory Company, LLC, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature Page to Registration Rights Agreement – Jazz]

Putnam Retirement Advantage GAA Balanced Portfolio

Putnam Retirement Advantage GAA Conservative Portfolio

Putnam Retirement Advantage GAA Growth Portfolio

Putnam Retirement Advantage GAA Income Strategies Portfolio

By: Putnam Fiduciary Trust Company, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

ROCKVIEW TRADING LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Trading Ltd.

ROCKVIEW SHORT ALPHA FD LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Short Alpha FD Ltd.

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

By: /s/ WARD J. MCGRAW

Name:  Ward J. McGraw

Title:     CFO

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

TENNENBAUM MULTI-STRATEGY MASTER FUND

By:  Tennenbaum Capital Partners, LLC

Its:  Investment Advisor

By: /s/ HUGH STEVEN WILSON

Name:  Hugh Steven Wilson

Title:    Managing Partner

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

ZAZOVE ASSOCIATES, LLC

By: /s/ STEVEN M. KLEIMAN

Name:  Steven M. Kleiman

Title:  Chief Operating Officer

[Signature Page to Registration Rights Agreement – Jazz]

Schedule 1

Holders

Name and Address of Holder

Century National Insurance Company*

Elevator Division Retirement Benefit Plan**

Hy-Vee Employees’ Trust**

Interpolis Pensioenen Global High Yield Pool***

Iowa Judicial Retirement System**

LGT Multi Manager Bond High Yield (USD)***

LGT Capital Invest (SC3) Limited – U.S. High Yield Convertible***

Lockheed Martin Corporation Master Retirement Trust*

Marsh & McLennan Companies, Inc. U.S. Retirement Plan – High Yield***

Meijer**

National Railroad Retirement Investment Trust*

Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Conservative Portfolio***

Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Growth Portfolio***

Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Balanced Portfolio***

Painting Industry Annuity Fund**

Principal Funds, Inc. - Bond & Mortgage Securities Fund**

Principal Global Investors Fund – High Yield Fund**

Principal Global Investors Trust – High Yield Fixed Income Fund**

Principal Life Insurance Company On Behalf Of One or More Separate Accounts (Principal Life Insurance Company, DBA Bond & Mortgage Separate Account)**

Principal Life Insurance Company On Behalf Of One or More Separate Accounts (Principal Life Insurance Company, DBA Ultra Long Separate Account)**

Principal Variable Contract Funds, Inc. Balanced**

- 1 -

Principal Variable Contracts Funds, Inc. - Bond & Mortgage Securities Account**

Putnam Convertible Income-Growth Trust***

Putnam High Yield Trust***

Putnam High Yield Advantage Fund***

Putnam High Income Securities Fund***

Putnam Variable Trust – Putnam VT High Yield Fund***

Putnam Variable Trust – Putnam VT Global Asset Allocation Fund***

Putnam Asset Allocation Funds – Growth Portfolio***

Putnam Asset Allocation Funds – Balanced Portfolio***

Putnam Asset Allocation Funds – Conservative Portfolio***

Putnam Income Strategies Fund***

Putnam Investment Holdings, LLC – PPAM SMA High Yield Convertible Managed Portfolio***

Putnam High Yield Fixed Income Fund, LLC***

Putnam World Trust – Putnam Global High Yield Bond Fund***

Putnam Retirement Advantage GAA Balanced Portfolio***

Putnam Retirement Advantage GAA Conservative Portfolio***

Putnam Retirement Advantage GAA Growth Portfolio***

Putnam Retirement Advantage GAA Income Strategies Portfolio***

Quattro Fund, Ltd.

Notice Address:

c/o Quattro Global Capital, LLC

546 Fifth Avenue, 19th Floor

New York, NY  10036

Attn:  Sherri Andrews

Phone:  (212) 201-8760

Fax:  (212)  201-8777

Quattro Distressed Opportunities Fund, L.P.

Notice Address:

c/o Quattro Global Capital, LLC

546 Fifth Avenue, 19th Floor

New York, NY  10036

Attn:  Sherri Andrews

Phone:  (212) 201-8760

Fax:  (212)  201-8777

- 2 -

Qwest Occupational Health Trust*

Qwest Pension Trust*

RockView Short Alpha Fund Ltd.

Notice Address:

RockView Capital

Metro Center

One Station Place, 7th Floor

Stamford, CT  06902

Attn:  Alan Bluestine

RockView Trading Ltd.

Notice Address:

RockView Capital

Metro Center

One Station Place, 7th Floor

Stamford, CT  06902

Attn:  Alan Bluestine

Seasons Series Trust (Sun America) – Asset Allocation:  Diversified Growth Portfolio***

SPM Opportunity Master Fund, L.P.

Notice Address:

SPM Opportunity Master Fund, L.P.

c/o  Ward McGraw

Chief Financial Officer

2187 Atlantic Street, 4th Floor

Stamford, CT 06902

P: (203) 351-2877  

Fax: (203) 351-2879

San Diego County Employees Retirement Association*

Stichting Pensioenfonds voor Fysiotherapeuten***

Tennenbaum Multi-Strategy Master Fund

Notice Address:

Tennenbaum Capital Partners LLC

2951 28th Street, Suite 1000

Santa Monica, CA  90405

Attn:  Sumit Sablok

Fax:  (310) 899-4994

- 3 -

Virginia Retirement System*

The Washington University*

Notice Address:

Zazove Associates, LLC

______________________

_____________________

Attn:  Steven M. Kleiman

Fax:  847.239.7101

Zazove Aggressive Growth Fund, L.P.*

Zazove HighYield Convertible Securities Fund, L.P.*

*Indicates Zazove Associates, LLC is acting as investment advisor with respect to such Holder.

Notice Address:

Zazove Associates, LLC

______________________

_____________________

Attn:  Steven M. Kleiman

Fax:  847.239.7101

**Notice Address:

Credit and Financials: Eddie Vonnahme, CFA Principal Global Investors, LLC 801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-362-2018 Fax: 515-362-2326 vonnahme.eddie@principal.com	Credit and Financials: Mark Denkinger Principal Global Investors, LLC  801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-248-8016 Fax: 515-362-2326 Denkinger.Mark@principal.com
Administrative: Luke Walker Principal Global Investors, LLC 801 Grand Avenue     Des Moines, Iowa 50392-0960 Phone: 515-235-1340 FAX :  1-866-508-8946 dlgaminvacctbankloan@exchange.principal.com	Legal: Sally D. Sorensen, Paralegal Analyst Principal Life Insurance Company 711 High Street, G-34 Des Moines, Iowa 50392-0301 Phone:      (515) 247-6986 Fax:           (866) 496-6527 sorensen.sally.d@principal.com

***Notice Address:

c/o Putnam Investments

One Post Office Square

Boston, MA  02106

Attn:  General Counsel

Fax:  (617) 760-1625

- 4 -

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of July 15, 2010 by and among Jazz Technologies, Inc., a Delaware corporation, the guarantors party thereto and the Holders to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of [], 20__.

[NAME]
By:
	Name
	Title

- 1 -

EX-10.46 4 exhibit_10-46.htm EXHIBIT 10.46

Exhibit 10.46

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND

SECURITY AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated asof April 21, 2010, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”) Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company”, and Operating Company together with Jazz, collectively, the “Borrowers” and each of them individually, a “Borrower”), Jazz Technologies, Inc, formerly known asAcquicor Technology Inc., a Delaware corporation (“Parent Guarantor”), the lenders party to the “Loan Agreement” asdefined below (each individually, a ‘‘Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for the Lenders (in such capacity, “Agent”).

RECITALS

A.           Borrowers, Parent Guarantor, Agent, Lenders, and Wachovia Capital Markets, LLC, in its capacity as lead arranger, bookrunner and syndication agent, have previously entered into that certain Second Amended and Restated Loan and Security Agreement dated as of September 19, 2008, as amended by the First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of March 17, 2009, and as amended by the Second Amendment to Second Amended and Restated Loan and Security Agreement and Waiver dated as of July 16, 2009 (as amended, the “Loan Agreement”), pursuant to which Agent and Lenders have made certain loans and financial accommodations available to Borrowers.  Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

B.           Borrowers and Guarantor have requested that Agent and the Lenders amend the Loan Agreement, which Agent and the Lenders are willing to do pursuant to the terms and conditions set forth herein.

C.           Borrowers and Guarantor are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s or anyLender’s rights or remedies as set forth in the Loan Agreement is being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.           Amendment to Loan Agreement.

(a)           Clauses (m)(C) and (D) of the definition of “Eligible Accounts” contained in Section 1.44 of the Loan Agreement are hereby amended and restated to read in their entirety as follows:

"(C) Skyworks does not constitute more than forty percent (40%) of the aggregate amount of all otherwise Eligible Accounts;"

“(D) RF Micro Devices does not constitute more than forty percent (40%) of the aggregate amount of all otherwise Eligible Accounts;”

(b)           The second sentence of the definition of “Reserves” contained in Section 1.120 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

“Without limiting the generality of the foregoing, Reserves may, at Agent’s option, be established to reflect:  (A) dilution with respect to the Accounts (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of such Borrower for such period) as calculated by Agent for any period is or is reasonably anticipated to be greater than five percent (5%); (B) returns, discounts, claims, credits and allowances of any nature that are not paid pursuant to the reduction of Accounts; (C) amounts past due to owners and lessors of premises where any Collateral is located, other than for those locations where Agent has received a Collateral Access Agreement that Agent has accepted in writing; (D) the Bank Products Reserve; and (E) any other Reserve, including without limitation any Reserve for deferred revenue to the extent reserved by any Borrower on its books and records consistent with its historical practices.”

2.           Effectiveness of this Amendment.  The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

(a)           Amendment.  Agent shall have received this Amendment, fully executed by Borrowers, Guarantor, Agent and Required Lenders in a sufficient number of counterparts for distribution to all parties.

(b)           Representations and Warranties.  The representations and warranties set forth herein and in the Loan Agreement must be true and correct.

(c)           Other Required Documentation.  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

3.           Representations and Warranties.  Each Borrower and Guarantor each represents and warrants as follows:

(a)           Authority.  Each Borrower and Guarantor have the requisite company power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Financing Agreements (as amended or modified hereby) to which it is a party.  The execution, delivery and performance by each Borrower and Guarantor of this Amendment have been duly approved by all necessary company action and no other company proceedings are necessary to consummate such transactions.

(b)           Enforceability.  This Amendment has been duly executed and delivered by each Borrower and Guarantor.  This Amendment and each Financing Agreement (as amended or modified hereby) are the legal, valid and binding obligation of each Borrower and Guarantor, enforceable against each Borrower and Guarantor in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles, and are in full force and effect.

(c)           Representations and Warranties.  The representations and warranties contained in each Financing Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.

(d)           Execution.  The execution, delivery and performance of this Amendment are within the power of each Borrower and Guarantor, have been duly authorized by all necessary company action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on any Borrower or Guarantor.

(e)           No Default.  No event has occurred and is continuing that constitutes an Event of Default.

4.           Choice of Law.  The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the internal laws of the State of California governing contracts only to be performed in that State.

5.           Counterparts.  This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

6.           Reference to and Effect on the Financing Agreements.

(a)           Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Financing Agreements to “the Loan Agreement”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement asmodified and amended hereby.

(b)           Except as specifically amended above, the Loan Agreement and all other Financing Agreements, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)           The execution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

(d)           To the extent that any terms and conditions in any of the Financing Agreements shall contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended hereby.

7.           Estoppel.  To induce Agent and Lenders to enter into this Amendment and to induce Agent and Lenders to continue to make advances to Borrowers under the Loan Agreement, each Borrower and Guarantor hereby acknowledges and agrees that, after giving effect to this Amendment, as of the date hereof, there exists no Default or Event of Default and no right of offset, defense, counterclaim or objection in favor of any Borrower or Guarantor as against Agent or any Lender withrespect to the Obligations.

8.           Integration.  This Amendment, together with the other Financing Agreements, incorporates all negotiations of the parties hereto with respect to the subject mattes hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

9.           Severability.  In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

JAZZ SEMICONDUCTOR, INC, as a Borrower

By: /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

NEWPORT FAB, LLC, as a Borrower

By: /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

JAZZ TECHNOLOGIES, INC., as a Guarantor

By:  /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as Agent and a Lender

By: /s/ DENNIS KING

Name:  Dennis King

Title:    Vice President

EX-10.48 5 exhibit_10-48.htm EXHIBIT 10.48

Exhibit 10.48

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”), dated as of July 9, 2010, is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule A hereto (each a “Guarantor”), Tower Semiconductor Ltd., company formed under the laws of Israel (“Tower”), Zazove Associates, LLC, a Delaware limited liability company (“Zazove”), and each of the holders listed on the Sc hedule of Holders referred to below (each, a “Holder” and collectively, the “Participating Holders”).

RECITALS

A. In December 2006, the Company issued its 8% Convertible Senior Notes due 2011 in an initial aggregate original principal amount of $166.75 million (such notes collectively, the “Old Notes ”); such Old Notes being in the form of beneficial interests in a global note held by The Depository Trust Company (“DTC”) and governed by an indenture, dated as of December 19, 2006, between the Company and U.S. Bank National Association, as supplemented by a Supplemental Indenture, dated as of April 3, 2007, pursuant to which the Company’s obligations were guaranteed by the guarantors party thereto, and a Second Supplemental Indenture, dated as of September 19, 2008 (such indenture, as the same has been modified or supplemented through the date hereof, the “Old Indenture”).

B. The Old Notes were originally convertible into common stock of the Company. Effective September 19, 2008, a wholly-owned subsidiary of Tower merged with and into the Company, with the Company being the surviving corporation and a wholly-owned subsidiary of Tower.  Pursuant to the terms of the Second Supplemental Indenture, dated as of September 19, 2008, to the Old Indenture entered into in connection with such merger, the Old Notes became convertible for Tower Common Stock (defined below).

C. Through the date hereof, the Company has repurchased $43.42 million in aggregate principal amount of Old Notes, leaving $123.33 million in aggregate principal amount of Old Notes outstanding as of the date hereof.

D. Each Holder is the beneficial owner of Old Notes in the aggregate principal amount set forth opposite such Holder’s name in column (2) of the Schedule of Holders (the “Schedule of Holders”) attached hereto as Exhibit A (the “Original Principal Amount”).

E. The Company and the Participating Holders desire to enter into this Agreement, pursuant to which, among other things, on the Closing Date (as defined below), each Holder shall exchange Old Notes in a principal amount equal to the Original Principal Amount for such Holder for newly-issued (i) 8% senior notes due 2015 issued by the Company (the “New Notes”) and guaranteed (the “Guarantees”), jointly and severally, by the Guarantors in the principal amount set forth in column (3) opposite such Holder’s name on the Schedule of Holders (with respect to each Holder, the “Exchange Principal Amount”) and (ii) Series J warrant s (the “Tower Warrants”) to purchase a number of shares of Tower Common Stock (collectively, the “Tower Warrant Shares”) as is set forth in column (4) opposite such Holder’s name on the Schedule of Holders (with respect to each Holder, the “Exchange Warrant Amount”).  The New Notes will be issued under and governed by an indenture, dated as of the Closing Date, among the Company, the guarantors from time to time party thereto and U.S. Bank National Association, as trustee, in a form substantially similar to that attached hereto as Exhibit B (the “New Indenture”), and the Tower Warrants will be issued under and governed by a warrant agreement, dated as of the Closing Date, between Tower and American Stock Transfer & Trust Company, as warrant agent, in a form substantially similar to that attached hereto as Exhibit C (the “Warrant Agreement”).

F. Pursuant to the terms and conditions of this Agreement, for each $1,000 Original Principal Amount exchanged, a Holder will be entitled to receive (i) $1,175 in principal amount of New Notes and (ii) Tower Warrants to purchase 317.25 shares of Tower Common Stock.

G. An aggregate of at least $70 million Original Principal Amount shall be exchanged for New Notes in the Exchange (defined below).

H. The exchange of Old Notes for New Notes and Tower Warrants by the Participating Holders on the terms set forth in this Agreement (the “Exchange”) is being made pursuant to Sections 3(a)(9) and/or 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated under Section 4(2) thereof and Regulation S promulgated under the Securities Act.

I.  As of the date of this Agreement, Zazove is acting as investment advisor with discretionary authority with regard to certain of the entities listed on the Schedule of Holders that hold $36,036,000 in aggregate principal amount of the Old Notes (the “Zazove Accounts”).  Zazove will take action on behalf of, and make representations and warranties on behalf of, the Zazove Accounts.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Unless the context otherwise requires, the following terms shall have the      following meanings for all purposes of this Agreement:

“Action” has the meaning ascribed to it in Section 4(j).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144 under the Securities Act.  With respect to the Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Holder will be deemed to be an Affiliate of the Holder.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States and any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” has the meaning ascribed to it in Section 3.

“Closing Date” has the meaning ascribed to it in Section 3

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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“Company” has the meaning set forth in the preamble to this Agreement.

“Company Disclosure Materials” shall have the meaning ascribed to it in Section 4(h).

“Company Material Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document to which the Company or any Guarantor is a party, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s or any Guarantor’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to which it is a party.

“Company Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Closing Date, among the Company and the Participating Holders, in the form of Exhibit D attached hereto.

“Disclosure Schedules” means the Disclosure Schedules of the Company and Tower to this Agreement delivered concurrently herewith.

“DTC” has the meaning set forth in the “Recitals” section.

“Exchange” has the meaning set forth in the “Recitals” section.

“Exchange Principal Amount” has the meaning set forth in the “Recitals” section.

“Exchange Note Cash Payment” has the meaning ascribed to it in Section 2(c).

“Exchange Notes” has the meaning set forth in the New Indenture.

“Exchange Warrant Amount” has the meaning set forth in the “Recitals” section.

 “GAAP” has the meaning ascribed to it in Section 4(h).

“Guarantor” has the meaning set forth in the preamble to this Agreement.

“Holder” has the meaning set forth in the preamble to this Agreement.

“Intellectual Property Rights” has the meaning ascribed to it in Section 4(o).

“Letter Agreement” means the letter agreement, as of the Closing Date, among the Company, the Guarantors, Tower and the Participating Holders.

“Letter of Intent” means the Letter of Intent, dated June 8, 2010, among the Company, Tower and Zazove.

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Permits” has the meaning ascribed to it in Section 4(m).

“New Indenture” has the meaning set forth in the “Recitals” section.

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“New Notes” has the meaning set forth in the “Recitals” section.

“Old Indenture” has the meaning set forth in the “Recitals” section.

“Old Notes” has the meaning set forth in the “Recitals” section.

           “Original Principal Amount” has the meaning set forth in the “Recitals” section.

“Participating Holders” has the meaning set forth in the preamble to this Agreement.

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Registration Statement” means a registration statement meeting the requirements set forth in the Company Registration Rights Agreement or the Tower Registration Rights Agreement, as applicable.

“Required Approvals” shall have the meaning ascribed to such term in Section 4(e).

“Schedule of Holders” has the meaning set forth in the “Recitals” section.

“Securities” means the New Notes, the Tower Warrants and the Tower Warrant Shares.

“Securities Act” has the meaning set forth in the “Recitals” section.

“Subsidiary” means, with respect to the Company or Tower, any subsidiary of such company as set forth on Schedule 4(a) for the Company or Schedule 5(a) for Tower.

“Tower” has the meaning set forth in the preamble to this Agreement.

“Tower Action” has the meaning ascribed to it in Section 5(j).

“Tower Common Stock” means the ordinary shares of Tower, par value NIS 1.00 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Tower Common Stock Equivalents” means any securities of Tower or its Subsidiaries which would entitle the holder thereof to acquire at any time Tower Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Tower Common Stock.

“Tower Disclosure Materials” has the meaning ascribed to it in Section 5(h).

“Tower Intellectual Property Rights” has the meaning set forth in Section 5(o).

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“Tower Material Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document to which Tower is a party, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of Tower and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on Tower’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to which it is a party.

“Tower Material Permits” has the meaning ascribed to it in Section 5(m).

“Tower Required Approvals” has the meaning ascribed to it in Section 5(e).

“Tower Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Closing Date, among the Company and the Participating Holders, in the form of Exhibit E attached hereto.

“Tower SEC Reports” has the meaning ascribed to it in Section 5(h).

“Tower Warrants” has the meaning set forth in the “Recitals” section.

“Tower Warrant Shares” has the meaning set forth in the “Recitals” section.

“Trading Market” means the following markets or exchanges on which the Tower Common Stock is listed or quoted for trading on the date in question:  the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.

“Transaction Documents” means this Agreement, the New Notes, the New Indenture, the Guarantees, the Warrants, the Warrant Agreement, the Company Registration Rights Agreement, the Tower Registration Rights Agreement, the Letter Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Warrant Agreement” has the meaning set forth in the “Recitals” section.

“Zazove” has the meaning set forth in the preamble to this Agreement.

2. The Exchange.

(a) Exchange of Old Notes for New Notes and Tower Warrants. Subject to the satisfaction of the conditions set forth in Section 7 and Section 8 hereof, at the Closing (i) each Holder (or in the case of the Zazove Accounts, Zazove on behalf of each such Holder) agrees, severally and not jointly, to take such action as is necessary to transfer and deliver to the Company by electronic delivery via Deposit/Withdrawal at Custodian the Old Notes of such Holder in the Original Principal Amount for such Holder, (ii) the Company shall issue and deliver to each Holder New Notes in the Exchange Principal Amount for such Holder plus cash in immediately available funds for any amount that would not be an integral multiple of $1,000 as set forth opposite such Holder’s name i n column (3) of the Schedule of Holders (the “Exchange Note Cash Payment”) and (iii) Tower shall issue and deliver to each Holder Tower Warrants in the Exchange Warrant Amount for such Holder (which Exchange Warrant Amount reflects rounding up to the next whole share any warrants to purchase any fractional shares to which the Holder would otherwise be entitled). The Company and Tower shall deliver the New Notes and Tower Warrants, as applicable, by causing DTC to credit such securities to the account of each Holder’s DTC participant as set forth in a direction substantially in the form of Schedule B hereto, or such other DTC account as a Holder (or in the case of the Zazove Accounts, Zazove) may direct in writing sufficiently in advance of the Closing Date against delivery by such Holder of Old Notes in the Original Principal Amount for such Holder.  Notwithsta nding anything to the contrary in this Agreement, each of Elevator Division Retirement Benefit Plan, Iowa Judicial Retirement System and Painting Industry Annuity Fund have determined to, and agree that they will, exchange their Old Notes for New Notes and the Exchange Note Cash Payment only and are foregoing any right to receive any Tower Warrants in the Exchange.

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(b) Registration of New Notes and Tower Warrants. The New Notes will be evidenced by one or more global note certificates and the Tower Warrants will be evidenced by one or more global warrant certificates, in each case in definitive form, registered in the name of Cede &Co., as nominee of DTC, and bearing such legends as shall be required by the New Indenture or Warrant Agreement, as the case may be.

(c) Accrued and Unpaid Interest on Old Notes.  In lieu of paying accrued and unpaid interest on the Old Notes from the last date through which interest was paid to, but excluding, the Closing Date, interest on the New Notes shall accrue from the last date through which interest was paid.  Each Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) acknowledges that upon receipt of such Holder’s Exchange Principal Amount and Exchange Warrant Amount, together with the Exchange Note Cash Payment payable to such Holder, the Company’s obligations to pay such Holder principal and interest on the Old Notes so exchanged by such Holder shall be satisfied.

3. Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur at 10:00 a.m. (New York City local time), or at such other time as the parties agree upon, on July 14, 2010 or, if the conditions to Closing set forth in Section 7 and Section 8  hereof (other than conditions that by their terms can only be satisfied on the Closing Date) have not been satisfied or waived by such date, then on the second Business Day after the last of such conditions to Closing has been satisfied or waived by the party entitled to waive the same or on any such other date as to which the parties mutually agree in writing (the “Closing Date”).

4. Representations and Warranties of the Company and the Guarantors. Except as set forth under the corresponding section of the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and to qualify such corresponding representation or warranty otherwise made herein to the extent of such disclosure, the Company and the Guarantors, jointly and severally, hereby make the representations and warranties set forth below to each Holder and to Zazove:

(a)           Subsidiaries.  All of the direct and indirect ownership of any capital stock, or other equity interests owned or held by subsidiaries of the Company are set forth on Schedule 4(a).  Except as set forth on Schedule 4(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each of its Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each of its Subsidiary are validly issued and are fully paid, non-a ssessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b)           Organization and Qualification.  The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  No proceeding has been instituted for the dissolution of the Company or any of its Subsidiaries.  Neither the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Company Material Adverse Effect, and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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(c)           Authorization; Enforcement.  The Company and each Guarantor has the requisite corporate or other power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery by the Company and each Guarantor of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company or such Guarantor and no further action is required by the Company or any Guarantor or its respective board of directors (or similar governing body) or its stockholders or members in connection therewith.  Each Transaction Document to which the Company or any Guarantor is a party has been (or upon delivery will have been) duly executed by the Company and such Guarantor and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company and such Guarantor enforceable against the Company and such Guarantor in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.  On the Cl osing Date, the Exchange Notes (including the related Guarantees) shall have been duly authorized by the Company and each of the Guarantors, as applicable, and, when duly executed, authenticated, issued and delivered as contemplated by the Company Registration Rights Agreement and in accordance with the provisions of the New Indenture, will be duly and validly issued and outstanding and will constitute valid and binding obligations of the Company and such Guarantor enforceable against the Company and such Guarantor in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)           No Conflicts.  The execution, delivery and performance by the Company and each Guarantor of the Transaction Documents to which it is a party, the issuance and sale of the New Notes (including the related Guarantees) and the consummation by the Company and the Guarantors of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or any of its Subsidiaries’ debt or otherwise) or other understanding to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any of its Subsidiaries is subject (including U.S. federal and state securities laws and regulations), or by which any property or asset of the Company or any of its Subsidiaries is bound or aff ected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Company Material Adverse Effect.

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(e)           Filings, Consents and Approvals.  Other than as set forth on Schedule 4(e), neither the Company nor any Guarantor is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company and each Guarantor of the Transaction Documents to which it is a party, other than (i) filings required pursuant to Section 7(g) of this Agreement, (ii) the fi ling with the Commission of the Registration Statement, (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws, and (iv) those made or obtained prior to Closing (collectively, the “Required Approvals”).

(f)           Issuance of the New Notes.  The New Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

(g)           Capitalization.  The capitalization (including convertible debentures) of the Company as of one (1) Business Day prior to the date hereof is as set forth on Schedule 4(g).  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or ex ercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the New Notes will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Participating Holders) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all U.S. federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further corporate appr oval or authorization of any stockholder, the Board of Directors of the Company or any Guarantor or others is required for the issuance and sale of the New Notes and the related Guarantees.  Except as disclosed on Schedule 4(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h)           SEC Reports; Financial Statements.  The Company’s reports, schedules, forms, statements and other documents filed by it under the Securities Act or the Exchange Act for the three years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, “Company SEC Reports”; together with the Company Disclosure Schedules, the “Company Disclosure Materials”), when filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), complied in a ll material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Company SEC Reports, when filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the Company SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing).  Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States applied on a consist ent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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(i)           Material Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements of the Company included in a report filed on Form 10-K and except as specifically disclosed in the Company Disclosure Materials, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Company Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) the Company has not alter ed its method of accounting, and (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock.  The Company does not have pending before the Commission any request for confidential treatment of information.  Except for the entering into of this Agreement and the transactions contemplated hereby or as set forth in the Company Disclosure Materials, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least 1 Business Day prior to the date that this representation is made.

(j)           Litigation.  Except as set forth on Schedule 4(j) and in the Company Disclosure Materials, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (U.S. federal, state, county, local or foreign) (collectively, an “Action”) wh ich (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the New Notes (including the related Guarantees) or (ii) could have or reasonably be expected to result in a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under U.S. federal or state securities laws or a claim of breach of fiduciary duty.

(k)           Labor Relations.  No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Company Material Adverse Effect.  Except as disclosed on Schedule 4(k), none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company, and neither the Company or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidi aries believe that their relationships with their employees are good.  No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and, to the knowledge of the Company, the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  The Company and its Subsidiaries are, to their knowledge, in compliance with all, U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.  0;The severance pay due to the Company’s employees is fully funded or provided for in accordance with GAAP, consistently applied.

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(l)           Compliance.  Except as set forth in the Company Disclosure Materials, neither the Company nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its Subsidiaries under), nor has the Company or any of its Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such d efault or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, (iii) is in violation of its charter or bylaws or similar organizational document or (iv) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, U.S. federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Company Material Adverse Effect.

(m)            Regulatory Permits.  The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate U.S. federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Company Disclosure Materials, except where the failure to possess such permits could not have or reasonably be expected to result in a Company Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or mod ification of any Material Permit.

(n)           Title to Assets.  Except as set forth on Schedule 4(n), the Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and its Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all Liens, except for Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of su ch property by the Company and its Subsidiaries and Liens for the payment of U.S. federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance.

(o)           Patents and Trademarks.  To the knowledge of the Company, the Company and its Subsidiaries own, or have legally enforceable rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, maskworks trade secrets, inventions, know-how, licenses and other similar rights necessary or material for use in connection with their respective businesses as described in the Company Disclosure Materials and which the failure to so have could have a Company Material Adverse Effect (collectively, the “Intellectual Property Rights”).  Except as set forth on Schedule 4(o), neither the Company nor any of its Subsidiaries has received a written notice that has not been revoked or has knowledge that the Intellectual Property Rights used by the Company or any of its Subsidiaries violates or infringes, or allegedly violates or allegedly infringes, upon the rights of any Person.  To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(p)           Insurance.  The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and its Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage.  To the best knowledge of the Company, such insurance contracts and policies are accurate and complete.  Neither the Company nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or t o obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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(q)           Transactions With Affiliates and Employees.  Except as set forth on Schedule 4(q) and in the Company Disclosure Materials, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherw ise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than (i) for payment of salary, director fees or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) for other employee benefits, including reasonable severance pay plans of the Company or bonuses.  Except as described above or in the Company Disclosure Materials, none of the officers, directors or, to the best of the Company’s knowledge, key employees or stockholders of the Company or any members of their immediate families, are indebted to the Company or any of its Subsidiaries, individually in excess of $120,000.  Except as set forth in the Company Disclosure Materials, neither the Company nor any of its Subsidiaries is a guarantor o r indemnitor of any indebtedness of any other person, firm or corporation.

(r)           Sarbanes-Oxley; Internal Accounting Controls.  The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date.  The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accor dance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluatio n Date”).  The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal controls over financial reporting, have been identified.

(s)           Certain Fees.  Except as disclosed on Schedule 4(s), no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  Except for fees incurred by or on behalf of such Holder, no Holder shall have any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees as contemplated in this Section tha t may be due in connection with the transactions contemplated by the Transaction Documents.

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(t)           Private Placement. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, no registration under the Securities Act is required for the offer and sale of the New Notes by the Company and the related Guarantees by the Guarantors to the Participating Holders as contemplated hereby.

(u)           Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities and consummation of the Exchange, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.  The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(v)           Registration Rights.  Except as disclosed on Schedule 4(v), other than each of the Participating Holders and any registered broker-dealer receiving compensation in the form of equity in connection with the transactions contemplated by this Agreement, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(w)            No Listing.  The Company’s Common Stock is not registered pursuant to Section 12(b) or 12(g) of the Exchange Act.

(x)           Disclosure.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that, neither it nor to the knowledge of the Company any other Person acting on its behalf has provided any Holder or its agents or counsel with any information that constitutes or might constitute material, non-public information.  The Company understands and confirms that each Holder will rely on the foregoing representation in effecting transactions in securities of the Company.  All disclosure furnished by or on behalf of the Company to the Participating Holders regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, with respect to the representations and warranties made herein, together with the Company Disclosure Materials, when taken as whole, are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  The Company acknowledges and agrees that no Holder has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 6 hereof.

(y)           No Integrated Offering. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the New Notes (and the related Guarantees) to be integrated with prior offerings by the Company for purposes of the Securities Act.

(z)           Solvency.  The Company has no knowledge of any facts or circumstances which lead it to believe that it or any of its Subsidiaries will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.  The Company Disclosure Materials reflect as of the dates thereof all outstanding secured and unsecured indebtedness of the Company and its Subsidiaries, or for which the Company or any of its Subsidiaries has commitments.

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(aa)           Tax Status.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Company Material Adverse Effect, the Company and each of its Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any of its Subsidiaries.

(bb)           No General Solicitation.  Neither the Company, nor any of its affiliates nor any person acting on behalf of the Company has offered or sold any of the New Notes (or the related Guarantees) by any form of general solicitation or general advertising or through any directed selling efforts (as defined in Regulation S under the Securities Act).  The Company has offered the New Notes (and the related Guarantees) for sale only to the Participating Holders who are either (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, (ii) institutional “accredited investorsR 21; within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) not “U.S. Persons” within the meaning of Regulation S under the Securities Act in an “offshore transaction” within the meaning of Regulation S under the Securities Act.  The Company has implemented the “offering restrictions” as defined in Regulation S under the Securities Act.

(cc)           Foreign Corrupt Practices.  Neither the Company, nor any of its Subsidiaries nor any agent or other person acting on behalf of the Company or any of its Subsidiaries, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any of its Subsidiaries (or made by any person acting on their behalf of which the Company or any of its Subsidiaries is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(dd)           Embargoed Person.  None of the funds or other assets of the Company or any of its Subsidiaries shall constitute property of, or shall be beneficially owned, directly or indirectly, by any person subject to trade restrictions under United States law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. and any Executive Orders or regulations promulgated under any such United States laws (each, an "Embargoed Person"), with the result that the investments evidenced by the New Notes are or would be in violation of law. None of the funds or other assets of the Company shall be derived from any unlawful activity with the result that the investments evidenced by the New Notes are or would be in violation of law.

(ee)           Trust Indenture Act.  Assuming the accuracy of the representations of each Holder and its compliance with its respective agreements with the Company, and so long as the New Notes are not registered under the Securities Act, it is not necessary in connection with the offer, sale and delivery of the New Notes in the manner contemplated by this Agreement to qualify the New Indenture under the Trust Indenture Act of 1939, as amended.

(ff)           Accountants.  The Company’s accountants are Brightman Almagor Zohar & Co., Certified Public Accountant, a member firm of Deloitte Touche Tohmatsu.  To the knowledge of the Company, such accountants are a registered public accounting firm as required by the Exchange Act and registered with the Public Company Accounting Oversight Board.  The Company expects such accountants to consent to the inclusion of their report on the Company’s financial statements into any registration statement and the prospectus which forms a part thereof that may be required to be filed under the Company Registration R ights Agreement.

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5. Representations and Warranties of Tower. Except as set forth under the corresponding section of the Tower Disclosure Schedules, which Tower Disclosure Schedules shall be deemed a part hereof and to qualify such corresponding representation or warranty otherwise made herein to the extent of such disclosure, Tower hereby makes the representations and warranties set forth below to each Holder and to Zazove:

(a)           Subsidiaries.  All of the direct and indirect ownership of any capital stock, or other equity interests owned or held by subsidiaries of Tower are set forth on Schedule 5(a).  Except as set forth on Schedule 5(a), Tower owns, directly or indirectly, all of the capital stock or other equity interests of each of its Subsidiaries free and clear of any Liens and all the issued and outstanding shares of capital stock of each such Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b)           Organization and Qualification.  Tower and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  No proceeding has been instituted by the Registrar of Companies in Israel for the dissolution of Tower.    Neither Tower nor any of its Subsidiaries is in violation or default of any of the provisions of its respective cert ificate or articles of incorporation, memorandum of association, bylaws or other organizational or charter documents.  Each of Tower and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Tower Material Adverse Effect, and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)           Authorization; Enforcement.  Tower has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery by Tower of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Tower and no further action is required by Tower, its board of directors or its stockholders in connection there with.  Each Transaction Document to which Tower is a party has been (or upon delivery will have been) duly executed by Tower and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of Tower enforceable against Tower in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)           No Conflicts.  The execution, delivery and performance by Tower of the Transaction Documents to which it is a party, the issuance and sale of the Tower Warrants and Tower Warrant Shares and the consummation by Tower of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of Tower’s or any of its Subsidiaries certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of an y Lien upon any of the properties or assets of Tower or any of its Subsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Tower or Subsidiary debt or otherwise) or other understanding to which Tower or any of its Subsidiaries is a party or by which any property or asset of Tower or any of its Subsidiaries is bound or affected, or (iii) subject to the Tower Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Tower or any of its Subsidiaries is subject (including Israeli, U.S. federal and state securities laws and regulations), or by which any property or asset of Tower or any of its Subsidiaries is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Tower Material Adverse Effect.

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(e)           Filings, Consents and Approvals.  Tower is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Israeli, U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by Tower of the Transaction Documents to which it is a party, other than (i) filings required pursuant to Section 7 and Section 8 of this Agreement, (ii) the filing with the Commission of the Registration Statement, (iii) the filing of Form D with the Commission and such filings as are required to b e made under applicable state securities laws, (iv) the filings, consents and approvals listed on Schedule 5(e) and (v) those made or obtained prior to Closing (collectively, the “Tower Required Approvals”).

(f)           Issuance of the Tower Warrants and the Tower Warrant Shares.  The Tower Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Tower other than restrictions on transfer provided for in the Transaction Documents.  The Tower Warrant Shares are duly authorized and, when issued and paid for in accordance with the Warrant Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Tower other than restrictions on transfer provided for in the Transaction Documents.  Tower has reserved from its duly authorized capital stock the maximum number of shares of Tower Common Stock issuable pursuant to the Tower Warrants.  There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any governmental agency or authority in or of Israel either (A) by virtue of the execution or delivery by Tower of the Transaction Documents to which it is a party, (B) the issuance of the Tower Warrants or the Tower Warrant Shares or (C) on any payment to be made by Tower pursuant to the Transaction Documents.  Assuming the truth and accuracy in all material respects of the representations and warranties made by each Holder in this Agreement, Tower is not required to publish or deliver a prospectus in Israel under the Israeli Securities Law – 1968 in connection with the offer and issuance of the Tower Warrants and the Tower Warrant Shares.

(g)           Capitalization.  The capitalization of Tower as of one Business Day prior to the date hereof is as set forth on Schedule 5(g).  Except as disclosed on Schedule 5(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  Except as disclosed in the Tower Disclosure Materials, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Tower Common Stock, or contracts, commitments, understandings or arrangements by which Tower or any of its Subsidiaries is or may become bound to issue additional shares of Tower Common Stock or Tower Common Stock Equivalents.  The issuance and sale of the Tower Warrants will not obligate Tower to issue shares of Tower Common Stock or other securities to any Person (other than the Participating Holders) and will not result in a right of any holder of Tower securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of Tower are validly issued, fully paid and nonassessable, have been issued in compliance with all Israeli, U.S. federal and state securities laws, and none of such outstanding shares wa s issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further corporate approval or authorization of any stockholder, the Board of Directors of Tower or others is required for the issuance and sale of the Tower Warrants and the Tower Warrant Shares issuable upon exercise thereof.  Except as disclosed on Schedule 5(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to Tower’s capital stock to which Tower is a party or, to the knowledge of Tower, between or among any of Tower’s stockholders.

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(h)           SEC Reports; Financial Statements.  Tower has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as Tower was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Tower SEC Reports”; together with the Tower Disclosure Schedules, the “Tower Disclosure Materials”), on a timely basis or has received a valid extension of such time of filing and filed such materials prior to the expiration of such extension, and such materials, when filed, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.  As of their respective dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Tower SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of Tower included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing).  Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Tower and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i)           Material Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements of Tower included in a report filed on Form 20-F and except as specifically disclosed in the Tower Disclosure Materials, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Tower Material Adverse Effect, (ii) Tower has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) Tower has not altered its method of accou nting, (iv) Tower has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) Tower has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Tower stock plans or arrangements.  Tower does not have pending before the Commission any request for confidential treatment of information.  Except for the entering into of this Agreement and the transactions contemplated hereby or as set forth in the Tower Disclosure Materials, no event, liability or development has occurred or exists with respect to Tower or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by Tower under applicable securities laws at the time this representation is made that has not been publicly disclosed at least 1 Business Day prior to the date that this representation is made.

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(j)           Litigation.  Except as disclosed in the Tower Disclosure Materials, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Tower, threatened against or affecting Tower, any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (Israeli, U.S. federal, state, county, local or foreign) (collectively, a “Tower Action”) which (i) adversely affects or challenges the legality, validity or enforceability of an y of the Transaction Documents or (ii) could have or reasonably be expected to result in a Tower Material Adverse Effect.  Neither Tower nor any of its Subsidiaries, nor any director or officer thereof, is or has been the subject of any Tower Action involving a claim of violation of or liability under Israeli or U.S. federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of Tower, there is not pending or contemplated, any investigation by the Commission involving Tower or any of its Subsidiaries or any current or former director or officer of Tower or any of its Subsidiaries with respect to their capacities as a director or officer of Tower or such Subsidiary.  The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Tower or any of its Subsidiaries under the Exchange Act or the Securities Act and no proceeding for that purpose has been initiated or threatened by the Commission.  There are no disagreements of any kind presently existing, or reasonably anticipated by Tower or any of its Subsidiaries to arise, between accountants and lawyers formerly or presently engaged by Tower or any of its Subsidiaries and Tower and each of its Subsidiaries are current with respect to any fees owed to its accountants and lawyers.

(k)           Labor Relations.  No material labor dispute exists or, to the knowledge of Tower, is imminent with respect to any of the employees of Tower or its Subsidiaries which could reasonably be expected to result in a Tower Material Adverse Effect.  Except as disclosed on Schedule 5(k), none of Tower’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with Tower, and neither Tower nor any of its Subsidiaries is a party to a collective bargaining agreement, and Tower and its Subsidiaries believe tha t their relationships with their employees are good.  No executive officer, to the knowledge of Tower, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and, to the knowledge of Tower, the continued employment of each such executive officer does not subject Tower or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  Tower and its Subsidiaries are, to their knowledge, in compliance with all, Israeli, U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Tower Material Adverse Effect.  The severance pay due to Tower&# 8217;s employees is fully funded or provided for in accordance with GAAP, consistently applied.  Neither Tower nor any of its Subsidiaries is subject to, nor do any of its employees benefit from, whether pursuant to applicable employment laws, regulations, extension orders (“tzavei harchava”) or otherwise, any agreement, arrangement, understanding or custom with respect to employment (including, without limitations, termination thereof) other than the minimum benefits and working conditions required by law to be provided pursuant to the rules and regulations of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialist’s Association or extension orders that apply to all employees in Israel or to all employees in the Company’s industry in Israel.

(l)           Compliance.  Except as set forth in the Tower Disclosure Materials, neither Tower nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Tower or any of its Subsidiaries under), nor has Tower or any of its Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, (iii) is in violation of its charter or bylaws or similar organizational document or (iv) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, Israeli, U.S. federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Tower Material Adverse Effect.

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(m)            Regulatory Permits.  Tower and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate Israeli, U.S. federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Tower Disclosure Materials, except where the failure to possess such permits could not have or reasonably be expected to result in a Tower Material Adverse Effect (“Tower Material Permits”), and neither Tower nor any of its Subsidiaries has received any notice of proceedings relating to the revocatio n or modification of any Tower Material Permit.  Except as set forth in the Tower Disclosure Materials, (i) Tower is in compliance in all material respect with all conditions and requirements stipulated by the instruments of approval granted to it with respect to the “Approved Enterprise” status of Tower’s facilities by Israeli laws and regulations relating to such “Approved Enterprise” status and other tax benefits received by Tower; and Tower has not received any notice of any proceeding or investigation relating to revocation or modification of any “Approved Enterprise” status granted with respect to Tower’s facilities.  All information supplied by Tower or any of its Subsidiaries with respect to applications submitted in connection with such approval was true, correct and complete in all material respects when supplied to the appropriate authorities.  Tower is not in violation of any condition or requirement stipulated by the i nstruments of approval granted to Tower by the Office of the Chief Scientist in the Israeli Ministry of Industry and Trade (the “OCS”) or any applicable laws and regulations with respect to any research and development grants given to it by such office that the OCS has not confirmed as having been closed that could be expected to result in a Tower Material Adverse Effect.  All information supplied by Tower with respect to such applications was true, correct and complete in all material respects when supplied to the appropriate authorities.  Schedule 5(m) provides a correct and complete list of the aggregate amount of pending and outstanding grants from the OCS, net of royalties paid.  Tower’s contingent liabilities to the OCS are disclosed in the notes to the financial statements of Tower contained in Tower’s Annual Report on Form 20-F for the year ended December 31, 2009.

(n)           Title to Assets.  Except as set forth on Schedule 5(n), Tower and its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of Tower and its Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of Tower and its Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Tower and its Subsidiaries and Liens for the payment of Israeli, U.S. federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities held under lease by Tower and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which Tower and its Subsidiaries are in compliance.

(o)           Patents and Trademarks.  To the knowledge of Tower, Tower and its Subsidiaries own, or have legally enforceable rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, maskworks trade secrets, inventions, know-how, licenses and other similar rights necessary or material for use in connection with their respective businesses as described in the Tower Disclosure Materials and which the failure to so have could have a Tower Material Adverse Effect (collectively, the “Tower Intellectual Property Rights”).  Except as set forth on Schedule 5(o), neither Tower nor any of its Subsidiaries has received a written notice that has not been revoked or has knowledge that the Tower Intellectual Property Rights used by Tower or any of its Subsidiaries violates or infringes, or allegedly violates or allegedly infringes, upon the rights of any Person.  To the knowledge of Tower, all such Tower Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Tower Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of Tower Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Tower Material Adverse Effect.

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(p)           Insurance.  Tower and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Tower and its Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage.  To the best knowledge of Tower, such insurance contracts and policies are accurate and complete.  Neither Tower nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverag e from similar insurers as may be necessary to continue its business without a significant increase in cost.

(q)           Transactions With Affiliates and Employees.  Except as set forth in the Tower Disclosure Materials, none of the officers or directors of Tower and, to the knowledge of Tower, none of the employees of Tower is presently a party to any transaction with Tower or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Tower, any enti ty in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than (i) for payment of salary, director fees or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Tower and (iii) for other employee benefits, including reasonable severance pay plan of Tower or bonuses.  Except as described above or in the Tower Disclosure Materials, none of the officers, directors or, to the best of the Tower’s knowledge, key employees or stockholders of Tower or any members of their immediate families, are indebted to Tower or any of its Subsidiaries, individually in excess of $120,000.  Except as set forth in the Tower Disclosure Materials, the neither Tower nor any of its Subsidiaries is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

(r)           Sarbanes-Oxley; Internal Accounting Controls.  Tower is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. Tower and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management&# 8217;s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Tower has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Tower and designed such disclosure controls and procedures to ensure that information required to be disclosed by Tower in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Tower’s certifying officers have evaluated the effectiveness of Tower’s disclosure controls and procedures as of the end of the period covered by Tower’s most recently filed annual report under the Exchange Act (such date, the “Tower Evaluation Date”).  Tower presented in it s most recently filed annual report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Tower Evaluation Date.  Since the Tower  Evaluation Date, there have been no changes in Tower’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, Tower’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect Tower’s internal controls over financial reporting, have been identified.

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(s)           Certain Fees.  Except as disclosed on Schedule 5(s), no brokerage or finder’s fees or commissions are or will be payable by Tower to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  Except for fees incurred by or on behalf of such Holder, no Holder shall have any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees as contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(t)           Private Placement. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, no registration under the Securities Act is required for the offer and sale of the Tower Warrants or Tower Warrant Shares by Tower to the Participating Holders as contemplated hereby.  The issuance and sale of the Tower Warrants and the Tower Warrant Shares does not contravene the rules and regulations of the Trading Market.  Tower has not distributed and will not distribute prior to the Closing Date any offering material in connection with this offering and sale of Tower Warrants and Tower Warrant Shar es other than the Transaction Documents.

(u)           Investment Company. Tower is not, and is not an Affiliate of, and immediately after consummation of the Exchange, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.  Tower shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(v)           Registration Rights.  Except as disclosed on Schedule 5(v), other than the Participating Holders, no Person has any right to cause Tower to effect the registration under the Securities Act of any securities of Tower.

(w)            Listing and Maintenance Requirements.  The Tower Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and Tower has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Tower Common Stock under the Exchange Act nor has Tower received any notification that the Commission is contemplating terminating such registration.  Tower Common Stock is listed on The Nasdaq Global Market and on the Tel Aviv Stock Exchange under the symbol “TSEM”.  Tower has not, in the 12 months preceding the date hereof, receiv ed notice from any Trading Market on which the Tower Common Stock is or has been listed or quoted to the effect that Tower is not in compliance with the listing or maintenance requirements of such Trading Market. Tower is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(x)           Application of Takeover Protections.  Tower and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under Tower’s certificate of incorporation (or similar charter documents) or the laws of its jurisdiction of incorporation that is or could become applicable to the Participating Holders as a result of the Participating Holders and Tower fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of Tower’s issuance of the Tower Warrants and the Tower Warrant Shares upon exercise thereof and the Participating Holders’ ownership of the Tower Warrants and Tower Warrant Shares.

(y)           Tower Disclosure.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, Tower confirms that, neither it, nor any of its Subsidiaries, nor to the knowledge of Tower any other Person acting on their behalf has provided any Holder or its agents or counsel with any information that constitutes or might constitute material, non-public information.  Tower understands and confirms that each Holder will rely on the foregoing representation in effecting transactions in securities of Tower.  All disclosure furnished by or on behalf of Tower to the Partic ipating Holders regarding Tower, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, with respect to the representations and warranties made herein, together with the Tower Disclosure Materials, when taken as whole, are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  Tower acknowledges and agrees that no Holder has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 6 hereof.

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(z)           No Integrated Offering. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, neither Tower, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Tower Warrants or Tower Warrant Shares to be integrated with prior offerings by Tower for purposes of the Securities Act.

(aa)           Solvency.  Tower has no knowledge of any facts or circumstances which lead it to believe that it or any of its Subsidiaries will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.  The Tower Disclosure Materials reflect as of the dates thereof all outstanding secured and unsecured indebtedness of Tower and its Subsidiaries, or for which Tower or any of its Subsidiaries has any commitment.

(bb)           Tax Status.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Tower Material Adverse Effect, Tower and each of its Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and Tower has no knowledge of any tax deficiency which has been asserted or threatened against Tower or any of its Subsidiaries.

(cc)           No General Solicitation.  Neither Tower nor any person acting on behalf of Tower has offered or sold any of the Tower Warrants by any form of general solicitation or general advertising or through any directed selling efforts (as defined in Regulation S under the Securities Act).  Tower has offered the Tower Warrants for sale only to the Participating Holders who are either (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, (ii) “institutional accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) not “U.S. Persons” within the meaning of Regulation S under the Securities Act in an “offshore transaction” within the meaning of Regulation S under the Securities Act.  The Tower Warrants and Tower Warrant Shares issued in reliance on Regulation S are eligible for “Category 1” thereunder pursuant to Section 903(b)(1)(i) of Regulation S.

(dd)           Foreign Corrupt Practices.  Neither Tower, nor any of its Subsidiaries, nor any agent or other person acting on behalf of Tower or any of its Subsidiaries, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by Tower or any of its Subsidiaries (or made by any person acting on their behalf of which Tower or any of its Subsidiaries is aware) which is in violation of law) or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(ee)           Accountants.  Tower’s accountants are Brightman Almagor Zohar & Co., Certified Public Accountant, a member firm of Deloitte Touche Tohmatsu.  To the knowledge of Tower, such accountants are a registered public accounting firm as required by the Exchange Act and registered with the Public Company Accounting Oversight Board.  Tower expects such accountants to consent to the inclusion of their report on Tower’s financial statements into any registration statement and the prospectus which forms a part thereof that may be required to be filed under the Tower Registration Rights Agreement.

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(ff)           Manipulation of Price.  Tower has not, and to its knowledge, no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of Tower to facilitate the sale or resale of the Tower Warrants or the Tower Warrant Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Tower Warrants or the Tower Warrant Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of Tower.

(gg)           U.S. Real Property Holding Corporation.  Tower is not, has never been, nor shall become while any Tower Warrants are held by any Participating Holder, a U.S. real  property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and Tower shall so certify upon any Holder’s request.

(hh)           Taxes.  No tax, levy, impost, duty, fee, assessment or other governmental charge or any deduction or withholding imposed by any governmental agency or authority in or of the State of Israel is payable by or on behalf of any Holder or any assignee of such Holder (i) as a result of the execution, delivery or performance by Tower, the Company or any Guarantor of the Transaction Documents to which it is a party, including, but not limited to, the issuance by Tower of the Tower Warrants and the Tower Warrant Shares, (ii) with respect to such Holder if it is a US person, who holds less than 10% of Tower’s issued and outstanding Tower Common Stock and does not maintain a permanent establishment in Israel through which the Tower Warrants or Tower Warrant Shares are held, or (iii) in connection with any resale by such Holder of the Tower Warrants in accordance with the terms thereof.

(ii)           Form F-3 Eligibility; Foreign Private Issuer Status.  Tower is eligible to register the resale by the Participating Holders of the Tower Warrants and the Tower Warrant Shares on a Registration Statement on Form F-3 under the Securities Act.  Tower qualifies as a “foreign private issuer” as such term is defined in the Exchange Act.

(jj)           Embargoed Person.  None of the funds or other assets of Tower shall constitute property of, or shall be beneficially owned, directly or indirectly, by any person subject to trade restrictions under United States law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. and any Executive Orders or regulations promulgated under any such United States laws (each, an "Embargoed Person"), with the result that the investments evidenced by the Tower Warrants or the Tow er Warrant Shares are or would be in violation of law. None of the funds or other assets of Tower shall be derived from any unlawful activity with the result that the investments evidenced by the Tower Warrants or the Tower Warrant Shares are or would be in violation of law.

(kk)           Nasdaq.  With respect to the transactions contemplated hereby, Tower has satisfied the home country practice requirements of The Nasdaq Global Market pursuant to Rule 5615(a)(3) of the Nasdaq listing rules or has otherwise complied with the Nasdaq rules.

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6. Representations and Warranties of the Holder. Each Holder (or in the case of the Zazove Accounts, Zazove on behalf of itself or such Holder, as applicable) hereby, for itself and no other Holder, represents and warrants to the Company and Tower as follows (it being understood that each of Elevator Division Retirement Benefit Plan, Iowa Judicial Retirement System and Painting Industry Annuity Fund make no representation or warranty with respect to the Tower Warrants or the Tower Warrant Shares):

(a)            Organization; Authority. Such Holder (or in the case of any Zazove Account, Zazove) is duly organized or established, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company or other, as applicable, power and authority to enter into this Agreement and to carry out the transactions contemplated hereby and to perform its obligations hereunder, and in the case of Zazove, to act on behalf of the Zazove Accounts in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated her eby.

(b)            Governmental Authorization. The execution, delivery and performance by such Holder (or in the case of any Zazove Account, Zazove) of this Agreement does not and shall not require, on the part of such Holder (or Zazove, as applicable), any registration or filing with, the consent or approval of, notice to, or any other action with respect to, any federal, state or other governmental authority or regulatory body.

(c)             Title and Ownership.  Such Holder is the beneficial owner of the Old Notes in the Original Principal Amount set forth opposite such Holder’s name on the Schedule of Holders.  Such Holder’s Old Notes are owned by such Holder free and clear of any liens, encumbrances, equities or claims and the transfer, assignment and delivery of such Old Notes in accordance with this Agreement will convey to the Company good title to such Old Notes, free and clear of liens, claims, equities and encumbrances created by such Holder.

(d)            Restricted Securities. Such Holder (or in the case of any Zazove Account, Zazove on behalf of such Holder) acknowledges that (i) none of the New Notes, the Tower Warrants nor Tower Warrant Shares have been registered under the Securities Act and that, as such, such securities are deemed “restricted securities” within the meaning of Rule 144 under the Securities Act and (ii) such securities may be offered or sold only in accordance with the registration requirements of the Securities Act or an available exemption therefrom.

(e)            No Brokers. Such Holder has not engaged any broker, finder or other entity acting under the authority of such Holder or any of its affiliates that is entitled to any commission or other fee in connection with the Exchange.

(f)           Holder’s Knowledge and Experience. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) has the requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of the Exchange and acquiring the New Notes and Tower Warrants and, in connection therewith, such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) acknowledges that (i) the Company makes no representation regarding the value of the Old Notes, the New Notes or the Tower Warrants, and (ii) such Holder has independently, and without reliance upon the Company or its representatives, made its own analysis and decision to enter into the Exchange and exchange the Old Notes for the New Notes and Tower Warrants.

(g)           Investor Status. Such Holder is (i) a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act, (ii) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) not a “U.S. person” as defined in Regulation S under the Securities Act, as applicable, in each case as reflected by the insertion of “144A”, “IAI” or “Regulation S” with respect to such Holder in the “CUSIP” line on Schedule B.  If “Regu lation S” is reflected on the CUSIP line with respect to any Holder, such Holder represents and warrants that it is not committing to purchase securities for the account of any U.S. Person (as defined in Regulation S under the Securities Act) and that the New Notes, the Tower Warrants and the Tower Warrant Shares have not been offered to such Holder in the United States of America.

(h)           No Public Sale or Distribution. Such Holder is acquiring the New Notes and Tower Warrants for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempt from registration under the Securities Act. Such Holder is acquiring the New Notes and Tower Warrants hereunder in the ordinary course of its business. Such Holder does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of such securities or the Tower Warrant Shares.

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(i)           Reliance on Exemptions. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) understands that the New Notes and Tower Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, including Section 3(a)(9) and/or 4(2) of the Securities Act, and that the Company is relying in part upon the truth and accuracy of, and such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of such Holder to acquire the Securities.

(j)           Information. Such Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and Tower and materials relating to the transactions contemplated hereby which have been requested by such Holder. Such Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company and Tower. Neither such inquiries nor any other due diligence investigations conducted by such Holder or its advisors, if any, or its representatives shall modify, amend or affect such Holder’s right to rely on the Company’s and Tower’s representations a nd warranties contained herein. Such Holder understands that its investment in the New Notes and Tower Warrants involves a high degree of risk. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of such securities.

(k)           No Governmental Review. Such Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the New Notes and Tower Warrants or the fairness or suitability of the investment in the such securities nor have such authorities passed upon or endorsed the merits of the offering of such securities.

(l)           Validity; Enforcement. This Agreement, the Company Registration Rights Agreement and the Tower Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Holder and shall constitute the legal, valid and binding obligations of such Holder enforceable against such Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity) or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enfo rcement of applicable creditors’ rights and remedies and insofar as indemnification and contribution provisions may be limited by applicable law.

(m)           Residency. Such Holder is a resident of that jurisdiction specified on the Schedule of Holders. 

(n)           No Transactions in Company Securities. Other than with respect to the transactions contemplated herein, during the period commencing with the time that such Holder was first contacted by the Company regarding the Exchange contemplated by this Agreement through such time as the transactions contemplated by this Agreement are first publicly announced, neither such Holder nor any affiliate of such Holder which had knowledge of the transactions contemplated hereby, has engaged, directly or indirectly, in any trading transaction in the securities of the Company or involving the Company’s securities in violation of applicable securities la ws.

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(o)           Affiliate Status. Such Holder represents and warrants that such Holder is not an “affiliate” of the Company or Tower within the meaning of Rule 144 under the Securities Act nor has such Holder been an affiliate of the Company during the past 90 days.

(p)            Evaluation. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) has evaluated the Exchange in light of such Holder’s financial situation and such Holder has relied on such Holder’s own investment, tax and other advisors in reaching a decision to enter into the Exchange.  Neither the Company, the Guarantors, Tower or any of their respective representatives have made any representation to such Holder regarding the tax treatment of the Exchange on such Holder, and such Holder has independently, and without reliance on the Company, the Guarantors, Tower or their respective representa tives, reached its own conclusion regarding such tax treatment (it being understood that the parties have agreed to certain tax matters set forth in the Letter Agreement).

7. Conditions to the Company’s and Tower’s Obligations. The obligations of the Company and Tower at the Closing are subject to the satisfaction of each of the following conditions, provided that these conditions are for the sole benefit of the Company and may be waived by the Company at any time in its sole discretion by providing the Participating Holders and Zazove with prior written notice thereof:

(a)           Execution of the Agreement. The Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have executed this Agreement and delivered the same to the Company and Tower.

(b)           Transfer of the Old Notes. Each Holder shall take such action as is necessary to have duly and validly transferred and delivered the Old Notes owned by the Holder representing the Original Principal Amount for such Holder to the Company or its order in accordance with the terms of Section 2  hereof.

(c)           Minimum Exchange.  An aggregate of at least $70 million principal amount of Old Notes shall be exchanged for New Notes in the Exchange.

(d)           Registration Rights Agreement.  The Company and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Company Registration Rights Agreement.  Tower and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Tower Registration Rights Agreement.

(e)           Representations and Warranties. The representations and warranties of the Participating Holders and Zazove in this Agreement shall be true and correct as of the date when made and as of the Closing Date as though made at that time.

(f)           No Prohibition. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

(g)           Necessary Filings. Except as contemplated by Section 11(i), the Company and Tower, as the case may be, shall have made all filings under all applicable federal and state securities laws, Israeli securities laws and rules of Nasdaq necessary to consummate the issuance of the New Notes and the Tower Warrants pursuant to this Agreement in compliance with such laws and requirements and shall have obtained all authorizations, approvals and acceptances necessary to consummate the transactions contemplated hereby and such authorizations, approvals and acceptances shall be effective as of the Closing Date.

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8. Conditions to the Holder’s Obligations. The respective obligations of each Holder and Zazove at the Closing are subject to the satisfaction of each of the following conditions, provided that these conditions are for the sole benefit of each Holder and may be waived by such Holder (solely as to itself) (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) at any time in its sole discretion by providing the Company and Tower with prior written notice thereof:

(a)           Execution of the Agreement, New Indenture and Warrant Agreement. The Company, the Guarantors and Tower shall have executed this Agreement and delivered the same to each Holder.  The Company, the Guarantors and the New Indenture Trustee shall have executed and delivered the New Indenture and the New Notes.  Tower and the Warrant Agent shall have executed and delivered the Warrant Agreement and the Tower Warrants.

(b)           Delivery of the New Notes and Tower Warrants. The Company shall have caused the New Notes and Tower Warrants to be delivered to each Holder against delivery by such Holder of the Holder’s Old Notes in accordance with the terms of Section 2 hereof.

(c)            Minimum Exchange.  An aggregate of at least $70 million principal amount of Old Notes shall be exchanged for New Notes in the Exchange.

(d)            Registration Rights Agreements.  The Company and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Company Registration Rights Agreement. Tower and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Tower Registration Rights Agreement.

(e)            CUSIP.  The Company and Tower shall have obtained appropriate Committee on Uniform Securities Identification Procedures numbers (CUSIP numbers) for the New Notes and Tower Warrants.

(f)           Representations and Warranties. The representations and warranties of each the Company, the Guarantors and Tower in this Agreement shall be true and correct as of the date when made and as of the Closing Date as though made at that time.  The statements of the Company, Tower and the Guarantors and their respective officers made in any certificate delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(g)            No Prohibition. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

(h)           No Material Adverse Effect.  No event or condition constituting a Company Material Adverse Effect or a Tower Material Adverse Effect shall have occurred or exist.

(i)           Company Officer’s Certificate.  Each Holder and Zazove shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s and the Guarantor’s financial matters and is satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) (i) confirming that such officer has carefully reviewed the Company Disclosure Materials and, to the knowledge of such officer, the representations and warranties in Section 4(h) and 4(i) are true and correct, (ii) confirming that the other representations and warrantie s of the Company and the Guarantors in this Agreement are true and correct and that the Company and the Guarantors have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied by it on or prior to the Closing Date and (iii) to the effect set forth in paragraphs (g) and (i) above.

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(j)           Tower Officer’s Certificate.   Each Holder and Zazove shall have received on and as of the Closing Date a certificate of an executive officer of Tower who has specific knowledge of Tower’s financial matters and is satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) (i) confirming that such officer has carefully reviewed the Tower Disclosure Materials and, to the knowledge of such officer, the representations and warranties in Section 5(h) and 5(i) are true and correct, (ii) confirming that the other representations and warranties of Tower in this Agreement are tru e and correct and that Tower has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied by it on or prior to the Closing Date and (iii) to the effect set forth in paragraphs (g) and (i) above.

(k)           Secretary’s Certificates.  Each Holder and Zazove shall have received on and as of the closing date a certificate of the secretary or assistant secretary of each of Tower, the Company and each Guarantor certifying (i) a copy of the resolutions of the board of directors or members, as applicable, evidencing approval of the Transaction Documents to which it is a party and the consummation of the transaction contemplated therein and the other matters contemplated thereby, (ii) a copy of the certificate of incorporation, certificate of formation or other comparable charter document of such Person, (iii) copies of all documents evidencing other necessary corporation or other action or governmental or third party approvals, if any, with respect to the transactions contemplated by this Agreement and (iv) the names, titles and signatures of the officers of such Person authorized to sign the Transaction Documents and the documents or certificates to be delivered in connection therewith, together with the true signatures of each such officer.

(l)           Opinions.  Each Holder and Zazove shall have received on and as of the Closing Date an opinion of Eilenberg & Krause LLP, special counsel for the Company and special U.S. counsel for Tower in form and substance satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) to the effect set forth on Exhibit F hereto.  Each Holder and Zazove shall have received on and as of the Closing Date an opinion of Yigal Arnon & Co., Israeli counsel for Tower, in form and substance satisfactory to such Holder (or in the c ase of the Zazove Accounts, Zazove on behalf of such Holders) to the effect set forth on Exhibit G hereto.  Each Holder and Zazove shall have received on and as of the Closing Date an opinion of Allen Grogan, Chief Legal Officer of the Company, in form and substance satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) to the effect set forth on Exhibit H hereto.

(m)           DTC.  The New Notes and the Tower Warrants shall be eligible for clearance and settlement through DTC on or prior to the Closing Date.

(n)           Good Standing.  Such Holder and Zazove shall have received on and as of the Closing Date satisfactory evidence of the good standing of Tower, the Company and the Guarantors in their respective jurisdictions of formation and their good standing in such other jurisdictions as such Holder or Zazove may reasonably request, in each case in writing dated within 15 days of the Closing Date from the appropriate governmental authorities of such jurisdictions.

(o)           Trading.  From the date hereof to the Closing Date, (i) trading in the Tower Common Stock shall not have been suspended by the Commission or Tower’s principal Trading Market and (ii) trading in securities generally shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by Bloomberg Financial Markets, nor shall a banking moratorium have been declared by either the United States of America or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) makes it impracticable or inadvisable to exchange Old Notes for the New Notes or the Tower Warrants at Closing.

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(p)           Wachovia Consent.  The Company shall have obtained consent to the transactions contemplated hereby under the Second Amended and Restated Loan and Security Agreement, dated as of September 19, 2008, by and among Jazz Semiconductor, Inc. and Newport Fab, LLC, as borrowers, the Company, as guarantor, the lenders from time to time party thereto, Wachovia Capital Markets, LLC, as lead arranger, bookrunner and syndication agent, and Wachovia Capital Finance Corporation (Western), as agent, which consent shall be in form and substance satisfactory to such Holder.

(q)           Listing of Tower Warrant Shares.  The Tower Common Stock shall be listed on the Nasdaq Global Market and shall not have been suspended from trading on the Nasdaq Global Market.  Tower shall have submitted to Nasdaq a listing application for the Tower Warrant Shares.

(r)           Exchange Note Cash Payment.  Such Holder shall have received the Exchange Note Cash Payment payable to it.

(s)           Necessary Filings.  Except as contemplated by Section 11(i), the Company and Tower, as the case may be, shall have made all filings under all applicable federal and state securities laws, Israeli securities laws and rules of Nasdaq necessary to consummate the issuance of the New Notes and the Tower Warrants pursuant to this Agreement in compliance with such laws and requirements and shall have obtained all authorizations, approvals and acceptances necessary to consummate the transactions contemplated hereby and such authorizations, approvals and acceptances shall be effective as of the Closing Date.  Without limiting th e foregoing, Tower shall have obtained the consent of, and made all necessary filings with, the Tel Aviv Stock Exchange for the issuance of the Tower Warrants and Tower Warrant Shares.

(t)           Registration Rights Waiver.  Tower shall have obtained the waiver of Israel Corporation Ltd. of any rights it may have to include securities of Tower in any registration statement that may be filed by Tower under the Tower Registration Rights Agreement.

(u)           Additional Documents.  Tower, the Company and the Guarantors shall have furnished to such Holder such further certificates and documents as such Holder may reasonably request.

9. Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, except as otherwise agreed in writing, including as agreed in the Letter of Intent.

10. Reserved.

11. Certain Covenants.

(a)           Company Information.  While the New Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company and each Guarantor will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to the holders of the New Notes and prospective purchasers of the New Notes designated by such holder, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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(b)           Tower Information.  While the Tower Warrants or the Tower Warrant Shares remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Tower will, during any period in which Tower is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to the holders of the Tower Warrants or the Tower Warrant Shares and prospective purchasers of the Tower Warrants or the Tower Warrant Shares designated by such holder, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)           No Resales.  Until the earlier of the one year anniversary of the Closing Date and the completion of the exchange offer contemplated by the Company Registration Rights Agreement, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the New Notes that may have been acquired by any of them, except for sales of the New Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act.  Until the one year anniversary of the Closing Date, Tower will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell an y of the Tower Warrants or Tower Warrant Shares that may have been acquired by any of them, except for sales of the Tower Warrants or Tower Warrant Shares purchased by Tower or any of its affiliates and resold in a transaction registered under the Securities Act.

(d)           No Integration.  Neither the Company, nor Tower nor any of their respective affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act), that is or will be integrated with the sale of the New Notes or the Tower Warrants in a manner that would require registration of the New Notes or the Tower Warrants under the Securities Act.

(e)           No General Solicitation.  None of the Company, Tower or any of their respective affiliates or any other person acting on its or their behalf will solicit offers for, or offer to sell, the New Notes or the Tower Warrants by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

(f)           No Stabilization.  Neither the Company, nor any Guarantor nor Tower will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the prices of the New Notes or the Tower Warrants.

(g)           Securities Law Disclosures.  Tower and the Company shall as soon as practicable, and in any event no later than 9:00 a.m. on the trading day immediately following the date hereof, issue a Current Report on Form 8-K or 6-K, as applicable, reasonably acceptable to the Participating Holders disclosing the material terms of the transactions contemplated hereby.  Tower, the Company and the Participating Holders shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby.  From and after the filing of such Current Report on Form 8-K or 6-K, as applicable, no Holder shall be in possession of any material, nonpublic information r eceived from Tower, the Company or any of their respective Subsidiaries or any of their respective officers, directors, employees or agents.

(h)           Shareholder Rights Plan.   No claim will be made or enforced by Tower or, with the consent of Tower, any other Person that any Holder is an “acquiring person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by Tower, or that any Holder could be deemed to trigger the provisions of any such plan or arrangement by virtue of receiving the Tower Warrants or the Tower Warrant Shares under the Transaction Documents.

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(i)           Required Approvals.  Tower shall obtain as soon as possible after Closing the consent and approval of the Israel Land Administration, the Israel Office of the Chief Scientist and the Israel Investment Center with respect to the issuance of the Tower Warrants and Tower Warrant Shares.

12. Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be (a) transmitted by hand delivery, (b) mailed by first class, registered or certified mail, postage prepaid, (c) transmitted by overnight courier, or (d) transmitted by facsimile, and in each case,

if to the Company or the Guarantors, to:

Jazz Technologies, Inc.

4321 Jamboree Road

Newport Beach, California 92660

Attention: Allen Grogan, Senior Vice President and Chief Legal Officer

Facsimile: (949) 315-3811

if to Tower to:

Tower Semiconductor Ltd.

Ramat Gavriel Industrial Park

Hamada Avenue

Migdal Haemek, Israel 23105

Attention:  Tziona Shriky, Vice Chief Financial Officer

Facsimile: 972-4-654-6510

in each case with a copy to (which shall not constitute notice):

Eilenberg & Krause  LLP

11 East 44th Street

New York, New York

Attention: Sheldon Krause, Esq.

Facsimile: (212) 986-2399

if to the Holder, to the address of the Holder set forth on the Schedule of Holders:

Notices mailed or transmitted in accordance with the foregoing shall be deemed to have been given upon receipt by the addressee.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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14. Appointment of Agent for Service of Process.  Tower hereby designates and appoints the Company, having an address at 4321 Jamboree Road, Newport Beach, California 92660, as its authorized agent upon which service of process may be served in any legal suit, action or proceeding arising out of or relating to this Agreement or any other Transaction Document, and further:

(a)           agrees that service of process upon such agent, and written notice of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing;

(b)           agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner;

(c)           designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process);

   (d)           agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the Tower Warrants remain outstanding, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment;

(e)           agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the warrant agent party to the Tower Warrant Agreement; and

(f)           agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction.

If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan.  This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiver.

15. Termination.  This Agreement may be terminated by any Holder as to such Holder’s obligations only hereunder, and without any effect whatsoever on the obligations between the Company, the Guarantors, Tower and the other Participating Holders, by written notice to the other parties hereto if the Closing has not been consummated on or before July 30, 2010.  This Agreement may be terminated by the Company, the Guarantors and Tower by written notice to the Participating Holders if the Closing has not been consummated on or before July 30, 2010.

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16. Acknowledgment Regarding the Holder’s Acquisition of Securities.  Each of the Company and Tower acknowledges and agrees that each Holder (or in the case of the Zazove Accounts, Zazove) is acting solely in the capacity of an arm’s length investor with respect to the Transaction Documents and the transactions contemplated thereby.  Each of the Company and Tower further acknowledges that no Holder is (or in the case of the Zazove Accounts, Zazove is not) acting as a financial advisor or fiduciary (or similar capacity) of the Company or Tower with respect to the Transaction Documents and the transactions contemplated thereby and no advice was given by any Holder to the Company or Tower in connection with the Transaction Documents or t he transactions contemplated thereby.  Each of the Company and Tower further represents to each Holder (or in the case of the Zazove Accounts, Zazove) that the decision of each of the Company and Tower to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby Tower, the Company and their representatives.

17. Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the Exchange and supersedes the parties’ prior agreements, understandings, negotiations and discussions, whether oral or written, on such matters (other than paragraph 3 of the Letter of Intent), and this Agreement shall not be amended, changed, supplemented, waived or otherwise modified or terminated except by instrument in writing signed by each of the parties hereto.

18. Amendments; Waivers.  Except as expressly set forth herein, no provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment by the Company, the Guarantors, Tower and the Participating Holders holding Old Notes representing at least 66% of the Original Principal Amount of all Participating Holders or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or om ission of any party to exercise any right hereunder in any manner impair the exercise of such right.

19. Independent Nature of Participating Holders’ Obligations and Rights.  The obligations of each Holder under this Agreement are several and not joint or joint and several with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance or non-performance of the obligations of any other Holder under this Agreement.  Nothing contained in this Agreement or any other Transaction Document, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Participating Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Participating Holders are in any way acting in concert or as a group with respect to suc h obligations or the transactions contemplated by the Transaction Documents.  Each Holder shall be entitled to independently protect and enforce its rights, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

    20. Obligations Limited. A copy of the Agreement and Declaration of Trust of each of Putnam Convertible Income-Growth Trust, Putnam High Yield Trust, Putnam High Yield Advantage Fund, Putnam High Income Securities Fund, Putnam Variable Trust, Putman Asset Allocation Funds and Putnam Funds Trust (each, a "Trust") is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each such Trust as Trustees and not individually and that the obligations of or arising out of thi s instrument are not binding on any of the Trustees, officers or shareholders individually, but are binding only upon the trust property of the Trust. Furthermore, notice is given that the trust property of each series of Putnam Variable Trust, Putnam Asset Allocation Funds and Putnam Funds Trust is separate and distinct and that the obligations of each such Trust under or arising out of this Agreement with respect to the series on behalf of which such Trust has executed this Agreement are separate and several and not joint or joint and several.

32

21. Miscellaneous. The representations, warranties, covenants and agreements contained in this Agreement shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby and shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto. This Agreement is intended to bind and inure to the benefit of the signatories to this Agreement and their respective successors, permitted assigns, heirs, executors, administrators and representatives. None of the Company, the Guarantors or Tower may assign any rights or obligations under this Agreement without the prior written consent of each Participating Holder.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or as an attachment to an electronic mail message in PDF or similar format shall be as effective as delivery of a manually executed counterpart. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. This Agreement shall be solely for the benefit of the signatories to this Agreement, and no other person or entity shall be a third-party beneficiary hereof. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude an y other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[Remainder of Page Intentionally Left Blank] 

33

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf as of the date first written above.

JAZZ TECHNOLOGIES, INC.
By:		/s/ SUSANNA BENNETT		/s/ RAFI MOR
Name:			Susanna Bennett	Rafi Mor
Title:			Chief Financial Officer	Principal Executive Officer
TOWER SEMICONDUCTOR LTD.
By:	/s/ ITZHAK EDREI			/s/ OREN SHIRAZI	/s/ RUSSELL ELLWANGER
Name:			Itzhak Edrei, Ph.D.	Oren Shirazi, C.P.A.	Russell Ellwanger
Title:			Executive VP Business Units & Product Development	Vice President and Chief Financial Officer	Chief Executive Officer

NEWPORT FAB, LLC

By: /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

JAZZ SEMICONDUCTOR, INC.

By: /s/ SUSANNA BENNETT	/s/ RAFI MOR
Name:  Susanna Bennett	Rafi Mor
Title:    Chief Financial Officer	General Manager

[Signature page to Exchange Agreement]

QUATTRO FUND, LTD.

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:  Director

QUATTRO DISTRESSED OPPORTUNITIES FUND, LP

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:  Principal

[Signature page to Exchange Agreement]

ELEVATOR DIVISION RETIREMENT BENEFIT PLAN

HY-VEE EMPLOYEES' TRUST

IOWA JUDICIAL RETIREMENT SYSTEM

MEIJER

PAINTING INDUSTRY ANNUITY FUND

PRINCIPAL FUNDS, INC. - BOND & MORTGAGE SECURITIES FUND

PRINCIPAL GLOBAL INVESTORS FUND – HIGH YIELD FUND

PRINCIPAL GLOBAL INVESTORS TRUST - HIGH YIELD FIXED INCOME FUND

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA BOND & MORTGAGE SEPARATE ACCOUNT)

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA ULTRA LONG SEPARATE ACCOUNT)

PRINCIPAL VARIABLE CONTRACT FUNDS, INC. BALANCED

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. - BOND & MORTGAGE SECURITIES ACCOUNT

By: Principal Global Investors, LLC,

a Delaware limited liability company,

its authorized signatory

By: /s/ COLIN PENNYCOOKE

Name:  Colin Pennycooke

Title:    Counsel

By: /s/ JAMES C. FIFIELD

Name:  James C. Fifield

Title:    Assistant General Counsel

PRINCIPAL FUNDS, INC. – HIGH YIELD FUND

By: /s/ MARK DENKINGER

Name:  Mark Denkinger

Title:    Portfolio Manager

[Signature page to Exchange Agreement]

Putnam Convertible Income-Growth Trust

Putnam High Yield Trust

Putnam High Yield Advantage Fund

Putnam High Income Securities Fund

Putnam Variable Trust, on behalf of its series:

Putnam VT High Yield Fund

Putnam VT Global Asset Allocation Fund

Putnam Asset Allocation Funds, on behalf of its series:

Putnam Asset Allocation: Growth Portfolio

Putnam Asset Allocation: Balanced Portfolio

Putnam Asset Allocation: Conservative Portfolio

Seasons Series Trust (Sun America) -Asset Allocation: Diversified Growth Portfolio

Putnam Funds Trust, on behalf of its series:

Putnam Income Strategies Fund

Putnam Investment Holdings, LLC - PPAM SMA High Yield Convertible Managed Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Conservative Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Growth Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Balanced Portfolio

By: Putnam Investment Management, LLC, as investment manager

By:  /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

Putnam High Yield Fixed Income Fund, LLC

Putnam World Trust - Putnam Global High Yield Bond Fund

Marsh & McLennan Companies, Inc. U.S. Retirement Plan - High Yield

LGT Multi Manager Bond High Yield (USD)

LGT Capital Invest (SC3) Limited - U.S. High Yield Convertible

Interpolis Pensioenen Global High Yield Pool

Stichting Pensioenfonds voor Fysiotherapeuten

By: The Putnam Advisory Company, LLC, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature page to Exchange Agreement]

Putnam Retirement Advantage GAA Balanced Portfolio

Putnam Retirement Advantage GAA Conservative Portfolio

Putnam Retirement Advantage GAA Growth Portfolio

Putnam Retirement Advantage GAA Income Strategies Portfolio

By: Putnam Fiduciary Trust Company, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature page to Exchange Agreement]

ROCKVIEW TRADING LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Trading Ltd.

ROCKVIEW SHORT ALPHA FD LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Short Alpha FD Ltd.

[Signature page to Exchange Agreement]

SPM OPPORTUNITY MASTER FUND, L.P.

By: /s/ WARD J. MCGRAW

Name:  Ward J. McGraw

Title:     CFO

[Signature page to Exchange Agreement]

TENNENBAUM MULTI-STRATEGY MASTER FUND

By:  Tennenbaum Capital Partners, LLC

Its:  Investment Advisor

By: /s/ HUGH STEVEN WILSON

Name:  Hugh Steven Wilson

Title:    Managing Partner

[Signature page to Exchange Agreement]

ZAZOVE ASSOCIATES, LLC

By: /s/ STEVEN M. KLEIMAN

Name:  Steven M. Kleiman

Title:  Chief Operating Officer

[Signature page to Exchange Agreement]

SCHEDULE A

GUARANTORS

Newport Fab, LLC, a Delaware limited liability company

Jazz Semiconductor, Inc., a Delaware corporation

SCHEDULE B

DTC INSTRUCTIONS

Name of Holder	DTC Direction
Century National Insurance Company	Existing Notes Principal Amount:  $2,420,000 New Notes Principal Amount:  $2,843,000 Warrants:  767,745 CUSIP: 144A DTC Participant: Union Bank of California DTC #2145 For Credit to Account #:  240002130-04 Contact:  Denise Wong 415-705-7326 Denise.Wong@unionbank.com
Elevator Division Retirement Benefit Plan	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 CUSIP:  144A DTC Participant: Amalgamated Bank DTC #2352 For Credit to Account #: 1000236.2 Contact: Peter Ng 212-895-4951 ext.4904 peter.ng@amalgamatedbank.com
Hy-Vee Employees’ Trust	Existing Notes Principal Amount:  $35,000 New Notes Principal Amount:  $41,000 Warrants:  11,104 CUSIP:  144A DTC Participant: Northern Trust DTC #2669 For Credit to Account #: 26-11177 Contact: Kelly Amouzou 312-630-6423 ka43@ntrs.com
Interpolis Pensioenen Global High Yield Pool	Existing Notes Principal Amount:  $430,000 New Notes Principal Amount:  $505,000 Warrants:  136,418 CUSIP:  Regulation S DTC Participant:  BNY Mellon DTC #954 For Credit to Account #:  TTWFZ002002 Contact:  Alexander Boatman 315-414-3681 alexander.boatman@bnymellon.com

Iowa Judicial Retirement System	Existing Notes Principal Amount:  $10,000 New Notes Principal Amount:  $11,000 CUSIP:  144A DTC Participant: Mellon Trust DTC #954 For Credit to Account #: JR7F3000002 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
LGT Multi Manager Bond High Yield (USD)	Existing Notes Principal Amount:  $135,000 New Notes Principal Amount:  $158,000 Warrants:  42,829 CUSIP:  Regulation S DTC Participant:  UBS DTC #010 For Credit to Account #:  8050049 Contact:  Andreas Fuchs 011-41-44-405-97-81
LGT Capital Invest (SC3) Limited – U.S. High Yield Convertible	Existing Notes Principal Amount:  $893,000 New Notes Principal Amount:  $1,049,000 Warrants:  283,305 CUSIP:  Regulation S DTC Participant:  UBS DTC #010 For Credit to Account #:  4945317 Contact:  Nicholas Koelliker 011-44-44-236-94-31 Nicolas.koelliker@ubs.com
Lockheed Martin Corporation Master Retirement Trust	Existing Notes Principal Amount:  $1,870,000 New Notes Principal Amount:  $2,197,000 Warrants:  593,258 CUSIP:  144A DTC Participant:  The Northern Trust Company DTC # 2669 For Credit to Account #:  LMT43 Contact:  Ryan Payne 312-557-7739 rsp4@ntrs.com
Marsh & McLennan Companies, Inc. U.S. Retirement Plan – High Yield	Existing Notes Principal Amount:  $170,000 New Notes Principal Amount:  $199,000 Warrants:  53,933 CUSIP:  144A DTC Participant:  The Northern Trust Company DTC #2669 For Credit to Account #: 1705435 Contact: Bernard Laureus 312-557-3148 BL34@ntrs.com

Meijer	Existing Notes Principal Amount:  $30,000 New Notes Principal Amount:  $35,000 Warrants:  9,518 CUSIP:  144A DTC Participant:  Wells Fargo DTC #2027 For Credit to Account #: 5800422 Contact: Cecile B. Johnson 704-427-1755 cecile.johnson@wellsfargo.com
National Railroad Retirement Investment Trust	Existing Notes Principal Amount:  $6,000,000 New Notes Principal Amount:  $7,050,000 Warrants:  1,903,500 CUSIP:  144A DTC Participant:  The Northern Trust Company DTC #2669 For Credit to Account #:  RRT29 Contact:  Ryan Payne 312-557-7739 rsp4@ntrs.com
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Conservative Portfolio	Existing Notes Principal Amount:  $36,000 New Notes Principal Amount:  $42,000 Warrants:  11,421 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #: 38VI Contact: John Sontag 617-985-9242 jsontag@statestreet.com
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Growth Portfolio	Existing Notes Principal Amount:  $92,000 New Notes Principal Amount:  $108,000 Warrants:  29,187 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38VJ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Balanced Portfolio	Existing Notes Principal Amount:  $109,000 New Notes Principal Amount:  $128,000 Warrants:  34,581 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38VL Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Painting Industry Annuity Fund	Existing Notes Principal Amount:  $25,000 New Notes Principal Amount:  $29,000 CUSIP:  144A DTC Participant: Wells Fargo DTC #2027 For Credit to Account #: 9546001262 Contact: Cecile B. Johnson 704-427-1755 cecile.johnson@wellsfargo.com
Principal Funds, Inc. – Bond & Mortgage Securities Fund	Existing Notes Principal Amount:  $1,090,000 New Notes Principal Amount:  $1,280,000 Warrants:  345,803 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 394373 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Principal Funds, Inc. – High Yield Fund	Existing Notes Principal Amount:  $11,205,000 New Notes Principal Amount:  $13,165,000 Warrants:  3,554,787 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 394959 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Principal Global Investors Fund – High Yield Fund	Existing Notes Principal Amount:  $55,000 New Notes Principal Amount:  $64,000 Warrants:  17,449 CUSIP:  144A DTC Participant: Citibank DTC #908 For Credit to Account #: 852070 Contact: Myra 813-604-1145 [email]
Principal Global Investors Trust – High Yield Fixed Income Fund	Existing Notes Principal Amount:  $75,000 New Notes Principal Amount:  $88,000 Warrants:  23,794 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 394967 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com

Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Bond & Mortgage Separate Account)	Existing Notes Principal Amount:  $2,310,000 New Notes Principal Amount:  $2,714,000 Warrants:  732,848 CUSIP:  144A DTC Participant:  Citibank DTC #908 For Credit to Account #: 847169 Contact: Valerie 813-604-1964 [email]
Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Ultra Long Separate Account)	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 Warrants:  1,587 CUSIP:  144A DTC Participant: Citibank DTC #908 For Credit to Account #: 851579 Contact: Valerie 813-604-1964 [email]
Principal Variable Contract Funds, Inc. Balanced	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 Warrants:  1,587 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 294321 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Principal Variable Contracts Funds, Inc. – Bond & Mortgage Securities Account	Existing Notes Principal Amount:  $150,000 New Notes Principal Amount:  $176,000 Warrants:  47,588 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 294315 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Putnam Convertible Income-Growth Trust	Existing Notes Principal Amount:  $3,422,000 New Notes Principal Amount:  $4,020,000 Warrants:  1,085,630 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38QG Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam High Yield Trust	Existing Notes Principal Amount:  $2,120,000 New Notes Principal Amount:  $2,491,000 Warrants:  672,570 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38PD Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam High Yield Advantage Fund	Existing Notes Principal Amount:  $842,000 New Notes Principal Amount:  $989,000 Warrants:  267,125 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MI Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam High Income Securities Fund	Existing Notes Principal Amount:  $532,000 New Notes Principal Amount:  $625,000 Warrants:  168,777 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MJ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Variable Trust – Putnam VT High Yield Fund	Existing Notes Principal Amount:  $607,000 New Notes Principal Amount:  $173,000 Warrants:  192,571 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MN Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Variable Trust – Putnam VT Global Asset Allocation Fund	Existing Notes Principal Amount:  $25,000 New Notes Principal Amount:  $29,000 Warrants:  7,932 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MO Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam Asset Allocation: Growth Portfolio	Existing Notes Principal Amount:  $155,000 New Notes Principal Amount:  $182,000 Warrants:  49,174 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MX Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Asset Allocation: Balanced Portfolio	Existing Notes Principal Amount:  $160,000 New Notes Principal Amount:  $188,000 Warrants:  50,760 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MY Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Asset Allocation: Conservative Portfolio	Existing Notes Principal Amount:  $110,000 New Notes Principal Amount:  $129,000 Warrants:  34,898 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MZ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Income Strategies Fund	Existing Notes Principal Amount:  $20,000 New Notes Principal Amount:  $23,000 Warrants:  6,345 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38PL Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam Investment Holdings, LLC – PPAM SMA High Yield Convertible Managed Portfolio	Existing Notes Principal Amount:  $4,000 New Notes Principal Amount: $4,000 Warrants:  1,269 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38NZ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam High Yield Fixed Income Fund, LLC	Existing Notes Principal Amount:  $11,000 New Notes Principal Amount:  $12,000 Warrants:  3,490 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38S4 Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam World Trust – Putnam Global High Yield Bond Fund	Existing Notes Principal Amount:  $485,000 New Notes Principal Amount:  $569,000 Warrants:  153,867 CUSIP: Regulation S DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  PWTI Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Retirement Advantage GAA Balanced Portfolio	Existing Notes Principal Amount:  $15,000 New Notes Principal Amount:  $17,000 Warrants:  4,759 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UE Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam Retirement Advantage GAA Conservative Portfolio	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 Warrants:  1,587 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UF Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Retirement Advantage GAA Growth Portfolio	Existing Notes Principal Amount:  $15,000 New Notes Principal Amount:  $17,000 Warrants:  4,759 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UD Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Retirement Advantage GAA Income Strategies Portfolio	Existing Notes Principal Amount:  $50,000 New Notes Principal Amount:  $58,000 Warrants:  15,863 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UG Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Quattro Fund, Ltd.	Existing Notes Principal Amount:  $1,224,000 New Notes Principal Amount:  $1,438,000 Warrants:  388,314 CUSIP: 144A DTC Participant:  Goldman Sachs DTC #  005 For Credit to Account #:  002222123 Contact:  Cory Davis 212-357-6915 cory.davis@gs.com
Quattro Distressed Opportunities Fund, L.P.	Existing Notes Principal Amount:  $276,000 New Notes Principal Amount:  $324,000 Warrants:  87,561 CUSIP: 144A DTC Participant:  Goldman Sachs DTC #  005 For Credit to Account #:  002033165 Contact:  Cory Davis 212-357-6915 cory.davis@gs.com

Qwest Occupational Health Trust	Existing Notes Principal Amount:  $450,000 New Notes Principal Amount:  $528,000 Warrants:  142,763 CUSIP:  144A DTC Participant:  BNY Mellon DTC # 954 For Credit to Account #: USVF70110002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
Qwest Pension Trust	Existing Notes Principal Amount:  $1,950,000 New Notes Principal Amount:  $2,291,000 Warrants:  618,638 CUSIP:  144A DTC Participant:  BNY Mellon DTC # 954 For Credit to Account #: USWF3530002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
RockView Short Alpha Fund Ltd.	Existing Notes Principal Amount:  $750,000 New Notes Principal Amount:  $881,000 Warrants:  237,938 CUSIP: 144A DTC Participant:  JPMorgan Chase DTC #0352 For Credit to Account #: 10236192 Contact:  Harbani Rana 212-272-4774 harabani.rana@jpmorgan.com
RockView Trading Ltd.	Existing Notes Principal Amount:  $3,225,000 New Notes Principal Amount:  $3,789,000 Warrants:  1,023,132 CUSIP:  144A DTC Participant:  JPMorgan Chase DTC #0352 For Credit to Account #:  10231112 Contact:  Harbani Rana 212-272-4774 harbani.rana@jomorgan.com

RockView Trading Ltd.	Existing Notes Principal Amount:  $3,750,000 New Notes Principal Amount:  $4,406,000 Warrants:  1,189,688 CUSIP: 144A DTC Participant: Goldman Sachs DTC #0005 For Credit to Account #: 002220317 Contact:  Brendan Cavanaugh 212-357-7186 brendan.cavanaugh@gs.com
Seasons Series Trust (Sun America) – Asset Allocation: Diversified Growth Portfolio	Existing Notes Principal Amount:  $20,000 New Notes Principal Amount:  $23,000 Warrants:  6,345 CUSIP:  144A DTC Participant: DTC #997 For Credit to Account #:  JUQA Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
SPM Opportunity Master Fund, L.P.	Existing Notes Principal Amount:  $5,800,000 New Notes Principal Amount:  $6,815,000 Warrants:  1,840,050 CUSIP:  144A DTC Participant: Citigroup Global Markets, Inc. DTC #0418 For Credit to Account #: 522-931D6-2-9 Contact: Oladokun Ajaiyeoba 212-723-4319 oladokun.ajaiyeoba@citi.com
San Diego County Employees Retirement Association	Existing Notes Principal Amount:  $2,060,000 New Notes Principal Amount:  $2,420,000 Warrants:  653,535 CUSIP:  144A DTC Participant:  BNY Mellon DTC #954 For Credit to Account #: SDOF30030802 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
Stichting Pensioenfonds voor Fysiotherapeuten	Existing Notes Principal Amount:  $120,000 New Notes Principal Amount:  $141,000 Warrants:  38,070 CUSIP:  Regulation S DTC Participant:  BNY Mellon DTC #954 For Credit to Account #:  TTZFZ003002 Contact:  Alexander Boatman 315-414-3681 alexander.boatman@bnymellon.com

Tennenbaum Multi-Strategy Master Fund	Existing Notes Principal Amount:  $2,990,000 New Notes Principal Amount:  $3,523,000 Warrants:  951,433 CUSIP:  144A DTC Participant:  BNP Paribas DTC #2154 For Credit to Account #: 31301068 Contact: Kenneth Mak 415-772-1519 kenneth.mak@us.bnpparibas.com
Virginia Retirement System	Existing Notes Principal Amount:  $9,961,000 New Notes Principal Amount:  $11,704,000 Warrants:  3,160,128 CUSIP:  144A DTC Participant:  BNY Mellon DTC # 954 For Credit to Account #: VRSF46420002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
The Washington University	Existing Notes Principal Amount:  $2,780,000 New Notes Principal Amount:  $3,266,000 Warrants:  881,955 CUSIP:  144A DTC Participant:   BNY Mellon DTC # 954 For Credit to Account #: WUSF10180002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
Zazove Aggressive Growth Fund, L.P.	Existing Notes Principal Amount:  $4,330,000 New Notes Principal Amount:  $5,087,000 Warrants:  1,373,693 CUSIP:  IAI DTC Participant:  Citigroup DTC # 418 For Credit to Account #: 522-9075R Contact:  Doreen Pappas 212-723-4270 Doreen.pappas@citi.com
Zazove High Yield Convertible Securities Fund, L.P.	Existing Notes Principal Amount:  $4,215,000 New Notes Principal Amount:  $4,952,000 Warrants:  1,337,209 CUSIP:  IAI DTC Participant: Citigroup DTC # 418 For Credit to Account #: 522-9075R Contact:  Doreen Pappas 212-723-4270 Doreen.pappas@citi.com

EXHIBIT A

Schedule of Holders

(1) Name and Address of Holder	(2) Original Principal Amount of Old Notes	(3) Exchange Principal Amount of New Notes/ Exchange Note Cash Payment	(4) Tower Warrant Shares
Century National Insurance Company(1) Jurisdiction of Residency:  California CUSIP No. of Old Notes exchanged: 47214EAA0	$2,420,000	$2,843,000 $500	767,745
Elevator Division Retirement Benefit Plan(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$5,000	$5,000 $875	0
Hy-Vee Employees’ Trust(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$35,000	$41,000 $125	11,104
Interpolis Pensioenen Global High Yield Pool(2) Jurisdiction of Residency: The Netherlands CUSIP No. of Old Notes exchanged:  47214EAA0	$430,000	$505,000 $250	136,418
Iowa Judicial Retirement System(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$10,000	$11,000 $750	0
LGT Multi Manager Bond High Yield (USD)(2) Jurisdiction of Residency: Liechtenstein CUSIP No. of Old Notes exchanged:  47214EAA0	$135,000	$158,000 $625	42,829
LGT Capital Invest (SC3) Limited – U.S. High Yield Convertible(2) Jurisdiction of Residency: Liechtenstein CUSIP No. of Old Notes exchanged:  47214EAA0 - $400,000; 00489AAA5 - $493,000	$893,000	$1,049,000 $275	283,305
Lockheed Martin Corporation Master Retirement Trust(1) Jurisdiction of Residency:  Maryland CUSIP No. of Old Notes exchanged: 47214EAA0	$1,870,000	$2,197,000 $250	593,258

Marsh & McLennan Companies, Inc. U.S. Retirement Plan – High Yield(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0 - $60,000;  00489AAA5 - $110,000	$170,000	$199,000 $750	53,933
Meijer(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$30,000	$35,000 $250	9,518
National Railroad Retirement Investment Trust(1) Jurisdiction of Residency:  Established pursuant to Section 105 of the Railroad Retirement and Survivor’s Improvement Act of 2001 CUSIP No. of Old Notes exchanged:  47214EAA0	$6,000,000	$7,050,000	1,903,500
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Conservative Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$36,000	$42,000 $300	11,421
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$92,000	$108,000 $100	29,187
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Balanced Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$109,000	$128,000 $75	34,581
Painting Industry Annuity Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$25,000	$29,000 $375	0
Principal Funds, Inc. – Bond & Mortgage Securities Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$1,090,000	$1,280,000 $750	345,803
Principal Funds, Inc. – High Yield Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$11,205,000	$13,165,000 $875	3,554,787

Principal Global Investors Fund – High Yield Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$55,000	$64,000 $625	17,449
Principal Global Investors Trust – High Yield Fixed Income Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$75,000	$88,000 $125	23,794
Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Bond & Mortgage Separate Account)(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$2,310,000	$2,714,000 $250	732,848
Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Ultra Long Separate Account)(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$5,000	$5,000 $875	1,587
Principal Variable Contract Funds, Inc. Balanced(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$5,000	$5,000 $875	1,587
Principal Variable Contracts Funds, Inc. – Bond & Mortgage Securities Account(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$150,000	$176,000 $250	47,588
Putnam Convertible Income-Growth Trust(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$3,422,000	$4,020,000 $850	1,085,630
Putnam High Yield Trust(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$2,120,000	$2,491,000	672,570
Putnam High Yield Advantage Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0 - $20,000; 00489AAA5 - $822,000	$842,000	$989,000 $350	267,125
Putnam High Income Securities Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$532,000	$625,000 $100	168,777

Putnam Variable Trust – Putnam VT High Yield Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$607,000	$713,000 $225	192,571
Putnam Variable Trust – Putnam VT Global Asset Allocation Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$25,000	$29,000 $375	7,932
Putnam Asset Allocation:  Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$155,000	$182,000 $125	49,174
Putnam Asset Allocation:  Balanced Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$160,000	$188,000	50,760
Putnam Asset Allocation:  Conservative Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$110,000	$129,000 $250	34,898
Putnam Income Strategies Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$20,000	$23,000 $500	6,345
Putnam Investment Holdings, LLC – PPAM SMA High Yield Convertible Managed Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$4,000	$4,000 $700	1,269
Putnam High Yield Fixed Income Fund, LLC(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0 - $5,000; 00489AAA5 - $6,000	$11,000	$12,000 $925	3,490
Putnam World Trust – Putnam Global High Yield Bond Fund(2) Jurisdiction of Residency: Ireland CUSIP No. of Old Notes exchanged:  47214EAA0	$485,000	$569,000 $875	153,867

Putnam Retirement Advantage GAA Balanced Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$15,000	$17,000 $625	4,759
Putnam Retirement Advantage GAA Conservative Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$5,000	$5,000 $875	1,587
Putnam Retirement Advantage GAA Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$15,000	$17,000 $625	4,759
Putnam Retirement Advantage GAA Income Strategies Portfolio(2) Jurisdiction of Residency:  United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$50,000	$58,000 $750	15,863
Quattro Fund, Ltd. Notice Address: c/o Quattro Global Capital, LLC 546 Fifth Avenue, 19th Floor New York, NY  10036 Attn:  Sherri Andrews Phone:  (212) 201-8760 Fax:  (212)  201-8777 Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged: 00489AAA5	$1,224,000	$1,438,000 $200	388,314
Quattro Distressed Opportunities Fund, L.P. Notice Address: c/o Quattro Global Capital, LLC 546 Fifth Avenue, 19th Floor New York, NY  10036 Attn:  Sherri Andrews Phone:  (212) 201-8760 Fax:  (212)  201-8777 Jurisdiction of Residency:  United States of America CUSIP No. of Old Notes exchanged: 47214EAA0	$276,000	$324,000 $300	87,561
Qwest Occupational Health Trust(1) Jurisdiction of Residency:  Plan sponsor is in Delaware with principal executive offices in Colorado CUSIP No. of Old Notes exchanged:  47214EAA0	$450,000	$528,000 $750	142,763

Qwest Pension Trust(1) Jurisdiction of Residency:  Plan sponsor is in Delaware with principal executive offices in Colorado CUSIP No. of Old Notes exchanged:  47214EAA0	$1,950,000	$2,291,000 $250	618,638
RockView Short Alpha Fund Ltd. Notice Address: RockView Capital Metro Center One Station Place, 7th Floor Stamford, CT  06902 Attn:  Alan Bluestine Jurisdiction of Residency: Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$750,000	$881,000 $250	237,938
RockView Trading Ltd. Notice Address: RockView Capital Metro Center One Station Place, 7th Floor Stamford, CT  06902 Attn:  Alan Bluestine Jurisdiction of Residency: Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$6,975,000	$8,195,000 $625	2,212,820
Seasons Series Trust (Sun America) – Asset Allocation:  Diversified Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$20,000	$23,000 $500	6,345
SPM Opportunity Master Fund, L.P. Notice Address: SPM Opportunity Master Fund, L.P. c/o  Ward McGraw Chief Financial Officer 2187 Atlantic Street, 4th Floor Stamford, CT 06902 P: (203) 351-2877   Fax: (203) 351-2879 Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged: 47214EAA0	$5,800,000	$6,815,000	1,840,050
San Diego County Employees Retirement Association(1) Jurisdiction of Residency:  California CUSIP No. of Old Notes exchanged:  47214EAA0	$2,060,000	$2,420,000 $500	653,535

Stichting Pensioenfonds voor Fysiotherapeuten(2) Jurisdiction of Residency: The Netherlands CUSIP No. of Old Notes exchanged:  47214EAA0	$120,000	$141,000	38,070
Tennenbaum Multi-Strategy Master Fund Notice Address: Tennenbaum Capital Partners LLC 2951 28th Street, Suite 1000 Santa Monica, CA  90405 Attn:  Sumit Sablok Fax:  (310) 899-4994 Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged: 47214EAA0	$2,999,000	$3,523,000 $825	951,433
Virginia Retirement System(1) Jurisdiction of Residency:  Virginia CUSIP No. of Old Notes exchanged:  47214EAA0	$9,961,000	$11,704,000 $175	3,160,128
The Washington University(1) Jurisdiction of Residency:  Missouri CUSIP No. of Old Notes exchanged:  47214EAA0	$2,780,000	$3,266,000 $500	881,955
Zazove Aggressive Growth Fund, L.P.(1) Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$4,330,000	$5,087,000 $750	1,373,693
Zazove High Yield Convertible Securities Fund, L.P.(1) Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$4,215,000	$4,952,000 $625	1,337,209
Total	$79,643,000	$93,556,000 $24,525	25,254,070

(1)Indicates Zazove Associates, LLC is acting as investment advisor with respect to such Holder.

Notice Address:

Zazove Associates, LLC

1033 Skokie Blvd., Suite 310

Northbrook, IL  60062

Attn:  Steven M. Kleiman

Fax:  847.239.7101

Email:  skleiman@zazove.com

(2)Notice Address:

c/o Putnam Investments

One Post Office Square

Boston, MA  02106

Attn:  General Counsel

Fax:  (617) 760-1625

(3)Notice Address:

Credit and Financials: Eddie Vonnahme, CFA Principal Global Investors, LLC 801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-362-2018 Fax: 515-362-2326 vonnahme.eddie@principal.com	Credit and Financials: Mark Denkinger Principal Global Investors, LLC  801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-248-8016 Fax: 515-362-2326 Denkinger.Mark@principal.com
Administrative: Luke Walker Principal Global Investors, LLC 801 Grand Avenue     Des Moines, Iowa 50392-0960 Phone: 515-235-1340 FAX :  1-866-508-8946 dlgaminvacctbankloan@exchange.principal.com	Legal: Sally D. Sorensen, Paralegal Analyst Principal Life Insurance Company 711 High Street, G-34 Des Moines, Iowa 50392-0301 Phone:  (515) 247-6986 Fax:           (866) 496-6527 sorensen.sally.d@principal.com

EXHIBIT B

Form of Indenture

EXHIBIT C

Form of Warrant Agreement

EXHIBIT D

Form of Company Registration Rights Agreement

EXHIBIT E

Form of Tower Registration Rights Agreement

EXHIBIT F

Form of Opinion of Eilenberg & Krause LLP

EXHIBIT G

Form of Opinion of Yigal Arnon & Co.

EXHIBIT H

Form of Opinion of Chief Legal Officer of Jazz Technologies, Inc.

EX-31.1 6 exhibit_31-1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION

I, Rafi Mor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2010

/s/ Rafi Mor

Rafi Mor

_____

(Principal Executive Officer)

EX-31.2 7 exhibit_31-2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION

I, Susanna H. Bennett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2010

	/s/ SUSANNA H. BENNETT
	Susanna H. Bennett
Chief Financial Officer
(Principal Financial and Accounting Officer)

-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.16

Exhibit 4.16

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of July 15, 2010 (as amended, modified or otherwise supplemented from time to time, the “Agreement”), is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and the Holders (as defined below).

The Company, the Guarantors, Tower Semiconductor Ltd., a company formed under the laws of Israel and holder of all of the issued and outstanding capital stock of the Company (“Tower”), Zazove Associates, LLC and the Holders are parties to the Exchange Agreement dated July 9, 2010 (as amended, modified or otherwise supplemented from time to time, the “Exchange Agreement”), which provides for the issuance by the Company to the Holders of $93,556,000 aggregate principal amount of the Company’s 8% Senior Notes due 2015 (the “Securities”), which will be guaranteed on an unsecured senior basis by the Guarantors, and the issuance of wa rrants to purchase ordinary shares of Tower in exchange for $79,643,000 aggregate principal amount of 8% Senior Convertible Notes due 2011 issued by the Company.  As an inducement to the Holders to enter into the Exchange Agreement, the Company and the Guarantors have agreed to provide to the Holders the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the closing under the Exchange Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.           Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Guarantor” shall mean any subsidiary of the Company that executes a Subsidiary Guarantee under the Indenture after the date of this Agreement.

“Additional Interest” shall mean the interest payable under Section 2(d).

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Agreement” shall have the meaning set forth in the preamble.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the Guarantor under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for the Securities pursuant to the Exchange Offer.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

“Guarantor” shall mean each Guarantor party to the Indenture and shall also include any Guarantor’s successors and any Additional Guarantors.

“Holders” shall mean each of the holders listed on Schedule 1 hereto, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities, dated as of July 15, 2010, among the Company, the Guarantors and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to con summation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

2

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) subject to Section 2(g), when such Securities are eligible to be sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act and either (x) the holding period contemplated by Rule 144(i) has passed or (y) such Securities are not required to bear, and do not bear, any restrictive legends required by Rule 144, or (iii) when such Securit ies cease to be outstanding.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation:  (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supp lements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Holders) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Und erwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble.

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“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

“Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Guarantor under the Indenture.

“Staff” shall mean the staff of the SEC.

“Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

 2.             Registration Under the Securities Act.

(a)           To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable efforts to (i) cause to be filed as soon as practicable after the date hereof an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers.  The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their comme rcially reasonable efforts to complete the Exchange Offer not later than 60 days after such effective date.

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The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)         that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii)        the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

(iii)       that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv)       that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

(v)        that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date (which shall be 21st Business Day after the Business Day the Company commences the Exchange Offer), by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with t he applicable procedures of the depositary for the Registrable Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

(i)            accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)           deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

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The Company and the Guarantors shall use their commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

(b)           In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by January 10, 2011 or (iii) upon receipt of a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially rea sonable efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective.

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer.

The Company and the Guarantors agree to use their commercially reasonable efforts to keep a Shelf Registration Statement continuously effective until all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”).  The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relat ing to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.  The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment  promptly after its being used or filed with the SEC.

(c)           The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d)           An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

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In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, does not become effective on or prior to January 10, 2011 (the “Target Registration Date”), the per annum interest rate on the Registrable Securities will be increased by 1.00% until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act.  In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does not become effective by the later of (x) January 10, 2011 or (y) 90 days after the delivery of su ch Shelf Request (such later date, the “Shelf Additional Interest Date”), then the per annum interest rate on the Registrable Securities will be increased by 1.00% until the Shelf Registration Statement becomes effective or the Securities become freely tradable under the Securities Act.

If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the per annum interest rate on the Registrable Securities will be increased by 1.00% commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable.

(e)           Without limiting the remedies available to the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.

(f)            The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.

(g)           Notwithstanding anything to the contrary herein, the Company and the Guarantors will not be required to file a Registration Statement or effect the Exchange Offer, and the Securities will cease to be Registrable Securities, if prior to the date the Company and the Guarantors are otherwise required to file a Registration Statement pursuant to this Section 2, the Company provides an opinion of counsel and an officers’ certificate to the Trustee to the effect that the restricted legend on the Securities may be removed and the Company and the Trustee in fact effect such removal.

3.              Registration Procedures.

(a)           In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:

(i)             prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

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(ii)           prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii)          in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connecti on with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;

(iv)          use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(v)           notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment or supplement to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that ma kes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate;

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(vi)          use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;

(vii)         in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one manually-executed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(viii)        in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

(ix)          in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use their commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission;

(x)           a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Holders of Registrable Securities and their counsel and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Holders of Registrable Securities or their counsel available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, u se or file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Holders of Registrable Securities and their counsel shall not have previously been advised and furnished a copy or to which the Holders of Registrable Securities or their counsel shall object;

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(xi)          obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

(xii)          cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiii)         in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the C ompany and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter and such Inspector, Holder or Underwriter shall use commercially reasonable efforts to provide notice, to the extent permitted by law, to the Company of any potential disclosure by such Inspector, Holder or Underwriter of information under this Section 3(a)(xiii) which is identified as confidential or proprietary pursuant to this clause to permit the Co mpany to obtain a protective order;

(xiv)        in the case of a Shelf Registration, use their commercially reasonable efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

(xv)         if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing;

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(xvi)        in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwri tten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings of debt securities similar to the Registrable Securities, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwr iter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings of debt securities similar to the Registrable Securities, including but not limited to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings of debt securities similar to the Registrable Securities, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

(xvii)       so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Holders no later than five Business Days following the execution thereof.

    (b)     In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing.

    (c)      In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies t hen in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

    (d)     If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspens ion and there shall not be more than two suspensions in effect during any 365-day period.

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     (e)       The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering.

      4.        Participation of Broker-Dealers in Exchange Offer.

     (a)       The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

     The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

      (b)      In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above.  The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) d uring such period in connection with the resales contemplated by this Section 4.

      (c)      No Holder shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above.

      5.         Indemnification and Contribution.

      (a)      The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder and their respective affiliates, directors and officers and each Person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a mat erial fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Holder furnished to the Company in writing through such selling Holder expres sly for use therein.  In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

12

      (b)      Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, any Guarantor, and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Shelf Registration Statement and any Prospectus; provided, however, that the obligations of a Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of Registrable Securities sold in connection with such registration.

      (c)      If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has be en materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisd iction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (y) in all other cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemni­fied Person in accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

13

      (d)      If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

      (e)      The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Not withstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

14

(f)           The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g)           The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or any Guarantor, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6.             General.

(a)           No Inconsistent Agreements.  The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b)           Amendments and Waivers.   The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of R egistrable Securities unless consented to in writing by such Holder.  Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Holders listed on Schedule I hereto, the address set forth in the Exchange Agreement; (ii) if to the Company or any Guarantor, initially at the Company’s address set forth in the Exchange Agreement and thereafter at such other address, notice of which is given in accorda nce with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Exchange Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).  All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

15

(d)           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Exchange Agreement or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreem ent, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

(e)           Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f)           Headings.  The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(g)           Governing Law.  This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

(h)           Entire Agreement; Severability.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.  If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  The Company, the Guarantors and the Holders shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which becomes as close as possible to that of the invalid, void or unenforceable provisions.

(i)           Independent Nature of Holders’ Obligations and Rights.  The obligations of each Holder under this Agreement are several and not joint or joint and several with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance or non-performance of the obligations of any other Holder under this Agreement.  Nothing contained in this Agreement, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transac tions contemplated by the Agreement.  Each Holder shall be entitled to independently protect and enforce its rights, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(j)           Obligations Limited. A copy of the Agreement and Declaration of Trust of each of Putnam Convertible Income-Growth Trust, Putnam High Yield Trust, Putnam High Yield Advantage Fund, Putnam High Income Securities Fund, Putnam Variable Trust, Putnam Asset Allocation Funds, and Putnam Funds Trust (each, a “Trust”) is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Trust as Trustees and not individually and that the obligations of or arising out of this instrument are not binding on any of the Trustees, officers or shareholders individually, b ut are binding only upon the trust property of each Trust. Furthermore, notice is given that the trust property of each series of Putnam Variable Trust, Putnam Asset Allocation Funds, and Putnam Funds Trust is separate and distinct and that the obligations of each such Trust under or arising out of this Agreement with respect to the series on behalf of which such Trust has executed this Agreement are separate and not joint or joint and several.

[Signature page follows]

16

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

                                                                                                                                             & #160;                  JAZZ TECHNOLOGIES, INC.

By: /s/  SUSANNA BENNETT Name:  Susanna Bennett Title:    Chief Financial Officer

By: /s/ RAFI MOR Name:  Rafi Mor Title:    Principal Executive Officer

                                                                NEWPORT FAB, LLC

By: /s/  SUSANNA BENNETT Name:  Susanna Bennett Title:    Chief Financial Officer

                                                                JAZZ SEMICONDUCTOR, INC.

By: /s/  SUSANNA BENNETT Name:  Susanna Bennett Title:    Chief Financial Officer

By: /s/ RAFI MOR Name:  Rafi Mor Title:    Principal Executive Officer

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

QUATTRO FUND, LTD.

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:    Director

QUATTRO DISTRESSED OPPORTUNITIES FUND, LP

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:    Principal

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

ELEVATOR DIVISION RETIREMENT BENEFIT PLAN

HY-VEE EMPLOYEES' TRUST

IOWA JUDICIAL RETIREMENT SYSTEM

MEIJER

PAINTING INDUSTRY ANNUITY FUND

PRINCIPAL FUNDS, INC. - BOND & MORTGAGE SECURITIES FUND

PRINCIPAL GLOBAL INVESTORS FUND – HIGH YIELD FUND

PRINCIPAL GLOBAL INVESTORS TRUST - HIGH YIELD FIXED INCOME FUND

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA BOND & MORTGAGE SEPARATE ACCOUNT)

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA ULTRA LONG SEPARATE ACCOUNT)

PRINCIPAL VARIABLE CONTRACT FUNDS, INC. BALANCED

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. - BOND & MORTGAGE SECURITIES ACCOUNT

By: Principal Global Investors, LLC,

a Delaware limited liability company,

its authorized signatory

By: /s/ COLIN PENNYCOOKE

Name:  Colin Pennycooke

Title:    Counsel

By: /s/ JAMES C. FIFIELD

Name:   James C. Fifield

Title:    Assistant General Counsel

PRINCIPAL FUNDS, INC. – HIGH YIELD FUND

By: /s/ MARK DENKINGER

Name:  Mark Denkinger

Title:    Portfolio Manager

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

Putnam Convertible Income-Growth Trust

Putnam High Yield Trust

Putnam High Yield Advantage Fund

Putnam High Income Securities Fund

Putnam Variable Trust, on behalf of its series:

Putnam VT High Yield Fund

Putnam VT Global Asset Allocation Fund

Putnam Asset Allocation Funds, on behalf of its series:

Putnam Asset Allocation: Growth Portfolio

Putnam Asset Allocation: Balanced Portfolio

Putnam Asset Allocation: Conservative Portfolio

Seasons Series Trust (Sun America) -Asset Allocation: Diversified Growth Portfolio

Putnam Funds Trust, on behalf of its series:

Putnam Income Strategies Fund

Putnam Investment Holdings, LLC - PPAM SMA High Yield Convertible Managed Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Conservative Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Growth Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Balanced Portfolio

By: Putnam Investment Management, LLC, as investment manager

By:  /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

Putnam High Yield Fixed Income Fund, LLC

Putnam World Trust - Putnam Global High Yield Bond Fund

Marsh & McLennan Companies, Inc. U.S. Retirement Plan - High Yield

LGT Multi Manager Bond High Yield (USD)

LGT Capital Invest (SC3) Limited - U.S. High Yield Convertible

Interpolis Pensioenen Global High Yield Pool

Stichting Pensioenfonds voor Fysiotherapeuten

By: The Putnam Advisory Company, LLC, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature Page to Registration Rights Agreement – Jazz]

Putnam Retirement Advantage GAA Balanced Portfolio

Putnam Retirement Advantage GAA Conservative Portfolio

Putnam Retirement Advantage GAA Growth Portfolio

Putnam Retirement Advantage GAA Income Strategies Portfolio

By: Putnam Fiduciary Trust Company, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

ROCKVIEW TRADING LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Trading Ltd.

ROCKVIEW SHORT ALPHA FD LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Short Alpha FD Ltd.

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

By: /s/ WARD J. MCGRAW

Name:  Ward J. McGraw

Title:     CFO

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

TENNENBAUM MULTI-STRATEGY MASTER FUND

By:  Tennenbaum Capital Partners, LLC

Its:  Investment Advisor

By: /s/ HUGH STEVEN WILSON

Name:  Hugh Steven Wilson

Title:    Managing Partner

[Signature Page to Registration Rights Agreement – Jazz]

Confirmed and accepted as of the date first above written:

ZAZOVE ASSOCIATES, LLC

By: /s/ STEVEN M. KLEIMAN

Name:  Steven M. Kleiman

Title:  Chief Operating Officer

[Signature Page to Registration Rights Agreement – Jazz]

Schedule 1

Holders

Name and Address of Holder

Century National Insurance Company*

Elevator Division Retirement Benefit Plan**

Hy-Vee Employees’ Trust**

Interpolis Pensioenen Global High Yield Pool***

Iowa Judicial Retirement System**

LGT Multi Manager Bond High Yield (USD)***

LGT Capital Invest (SC3) Limited – U.S. High Yield Convertible***

Lockheed Martin Corporation Master Retirement Trust*

Marsh & McLennan Companies, Inc. U.S. Retirement Plan – High Yield***

Meijer**

National Railroad Retirement Investment Trust*

Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Conservative Portfolio***

Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Growth Portfolio***

Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Balanced Portfolio***

Painting Industry Annuity Fund**

Principal Funds, Inc. - Bond & Mortgage Securities Fund**

Principal Global Investors Fund – High Yield Fund**

Principal Global Investors Trust – High Yield Fixed Income Fund**

Principal Life Insurance Company On Behalf Of One or More Separate Accounts (Principal Life Insurance Company, DBA Bond & Mortgage Separate Account)**

Principal Life Insurance Company On Behalf Of One or More Separate Accounts (Principal Life Insurance Company, DBA Ultra Long Separate Account)**

Principal Variable Contract Funds, Inc. Balanced**

- 1 -

Principal Variable Contracts Funds, Inc. - Bond & Mortgage Securities Account**

Putnam Convertible Income-Growth Trust***

Putnam High Yield Trust***

Putnam High Yield Advantage Fund***

Putnam High Income Securities Fund***

Putnam Variable Trust – Putnam VT High Yield Fund***

Putnam Variable Trust – Putnam VT Global Asset Allocation Fund***

Putnam Asset Allocation Funds – Growth Portfolio***

Putnam Asset Allocation Funds – Balanced Portfolio***

Putnam Asset Allocation Funds – Conservative Portfolio***

Putnam Income Strategies Fund***

Putnam Investment Holdings, LLC – PPAM SMA High Yield Convertible Managed Portfolio***

Putnam High Yield Fixed Income Fund, LLC***

Putnam World Trust – Putnam Global High Yield Bond Fund***

Putnam Retirement Advantage GAA Balanced Portfolio***

Putnam Retirement Advantage GAA Conservative Portfolio***

Putnam Retirement Advantage GAA Growth Portfolio***

Putnam Retirement Advantage GAA Income Strategies Portfolio***

Quattro Fund, Ltd.

Notice Address:

c/o Quattro Global Capital, LLC

546 Fifth Avenue, 19th Floor

New York, NY  10036

Attn:  Sherri Andrews

Phone:  (212) 201-8760

Fax:  (212)  201-8777

Quattro Distressed Opportunities Fund, L.P.

Notice Address:

c/o Quattro Global Capital, LLC

546 Fifth Avenue, 19th Floor

New York, NY  10036

Attn:  Sherri Andrews

Phone:  (212) 201-8760

Fax:  (212)  201-8777

- 2 -

Qwest Occupational Health Trust*

Qwest Pension Trust*

RockView Short Alpha Fund Ltd.

Notice Address:

RockView Capital

Metro Center

One Station Place, 7th Floor

Stamford, CT  06902

Attn:  Alan Bluestine

RockView Trading Ltd.

Notice Address:

RockView Capital

Metro Center

One Station Place, 7th Floor

Stamford, CT  06902

Attn:  Alan Bluestine

Seasons Series Trust (Sun America) – Asset Allocation:  Diversified Growth Portfolio***

SPM Opportunity Master Fund, L.P.

Notice Address:

SPM Opportunity Master Fund, L.P.

c/o  Ward McGraw

Chief Financial Officer

2187 Atlantic Street, 4th Floor

Stamford, CT 06902

P: (203) 351-2877  

Fax: (203) 351-2879

San Diego County Employees Retirement Association*

Stichting Pensioenfonds voor Fysiotherapeuten***

Tennenbaum Multi-Strategy Master Fund

Notice Address:

Tennenbaum Capital Partners LLC

2951 28th Street, Suite 1000

Santa Monica, CA  90405

Attn:  Sumit Sablok

Fax:  (310) 899-4994

- 3 -

Virginia Retirement System*

The Washington University*

Notice Address:

Zazove Associates, LLC

______________________

_____________________

Attn:  Steven M. Kleiman

Fax:  847.239.7101

Zazove Aggressive Growth Fund, L.P.*

Zazove HighYield Convertible Securities Fund, L.P.*

*Indicates Zazove Associates, LLC is acting as investment advisor with respect to such Holder.

Notice Address:

Zazove Associates, LLC

______________________

_____________________

Attn:  Steven M. Kleiman

Fax:  847.239.7101

**Notice Address:

Credit and Financials: Eddie Vonnahme, CFA Principal Global Investors, LLC 801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-362-2018 Fax: 515-362-2326 vonnahme.eddie@principal.com	Credit and Financials: Mark Denkinger Principal Global Investors, LLC  801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-248-8016 Fax: 515-362-2326 Denkinger.Mark@principal.com
Administrative: Luke Walker Principal Global Investors, LLC 801 Grand Avenue     Des Moines, Iowa 50392-0960 Phone: 515-235-1340 FAX :  1-866-508-8946 dlgaminvacctbankloan@exchange.principal.com	Legal: Sally D. Sorensen, Paralegal Analyst Principal Life Insurance Company 711 High Street, G-34 Des Moines, Iowa 50392-0301 Phone:      (515) 247-6986 Fax:           (866) 496-6527 sorensen.sally.d@principal.com

***Notice Address:

c/o Putnam Investments

One Post Office Square

Boston, MA  02106

Attn:  General Counsel

Fax:  (617) 760-1625

- 4 -

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of July 15, 2010 by and among Jazz Technologies, Inc., a Delaware corporation, the guarantors party thereto and the Holders to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of [], 20__.

[NAME]
By:
	Name
	Title

- 1 -

EX-10.46

Exhibit 10.46

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND

SECURITY AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated asof April 21, 2010, is entered into among Jazz Semiconductor, Inc., a Delaware corporation (“Jazz”) Newport Fab, LLC (d/b/a Jazz Semiconductor Operating Company), a Delaware limited liability company (“Operating Company”, and Operating Company together with Jazz, collectively, the “Borrowers” and each of them individually, a “Borrower”), Jazz Technologies, Inc, formerly known asAcquicor Technology Inc., a Delaware corporation (“Parent Guarantor”), the lenders party to the “Loan Agreement” asdefined below (each individually, a ‘‘Lender” and collectively, “Lenders”), and Wachovia Capital Finance Corporation (Western), a California corporation, in its capacity as agent for the Lenders (in such capacity, “Agent”).

RECITALS

A.           Borrowers, Parent Guarantor, Agent, Lenders, and Wachovia Capital Markets, LLC, in its capacity as lead arranger, bookrunner and syndication agent, have previously entered into that certain Second Amended and Restated Loan and Security Agreement dated as of September 19, 2008, as amended by the First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of March 17, 2009, and as amended by the Second Amendment to Second Amended and Restated Loan and Security Agreement and Waiver dated as of July 16, 2009 (as amended, the “Loan Agreement”), pursuant to which Agent and Lenders have made certain loans and financial accommodations available to Borrowers.  Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

B.           Borrowers and Guarantor have requested that Agent and the Lenders amend the Loan Agreement, which Agent and the Lenders are willing to do pursuant to the terms and conditions set forth herein.

C.           Borrowers and Guarantor are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s or anyLender’s rights or remedies as set forth in the Loan Agreement is being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.           Amendment to Loan Agreement.

(a)           Clauses (m)(C) and (D) of the definition of “Eligible Accounts” contained in Section 1.44 of the Loan Agreement are hereby amended and restated to read in their entirety as follows:

"(C) Skyworks does not constitute more than forty percent (40%) of the aggregate amount of all otherwise Eligible Accounts;"

“(D) RF Micro Devices does not constitute more than forty percent (40%) of the aggregate amount of all otherwise Eligible Accounts;”

(b)           The second sentence of the definition of “Reserves” contained in Section 1.120 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

“Without limiting the generality of the foregoing, Reserves may, at Agent’s option, be established to reflect:  (A) dilution with respect to the Accounts (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of such Borrower for such period) as calculated by Agent for any period is or is reasonably anticipated to be greater than five percent (5%); (B) returns, discounts, claims, credits and allowances of any nature that are not paid pursuant to the reduction of Accounts; (C) amounts past due to owners and lessors of premises where any Collateral is located, other than for those locations where Agent has received a Collateral Access Agreement that Agent has accepted in writing; (D) the Bank Products Reserve; and (E) any other Reserve, including without limitation any Reserve for deferred revenue to the extent reserved by any Borrower on its books and records consistent with its historical practices.”

2.           Effectiveness of this Amendment.  The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

(a)           Amendment.  Agent shall have received this Amendment, fully executed by Borrowers, Guarantor, Agent and Required Lenders in a sufficient number of counterparts for distribution to all parties.

(b)           Representations and Warranties.  The representations and warranties set forth herein and in the Loan Agreement must be true and correct.

(c)           Other Required Documentation.  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.

3.           Representations and Warranties.  Each Borrower and Guarantor each represents and warrants as follows:

(a)           Authority.  Each Borrower and Guarantor have the requisite company power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Financing Agreements (as amended or modified hereby) to which it is a party.  The execution, delivery and performance by each Borrower and Guarantor of this Amendment have been duly approved by all necessary company action and no other company proceedings are necessary to consummate such transactions.

(b)           Enforceability.  This Amendment has been duly executed and delivered by each Borrower and Guarantor.  This Amendment and each Financing Agreement (as amended or modified hereby) are the legal, valid and binding obligation of each Borrower and Guarantor, enforceable against each Borrower and Guarantor in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws limiting creditors’ rights generally or by general equitable principles, and are in full force and effect.

(c)           Representations and Warranties.  The representations and warranties contained in each Financing Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.

(d)           Execution.  The execution, delivery and performance of this Amendment are within the power of each Borrower and Guarantor, have been duly authorized by all necessary company action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on any Borrower or Guarantor.

(e)           No Default.  No event has occurred and is continuing that constitutes an Event of Default.

4.           Choice of Law.  The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the internal laws of the State of California governing contracts only to be performed in that State.

5.           Counterparts.  This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

6.           Reference to and Effect on the Financing Agreements.

(a)           Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Financing Agreements to “the Loan Agreement”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement asmodified and amended hereby.

(b)           Except as specifically amended above, the Loan Agreement and all other Financing Agreements, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)           The execution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under any of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing Agreements.

(d)           To the extent that any terms and conditions in any of the Financing Agreements shall contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended hereby.

7.           Estoppel.  To induce Agent and Lenders to enter into this Amendment and to induce Agent and Lenders to continue to make advances to Borrowers under the Loan Agreement, each Borrower and Guarantor hereby acknowledges and agrees that, after giving effect to this Amendment, as of the date hereof, there exists no Default or Event of Default and no right of offset, defense, counterclaim or objection in favor of any Borrower or Guarantor as against Agent or any Lender withrespect to the Obligations.

8.           Integration.  This Amendment, together with the other Financing Agreements, incorporates all negotiations of the parties hereto with respect to the subject mattes hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

9.           Severability.  In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

JAZZ SEMICONDUCTOR, INC, as a Borrower

By: /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

NEWPORT FAB, LLC, as a Borrower

By: /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

JAZZ TECHNOLOGIES, INC., as a Guarantor

By:  /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), as Agent and a Lender

By: /s/ DENNIS KING

Name:  Dennis King

Title:    Vice President

EX-10.48

Exhibit 10.48

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”), dated as of July 9, 2010, is entered into by and among Jazz Technologies, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule A hereto (each a “Guarantor”), Tower Semiconductor Ltd., company formed under the laws of Israel (“Tower”), Zazove Associates, LLC, a Delaware limited liability company (“Zazove”), and each of the holders listed on the Sc hedule of Holders referred to below (each, a “Holder” and collectively, the “Participating Holders”).

RECITALS

A. In December 2006, the Company issued its 8% Convertible Senior Notes due 2011 in an initial aggregate original principal amount of $166.75 million (such notes collectively, the “Old Notes ”); such Old Notes being in the form of beneficial interests in a global note held by The Depository Trust Company (“DTC”) and governed by an indenture, dated as of December 19, 2006, between the Company and U.S. Bank National Association, as supplemented by a Supplemental Indenture, dated as of April 3, 2007, pursuant to which the Company’s obligations were guaranteed by the guarantors party thereto, and a Second Supplemental Indenture, dated as of September 19, 2008 (such indenture, as the same has been modified or supplemented through the date hereof, the “Old Indenture”).

B. The Old Notes were originally convertible into common stock of the Company. Effective September 19, 2008, a wholly-owned subsidiary of Tower merged with and into the Company, with the Company being the surviving corporation and a wholly-owned subsidiary of Tower.  Pursuant to the terms of the Second Supplemental Indenture, dated as of September 19, 2008, to the Old Indenture entered into in connection with such merger, the Old Notes became convertible for Tower Common Stock (defined below).

C. Through the date hereof, the Company has repurchased $43.42 million in aggregate principal amount of Old Notes, leaving $123.33 million in aggregate principal amount of Old Notes outstanding as of the date hereof.

D. Each Holder is the beneficial owner of Old Notes in the aggregate principal amount set forth opposite such Holder’s name in column (2) of the Schedule of Holders (the “Schedule of Holders”) attached hereto as Exhibit A (the “Original Principal Amount”).

E. The Company and the Participating Holders desire to enter into this Agreement, pursuant to which, among other things, on the Closing Date (as defined below), each Holder shall exchange Old Notes in a principal amount equal to the Original Principal Amount for such Holder for newly-issued (i) 8% senior notes due 2015 issued by the Company (the “New Notes”) and guaranteed (the “Guarantees”), jointly and severally, by the Guarantors in the principal amount set forth in column (3) opposite such Holder’s name on the Schedule of Holders (with respect to each Holder, the “Exchange Principal Amount”) and (ii) Series J warrant s (the “Tower Warrants”) to purchase a number of shares of Tower Common Stock (collectively, the “Tower Warrant Shares”) as is set forth in column (4) opposite such Holder’s name on the Schedule of Holders (with respect to each Holder, the “Exchange Warrant Amount”).  The New Notes will be issued under and governed by an indenture, dated as of the Closing Date, among the Company, the guarantors from time to time party thereto and U.S. Bank National Association, as trustee, in a form substantially similar to that attached hereto as Exhibit B (the “New Indenture”), and the Tower Warrants will be issued under and governed by a warrant agreement, dated as of the Closing Date, between Tower and American Stock Transfer & Trust Company, as warrant agent, in a form substantially similar to that attached hereto as Exhibit C (the “Warrant Agreement”).

F. Pursuant to the terms and conditions of this Agreement, for each $1,000 Original Principal Amount exchanged, a Holder will be entitled to receive (i) $1,175 in principal amount of New Notes and (ii) Tower Warrants to purchase 317.25 shares of Tower Common Stock.

G. An aggregate of at least $70 million Original Principal Amount shall be exchanged for New Notes in the Exchange (defined below).

H. The exchange of Old Notes for New Notes and Tower Warrants by the Participating Holders on the terms set forth in this Agreement (the “Exchange”) is being made pursuant to Sections 3(a)(9) and/or 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated under Section 4(2) thereof and Regulation S promulgated under the Securities Act.

I.  As of the date of this Agreement, Zazove is acting as investment advisor with discretionary authority with regard to certain of the entities listed on the Schedule of Holders that hold $36,036,000 in aggregate principal amount of the Old Notes (the “Zazove Accounts”).  Zazove will take action on behalf of, and make representations and warranties on behalf of, the Zazove Accounts.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Unless the context otherwise requires, the following terms shall have the      following meanings for all purposes of this Agreement:

“Action” has the meaning ascribed to it in Section 4(j).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144 under the Securities Act.  With respect to the Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Holder will be deemed to be an Affiliate of the Holder.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States and any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” has the meaning ascribed to it in Section 3.

“Closing Date” has the meaning ascribed to it in Section 3

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

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“Company” has the meaning set forth in the preamble to this Agreement.

“Company Disclosure Materials” shall have the meaning ascribed to it in Section 4(h).

“Company Material Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document to which the Company or any Guarantor is a party, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s or any Guarantor’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to which it is a party.

“Company Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Closing Date, among the Company and the Participating Holders, in the form of Exhibit D attached hereto.

“Disclosure Schedules” means the Disclosure Schedules of the Company and Tower to this Agreement delivered concurrently herewith.

“DTC” has the meaning set forth in the “Recitals” section.

“Exchange” has the meaning set forth in the “Recitals” section.

“Exchange Principal Amount” has the meaning set forth in the “Recitals” section.

“Exchange Note Cash Payment” has the meaning ascribed to it in Section 2(c).

“Exchange Notes” has the meaning set forth in the New Indenture.

“Exchange Warrant Amount” has the meaning set forth in the “Recitals” section.

 “GAAP” has the meaning ascribed to it in Section 4(h).

“Guarantor” has the meaning set forth in the preamble to this Agreement.

“Holder” has the meaning set forth in the preamble to this Agreement.

“Intellectual Property Rights” has the meaning ascribed to it in Section 4(o).

“Letter Agreement” means the letter agreement, as of the Closing Date, among the Company, the Guarantors, Tower and the Participating Holders.

“Letter of Intent” means the Letter of Intent, dated June 8, 2010, among the Company, Tower and Zazove.

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Permits” has the meaning ascribed to it in Section 4(m).

“New Indenture” has the meaning set forth in the “Recitals” section.

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“New Notes” has the meaning set forth in the “Recitals” section.

“Old Indenture” has the meaning set forth in the “Recitals” section.

“Old Notes” has the meaning set forth in the “Recitals” section.

           “Original Principal Amount” has the meaning set forth in the “Recitals” section.

“Participating Holders” has the meaning set forth in the preamble to this Agreement.

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Registration Statement” means a registration statement meeting the requirements set forth in the Company Registration Rights Agreement or the Tower Registration Rights Agreement, as applicable.

“Required Approvals” shall have the meaning ascribed to such term in Section 4(e).

“Schedule of Holders” has the meaning set forth in the “Recitals” section.

“Securities” means the New Notes, the Tower Warrants and the Tower Warrant Shares.

“Securities Act” has the meaning set forth in the “Recitals” section.

“Subsidiary” means, with respect to the Company or Tower, any subsidiary of such company as set forth on Schedule 4(a) for the Company or Schedule 5(a) for Tower.

“Tower” has the meaning set forth in the preamble to this Agreement.

“Tower Action” has the meaning ascribed to it in Section 5(j).

“Tower Common Stock” means the ordinary shares of Tower, par value NIS 1.00 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Tower Common Stock Equivalents” means any securities of Tower or its Subsidiaries which would entitle the holder thereof to acquire at any time Tower Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Tower Common Stock.

“Tower Disclosure Materials” has the meaning ascribed to it in Section 5(h).

“Tower Intellectual Property Rights” has the meaning set forth in Section 5(o).

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“Tower Material Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document to which Tower is a party, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of Tower and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on Tower’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to which it is a party.

“Tower Material Permits” has the meaning ascribed to it in Section 5(m).

“Tower Required Approvals” has the meaning ascribed to it in Section 5(e).

“Tower Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Closing Date, among the Company and the Participating Holders, in the form of Exhibit E attached hereto.

“Tower SEC Reports” has the meaning ascribed to it in Section 5(h).

“Tower Warrants” has the meaning set forth in the “Recitals” section.

“Tower Warrant Shares” has the meaning set forth in the “Recitals” section.

“Trading Market” means the following markets or exchanges on which the Tower Common Stock is listed or quoted for trading on the date in question:  the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.

“Transaction Documents” means this Agreement, the New Notes, the New Indenture, the Guarantees, the Warrants, the Warrant Agreement, the Company Registration Rights Agreement, the Tower Registration Rights Agreement, the Letter Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Warrant Agreement” has the meaning set forth in the “Recitals” section.

“Zazove” has the meaning set forth in the preamble to this Agreement.

2. The Exchange.

(a) Exchange of Old Notes for New Notes and Tower Warrants. Subject to the satisfaction of the conditions set forth in Section 7 and Section 8 hereof, at the Closing (i) each Holder (or in the case of the Zazove Accounts, Zazove on behalf of each such Holder) agrees, severally and not jointly, to take such action as is necessary to transfer and deliver to the Company by electronic delivery via Deposit/Withdrawal at Custodian the Old Notes of such Holder in the Original Principal Amount for such Holder, (ii) the Company shall issue and deliver to each Holder New Notes in the Exchange Principal Amount for such Holder plus cash in immediately available funds for any amount that would not be an integral multiple of $1,000 as set forth opposite such Holder’s name i n column (3) of the Schedule of Holders (the “Exchange Note Cash Payment”) and (iii) Tower shall issue and deliver to each Holder Tower Warrants in the Exchange Warrant Amount for such Holder (which Exchange Warrant Amount reflects rounding up to the next whole share any warrants to purchase any fractional shares to which the Holder would otherwise be entitled). The Company and Tower shall deliver the New Notes and Tower Warrants, as applicable, by causing DTC to credit such securities to the account of each Holder’s DTC participant as set forth in a direction substantially in the form of Schedule B hereto, or such other DTC account as a Holder (or in the case of the Zazove Accounts, Zazove) may direct in writing sufficiently in advance of the Closing Date against delivery by such Holder of Old Notes in the Original Principal Amount for such Holder.  Notwithsta nding anything to the contrary in this Agreement, each of Elevator Division Retirement Benefit Plan, Iowa Judicial Retirement System and Painting Industry Annuity Fund have determined to, and agree that they will, exchange their Old Notes for New Notes and the Exchange Note Cash Payment only and are foregoing any right to receive any Tower Warrants in the Exchange.

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(b) Registration of New Notes and Tower Warrants. The New Notes will be evidenced by one or more global note certificates and the Tower Warrants will be evidenced by one or more global warrant certificates, in each case in definitive form, registered in the name of Cede &Co., as nominee of DTC, and bearing such legends as shall be required by the New Indenture or Warrant Agreement, as the case may be.

(c) Accrued and Unpaid Interest on Old Notes.  In lieu of paying accrued and unpaid interest on the Old Notes from the last date through which interest was paid to, but excluding, the Closing Date, interest on the New Notes shall accrue from the last date through which interest was paid.  Each Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) acknowledges that upon receipt of such Holder’s Exchange Principal Amount and Exchange Warrant Amount, together with the Exchange Note Cash Payment payable to such Holder, the Company’s obligations to pay such Holder principal and interest on the Old Notes so exchanged by such Holder shall be satisfied.

3. Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur at 10:00 a.m. (New York City local time), or at such other time as the parties agree upon, on July 14, 2010 or, if the conditions to Closing set forth in Section 7 and Section 8  hereof (other than conditions that by their terms can only be satisfied on the Closing Date) have not been satisfied or waived by such date, then on the second Business Day after the last of such conditions to Closing has been satisfied or waived by the party entitled to waive the same or on any such other date as to which the parties mutually agree in writing (the “Closing Date”).

4. Representations and Warranties of the Company and the Guarantors. Except as set forth under the corresponding section of the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and to qualify such corresponding representation or warranty otherwise made herein to the extent of such disclosure, the Company and the Guarantors, jointly and severally, hereby make the representations and warranties set forth below to each Holder and to Zazove:

(a)           Subsidiaries.  All of the direct and indirect ownership of any capital stock, or other equity interests owned or held by subsidiaries of the Company are set forth on Schedule 4(a).  Except as set forth on Schedule 4(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each of its Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each of its Subsidiary are validly issued and are fully paid, non-a ssessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b)           Organization and Qualification.  The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  No proceeding has been instituted for the dissolution of the Company or any of its Subsidiaries.  Neither the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Company Material Adverse Effect, and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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(c)           Authorization; Enforcement.  The Company and each Guarantor has the requisite corporate or other power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery by the Company and each Guarantor of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company or such Guarantor and no further action is required by the Company or any Guarantor or its respective board of directors (or similar governing body) or its stockholders or members in connection therewith.  Each Transaction Document to which the Company or any Guarantor is a party has been (or upon delivery will have been) duly executed by the Company and such Guarantor and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company and such Guarantor enforceable against the Company and such Guarantor in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.  On the Cl osing Date, the Exchange Notes (including the related Guarantees) shall have been duly authorized by the Company and each of the Guarantors, as applicable, and, when duly executed, authenticated, issued and delivered as contemplated by the Company Registration Rights Agreement and in accordance with the provisions of the New Indenture, will be duly and validly issued and outstanding and will constitute valid and binding obligations of the Company and such Guarantor enforceable against the Company and such Guarantor in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)           No Conflicts.  The execution, delivery and performance by the Company and each Guarantor of the Transaction Documents to which it is a party, the issuance and sale of the New Notes (including the related Guarantees) and the consummation by the Company and the Guarantors of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or any of its Subsidiaries’ debt or otherwise) or other understanding to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any of its Subsidiaries is subject (including U.S. federal and state securities laws and regulations), or by which any property or asset of the Company or any of its Subsidiaries is bound or aff ected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Company Material Adverse Effect.

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(e)           Filings, Consents and Approvals.  Other than as set forth on Schedule 4(e), neither the Company nor any Guarantor is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company and each Guarantor of the Transaction Documents to which it is a party, other than (i) filings required pursuant to Section 7(g) of this Agreement, (ii) the fi ling with the Commission of the Registration Statement, (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws, and (iv) those made or obtained prior to Closing (collectively, the “Required Approvals”).

(f)           Issuance of the New Notes.  The New Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

(g)           Capitalization.  The capitalization (including convertible debentures) of the Company as of one (1) Business Day prior to the date hereof is as set forth on Schedule 4(g).  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or ex ercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the New Notes will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Participating Holders) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all U.S. federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further corporate appr oval or authorization of any stockholder, the Board of Directors of the Company or any Guarantor or others is required for the issuance and sale of the New Notes and the related Guarantees.  Except as disclosed on Schedule 4(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h)           SEC Reports; Financial Statements.  The Company’s reports, schedules, forms, statements and other documents filed by it under the Securities Act or the Exchange Act for the three years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, “Company SEC Reports”; together with the Company Disclosure Schedules, the “Company Disclosure Materials”), when filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), complied in a ll material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Company SEC Reports, when filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the Company SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing).  Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States applied on a consist ent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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(i)           Material Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements of the Company included in a report filed on Form 10-K and except as specifically disclosed in the Company Disclosure Materials, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Company Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) the Company has not alter ed its method of accounting, and (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock.  The Company does not have pending before the Commission any request for confidential treatment of information.  Except for the entering into of this Agreement and the transactions contemplated hereby or as set forth in the Company Disclosure Materials, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least 1 Business Day prior to the date that this representation is made.

(j)           Litigation.  Except as set forth on Schedule 4(j) and in the Company Disclosure Materials, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (U.S. federal, state, county, local or foreign) (collectively, an “Action”) wh ich (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the New Notes (including the related Guarantees) or (ii) could have or reasonably be expected to result in a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under U.S. federal or state securities laws or a claim of breach of fiduciary duty.

(k)           Labor Relations.  No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Company Material Adverse Effect.  Except as disclosed on Schedule 4(k), none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company, and neither the Company or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidi aries believe that their relationships with their employees are good.  No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and, to the knowledge of the Company, the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  The Company and its Subsidiaries are, to their knowledge, in compliance with all, U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.  0;The severance pay due to the Company’s employees is fully funded or provided for in accordance with GAAP, consistently applied.

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(l)           Compliance.  Except as set forth in the Company Disclosure Materials, neither the Company nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its Subsidiaries under), nor has the Company or any of its Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such d efault or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, (iii) is in violation of its charter or bylaws or similar organizational document or (iv) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, U.S. federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Company Material Adverse Effect.

(m)            Regulatory Permits.  The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate U.S. federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Company Disclosure Materials, except where the failure to possess such permits could not have or reasonably be expected to result in a Company Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or mod ification of any Material Permit.

(n)           Title to Assets.  Except as set forth on Schedule 4(n), the Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and its Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all Liens, except for Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of su ch property by the Company and its Subsidiaries and Liens for the payment of U.S. federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance.

(o)           Patents and Trademarks.  To the knowledge of the Company, the Company and its Subsidiaries own, or have legally enforceable rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, maskworks trade secrets, inventions, know-how, licenses and other similar rights necessary or material for use in connection with their respective businesses as described in the Company Disclosure Materials and which the failure to so have could have a Company Material Adverse Effect (collectively, the “Intellectual Property Rights”).  Except as set forth on Schedule 4(o), neither the Company nor any of its Subsidiaries has received a written notice that has not been revoked or has knowledge that the Intellectual Property Rights used by the Company or any of its Subsidiaries violates or infringes, or allegedly violates or allegedly infringes, upon the rights of any Person.  To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(p)           Insurance.  The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and its Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage.  To the best knowledge of the Company, such insurance contracts and policies are accurate and complete.  Neither the Company nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or t o obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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(q)           Transactions With Affiliates and Employees.  Except as set forth on Schedule 4(q) and in the Company Disclosure Materials, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherw ise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than (i) for payment of salary, director fees or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) for other employee benefits, including reasonable severance pay plans of the Company or bonuses.  Except as described above or in the Company Disclosure Materials, none of the officers, directors or, to the best of the Company’s knowledge, key employees or stockholders of the Company or any members of their immediate families, are indebted to the Company or any of its Subsidiaries, individually in excess of $120,000.  Except as set forth in the Company Disclosure Materials, neither the Company nor any of its Subsidiaries is a guarantor o r indemnitor of any indebtedness of any other person, firm or corporation.

(r)           Sarbanes-Oxley; Internal Accounting Controls.  The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date.  The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accor dance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluatio n Date”).  The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal controls over financial reporting, have been identified.

(s)           Certain Fees.  Except as disclosed on Schedule 4(s), no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  Except for fees incurred by or on behalf of such Holder, no Holder shall have any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees as contemplated in this Section tha t may be due in connection with the transactions contemplated by the Transaction Documents.

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(t)           Private Placement. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, no registration under the Securities Act is required for the offer and sale of the New Notes by the Company and the related Guarantees by the Guarantors to the Participating Holders as contemplated hereby.

(u)           Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities and consummation of the Exchange, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.  The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(v)           Registration Rights.  Except as disclosed on Schedule 4(v), other than each of the Participating Holders and any registered broker-dealer receiving compensation in the form of equity in connection with the transactions contemplated by this Agreement, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(w)            No Listing.  The Company’s Common Stock is not registered pursuant to Section 12(b) or 12(g) of the Exchange Act.

(x)           Disclosure.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that, neither it nor to the knowledge of the Company any other Person acting on its behalf has provided any Holder or its agents or counsel with any information that constitutes or might constitute material, non-public information.  The Company understands and confirms that each Holder will rely on the foregoing representation in effecting transactions in securities of the Company.  All disclosure furnished by or on behalf of the Company to the Participating Holders regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, with respect to the representations and warranties made herein, together with the Company Disclosure Materials, when taken as whole, are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  The Company acknowledges and agrees that no Holder has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 6 hereof.

(y)           No Integrated Offering. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the New Notes (and the related Guarantees) to be integrated with prior offerings by the Company for purposes of the Securities Act.

(z)           Solvency.  The Company has no knowledge of any facts or circumstances which lead it to believe that it or any of its Subsidiaries will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.  The Company Disclosure Materials reflect as of the dates thereof all outstanding secured and unsecured indebtedness of the Company and its Subsidiaries, or for which the Company or any of its Subsidiaries has commitments.

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(aa)           Tax Status.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Company Material Adverse Effect, the Company and each of its Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any of its Subsidiaries.

(bb)           No General Solicitation.  Neither the Company, nor any of its affiliates nor any person acting on behalf of the Company has offered or sold any of the New Notes (or the related Guarantees) by any form of general solicitation or general advertising or through any directed selling efforts (as defined in Regulation S under the Securities Act).  The Company has offered the New Notes (and the related Guarantees) for sale only to the Participating Holders who are either (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, (ii) institutional “accredited investorsR 21; within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) not “U.S. Persons” within the meaning of Regulation S under the Securities Act in an “offshore transaction” within the meaning of Regulation S under the Securities Act.  The Company has implemented the “offering restrictions” as defined in Regulation S under the Securities Act.

(cc)           Foreign Corrupt Practices.  Neither the Company, nor any of its Subsidiaries nor any agent or other person acting on behalf of the Company or any of its Subsidiaries, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any of its Subsidiaries (or made by any person acting on their behalf of which the Company or any of its Subsidiaries is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(dd)           Embargoed Person.  None of the funds or other assets of the Company or any of its Subsidiaries shall constitute property of, or shall be beneficially owned, directly or indirectly, by any person subject to trade restrictions under United States law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. and any Executive Orders or regulations promulgated under any such United States laws (each, an "Embargoed Person"), with the result that the investments evidenced by the New Notes are or would be in violation of law. None of the funds or other assets of the Company shall be derived from any unlawful activity with the result that the investments evidenced by the New Notes are or would be in violation of law.

(ee)           Trust Indenture Act.  Assuming the accuracy of the representations of each Holder and its compliance with its respective agreements with the Company, and so long as the New Notes are not registered under the Securities Act, it is not necessary in connection with the offer, sale and delivery of the New Notes in the manner contemplated by this Agreement to qualify the New Indenture under the Trust Indenture Act of 1939, as amended.

(ff)           Accountants.  The Company’s accountants are Brightman Almagor Zohar & Co., Certified Public Accountant, a member firm of Deloitte Touche Tohmatsu.  To the knowledge of the Company, such accountants are a registered public accounting firm as required by the Exchange Act and registered with the Public Company Accounting Oversight Board.  The Company expects such accountants to consent to the inclusion of their report on the Company’s financial statements into any registration statement and the prospectus which forms a part thereof that may be required to be filed under the Company Registration R ights Agreement.

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5. Representations and Warranties of Tower. Except as set forth under the corresponding section of the Tower Disclosure Schedules, which Tower Disclosure Schedules shall be deemed a part hereof and to qualify such corresponding representation or warranty otherwise made herein to the extent of such disclosure, Tower hereby makes the representations and warranties set forth below to each Holder and to Zazove:

(a)           Subsidiaries.  All of the direct and indirect ownership of any capital stock, or other equity interests owned or held by subsidiaries of Tower are set forth on Schedule 5(a).  Except as set forth on Schedule 5(a), Tower owns, directly or indirectly, all of the capital stock or other equity interests of each of its Subsidiaries free and clear of any Liens and all the issued and outstanding shares of capital stock of each such Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b)           Organization and Qualification.  Tower and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  No proceeding has been instituted by the Registrar of Companies in Israel for the dissolution of Tower.    Neither Tower nor any of its Subsidiaries is in violation or default of any of the provisions of its respective cert ificate or articles of incorporation, memorandum of association, bylaws or other organizational or charter documents.  Each of Tower and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Tower Material Adverse Effect, and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)           Authorization; Enforcement.  Tower has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery by Tower of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Tower and no further action is required by Tower, its board of directors or its stockholders in connection there with.  Each Transaction Document to which Tower is a party has been (or upon delivery will have been) duly executed by Tower and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of Tower enforceable against Tower in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)           No Conflicts.  The execution, delivery and performance by Tower of the Transaction Documents to which it is a party, the issuance and sale of the Tower Warrants and Tower Warrant Shares and the consummation by Tower of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of Tower’s or any of its Subsidiaries certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of an y Lien upon any of the properties or assets of Tower or any of its Subsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Tower or Subsidiary debt or otherwise) or other understanding to which Tower or any of its Subsidiaries is a party or by which any property or asset of Tower or any of its Subsidiaries is bound or affected, or (iii) subject to the Tower Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Tower or any of its Subsidiaries is subject (including Israeli, U.S. federal and state securities laws and regulations), or by which any property or asset of Tower or any of its Subsidiaries is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Tower Material Adverse Effect.

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(e)           Filings, Consents and Approvals.  Tower is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Israeli, U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by Tower of the Transaction Documents to which it is a party, other than (i) filings required pursuant to Section 7 and Section 8 of this Agreement, (ii) the filing with the Commission of the Registration Statement, (iii) the filing of Form D with the Commission and such filings as are required to b e made under applicable state securities laws, (iv) the filings, consents and approvals listed on Schedule 5(e) and (v) those made or obtained prior to Closing (collectively, the “Tower Required Approvals”).

(f)           Issuance of the Tower Warrants and the Tower Warrant Shares.  The Tower Warrants are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Tower other than restrictions on transfer provided for in the Transaction Documents.  The Tower Warrant Shares are duly authorized and, when issued and paid for in accordance with the Warrant Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Tower other than restrictions on transfer provided for in the Transaction Documents.  Tower has reserved from its duly authorized capital stock the maximum number of shares of Tower Common Stock issuable pursuant to the Tower Warrants.  There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any governmental agency or authority in or of Israel either (A) by virtue of the execution or delivery by Tower of the Transaction Documents to which it is a party, (B) the issuance of the Tower Warrants or the Tower Warrant Shares or (C) on any payment to be made by Tower pursuant to the Transaction Documents.  Assuming the truth and accuracy in all material respects of the representations and warranties made by each Holder in this Agreement, Tower is not required to publish or deliver a prospectus in Israel under the Israeli Securities Law – 1968 in connection with the offer and issuance of the Tower Warrants and the Tower Warrant Shares.

(g)           Capitalization.  The capitalization of Tower as of one Business Day prior to the date hereof is as set forth on Schedule 5(g).  Except as disclosed on Schedule 5(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  Except as disclosed in the Tower Disclosure Materials, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Tower Common Stock, or contracts, commitments, understandings or arrangements by which Tower or any of its Subsidiaries is or may become bound to issue additional shares of Tower Common Stock or Tower Common Stock Equivalents.  The issuance and sale of the Tower Warrants will not obligate Tower to issue shares of Tower Common Stock or other securities to any Person (other than the Participating Holders) and will not result in a right of any holder of Tower securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of Tower are validly issued, fully paid and nonassessable, have been issued in compliance with all Israeli, U.S. federal and state securities laws, and none of such outstanding shares wa s issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further corporate approval or authorization of any stockholder, the Board of Directors of Tower or others is required for the issuance and sale of the Tower Warrants and the Tower Warrant Shares issuable upon exercise thereof.  Except as disclosed on Schedule 5(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to Tower’s capital stock to which Tower is a party or, to the knowledge of Tower, between or among any of Tower’s stockholders.

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(h)           SEC Reports; Financial Statements.  Tower has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as Tower was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Tower SEC Reports”; together with the Tower Disclosure Schedules, the “Tower Disclosure Materials”), on a timely basis or has received a valid extension of such time of filing and filed such materials prior to the expiration of such extension, and such materials, when filed, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.  As of their respective dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Tower SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of Tower included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing).  Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Tower and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i)           Material Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements of Tower included in a report filed on Form 20-F and except as specifically disclosed in the Tower Disclosure Materials, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Tower Material Adverse Effect, (ii) Tower has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) Tower has not altered its method of accou nting, (iv) Tower has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) Tower has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Tower stock plans or arrangements.  Tower does not have pending before the Commission any request for confidential treatment of information.  Except for the entering into of this Agreement and the transactions contemplated hereby or as set forth in the Tower Disclosure Materials, no event, liability or development has occurred or exists with respect to Tower or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by Tower under applicable securities laws at the time this representation is made that has not been publicly disclosed at least 1 Business Day prior to the date that this representation is made.

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(j)           Litigation.  Except as disclosed in the Tower Disclosure Materials, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Tower, threatened against or affecting Tower, any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (Israeli, U.S. federal, state, county, local or foreign) (collectively, a “Tower Action”) which (i) adversely affects or challenges the legality, validity or enforceability of an y of the Transaction Documents or (ii) could have or reasonably be expected to result in a Tower Material Adverse Effect.  Neither Tower nor any of its Subsidiaries, nor any director or officer thereof, is or has been the subject of any Tower Action involving a claim of violation of or liability under Israeli or U.S. federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of Tower, there is not pending or contemplated, any investigation by the Commission involving Tower or any of its Subsidiaries or any current or former director or officer of Tower or any of its Subsidiaries with respect to their capacities as a director or officer of Tower or such Subsidiary.  The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Tower or any of its Subsidiaries under the Exchange Act or the Securities Act and no proceeding for that purpose has been initiated or threatened by the Commission.  There are no disagreements of any kind presently existing, or reasonably anticipated by Tower or any of its Subsidiaries to arise, between accountants and lawyers formerly or presently engaged by Tower or any of its Subsidiaries and Tower and each of its Subsidiaries are current with respect to any fees owed to its accountants and lawyers.

(k)           Labor Relations.  No material labor dispute exists or, to the knowledge of Tower, is imminent with respect to any of the employees of Tower or its Subsidiaries which could reasonably be expected to result in a Tower Material Adverse Effect.  Except as disclosed on Schedule 5(k), none of Tower’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with Tower, and neither Tower nor any of its Subsidiaries is a party to a collective bargaining agreement, and Tower and its Subsidiaries believe tha t their relationships with their employees are good.  No executive officer, to the knowledge of Tower, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and, to the knowledge of Tower, the continued employment of each such executive officer does not subject Tower or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  Tower and its Subsidiaries are, to their knowledge, in compliance with all, Israeli, U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Tower Material Adverse Effect.  The severance pay due to Tower&# 8217;s employees is fully funded or provided for in accordance with GAAP, consistently applied.  Neither Tower nor any of its Subsidiaries is subject to, nor do any of its employees benefit from, whether pursuant to applicable employment laws, regulations, extension orders (“tzavei harchava”) or otherwise, any agreement, arrangement, understanding or custom with respect to employment (including, without limitations, termination thereof) other than the minimum benefits and working conditions required by law to be provided pursuant to the rules and regulations of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialist’s Association or extension orders that apply to all employees in Israel or to all employees in the Company’s industry in Israel.

(l)           Compliance.  Except as set forth in the Tower Disclosure Materials, neither Tower nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Tower or any of its Subsidiaries under), nor has Tower or any of its Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, (iii) is in violation of its charter or bylaws or similar organizational document or (iv) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, Israeli, U.S. federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Tower Material Adverse Effect.

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(m)            Regulatory Permits.  Tower and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate Israeli, U.S. federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Tower Disclosure Materials, except where the failure to possess such permits could not have or reasonably be expected to result in a Tower Material Adverse Effect (“Tower Material Permits”), and neither Tower nor any of its Subsidiaries has received any notice of proceedings relating to the revocatio n or modification of any Tower Material Permit.  Except as set forth in the Tower Disclosure Materials, (i) Tower is in compliance in all material respect with all conditions and requirements stipulated by the instruments of approval granted to it with respect to the “Approved Enterprise” status of Tower’s facilities by Israeli laws and regulations relating to such “Approved Enterprise” status and other tax benefits received by Tower; and Tower has not received any notice of any proceeding or investigation relating to revocation or modification of any “Approved Enterprise” status granted with respect to Tower’s facilities.  All information supplied by Tower or any of its Subsidiaries with respect to applications submitted in connection with such approval was true, correct and complete in all material respects when supplied to the appropriate authorities.  Tower is not in violation of any condition or requirement stipulated by the i nstruments of approval granted to Tower by the Office of the Chief Scientist in the Israeli Ministry of Industry and Trade (the “OCS”) or any applicable laws and regulations with respect to any research and development grants given to it by such office that the OCS has not confirmed as having been closed that could be expected to result in a Tower Material Adverse Effect.  All information supplied by Tower with respect to such applications was true, correct and complete in all material respects when supplied to the appropriate authorities.  Schedule 5(m) provides a correct and complete list of the aggregate amount of pending and outstanding grants from the OCS, net of royalties paid.  Tower’s contingent liabilities to the OCS are disclosed in the notes to the financial statements of Tower contained in Tower’s Annual Report on Form 20-F for the year ended December 31, 2009.

(n)           Title to Assets.  Except as set forth on Schedule 5(n), Tower and its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of Tower and its Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of Tower and its Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Tower and its Subsidiaries and Liens for the payment of Israeli, U.S. federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities held under lease by Tower and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which Tower and its Subsidiaries are in compliance.

(o)           Patents and Trademarks.  To the knowledge of Tower, Tower and its Subsidiaries own, or have legally enforceable rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, maskworks trade secrets, inventions, know-how, licenses and other similar rights necessary or material for use in connection with their respective businesses as described in the Tower Disclosure Materials and which the failure to so have could have a Tower Material Adverse Effect (collectively, the “Tower Intellectual Property Rights”).  Except as set forth on Schedule 5(o), neither Tower nor any of its Subsidiaries has received a written notice that has not been revoked or has knowledge that the Tower Intellectual Property Rights used by Tower or any of its Subsidiaries violates or infringes, or allegedly violates or allegedly infringes, upon the rights of any Person.  To the knowledge of Tower, all such Tower Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Tower Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of Tower Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Tower Material Adverse Effect.

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(p)           Insurance.  Tower and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Tower and its Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage.  To the best knowledge of Tower, such insurance contracts and policies are accurate and complete.  Neither Tower nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverag e from similar insurers as may be necessary to continue its business without a significant increase in cost.

(q)           Transactions With Affiliates and Employees.  Except as set forth in the Tower Disclosure Materials, none of the officers or directors of Tower and, to the knowledge of Tower, none of the employees of Tower is presently a party to any transaction with Tower or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Tower, any enti ty in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than (i) for payment of salary, director fees or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Tower and (iii) for other employee benefits, including reasonable severance pay plan of Tower or bonuses.  Except as described above or in the Tower Disclosure Materials, none of the officers, directors or, to the best of the Tower’s knowledge, key employees or stockholders of Tower or any members of their immediate families, are indebted to Tower or any of its Subsidiaries, individually in excess of $120,000.  Except as set forth in the Tower Disclosure Materials, the neither Tower nor any of its Subsidiaries is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

(r)           Sarbanes-Oxley; Internal Accounting Controls.  Tower is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. Tower and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management&# 8217;s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Tower has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Tower and designed such disclosure controls and procedures to ensure that information required to be disclosed by Tower in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Tower’s certifying officers have evaluated the effectiveness of Tower’s disclosure controls and procedures as of the end of the period covered by Tower’s most recently filed annual report under the Exchange Act (such date, the “Tower Evaluation Date”).  Tower presented in it s most recently filed annual report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Tower Evaluation Date.  Since the Tower  Evaluation Date, there have been no changes in Tower’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, Tower’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect Tower’s internal controls over financial reporting, have been identified.

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(s)           Certain Fees.  Except as disclosed on Schedule 5(s), no brokerage or finder’s fees or commissions are or will be payable by Tower to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  Except for fees incurred by or on behalf of such Holder, no Holder shall have any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees as contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(t)           Private Placement. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, no registration under the Securities Act is required for the offer and sale of the Tower Warrants or Tower Warrant Shares by Tower to the Participating Holders as contemplated hereby.  The issuance and sale of the Tower Warrants and the Tower Warrant Shares does not contravene the rules and regulations of the Trading Market.  Tower has not distributed and will not distribute prior to the Closing Date any offering material in connection with this offering and sale of Tower Warrants and Tower Warrant Shar es other than the Transaction Documents.

(u)           Investment Company. Tower is not, and is not an Affiliate of, and immediately after consummation of the Exchange, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.  Tower shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(v)           Registration Rights.  Except as disclosed on Schedule 5(v), other than the Participating Holders, no Person has any right to cause Tower to effect the registration under the Securities Act of any securities of Tower.

(w)            Listing and Maintenance Requirements.  The Tower Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and Tower has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Tower Common Stock under the Exchange Act nor has Tower received any notification that the Commission is contemplating terminating such registration.  Tower Common Stock is listed on The Nasdaq Global Market and on the Tel Aviv Stock Exchange under the symbol “TSEM”.  Tower has not, in the 12 months preceding the date hereof, receiv ed notice from any Trading Market on which the Tower Common Stock is or has been listed or quoted to the effect that Tower is not in compliance with the listing or maintenance requirements of such Trading Market. Tower is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(x)           Application of Takeover Protections.  Tower and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under Tower’s certificate of incorporation (or similar charter documents) or the laws of its jurisdiction of incorporation that is or could become applicable to the Participating Holders as a result of the Participating Holders and Tower fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of Tower’s issuance of the Tower Warrants and the Tower Warrant Shares upon exercise thereof and the Participating Holders’ ownership of the Tower Warrants and Tower Warrant Shares.

(y)           Tower Disclosure.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, Tower confirms that, neither it, nor any of its Subsidiaries, nor to the knowledge of Tower any other Person acting on their behalf has provided any Holder or its agents or counsel with any information that constitutes or might constitute material, non-public information.  Tower understands and confirms that each Holder will rely on the foregoing representation in effecting transactions in securities of Tower.  All disclosure furnished by or on behalf of Tower to the Partic ipating Holders regarding Tower, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, with respect to the representations and warranties made herein, together with the Tower Disclosure Materials, when taken as whole, are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  Tower acknowledges and agrees that no Holder has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 6 hereof.

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(z)           No Integrated Offering. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 6, neither Tower, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Tower Warrants or Tower Warrant Shares to be integrated with prior offerings by Tower for purposes of the Securities Act.

(aa)           Solvency.  Tower has no knowledge of any facts or circumstances which lead it to believe that it or any of its Subsidiaries will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.  The Tower Disclosure Materials reflect as of the dates thereof all outstanding secured and unsecured indebtedness of Tower and its Subsidiaries, or for which Tower or any of its Subsidiaries has any commitment.

(bb)           Tax Status.  Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Tower Material Adverse Effect, Tower and each of its Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and Tower has no knowledge of any tax deficiency which has been asserted or threatened against Tower or any of its Subsidiaries.

(cc)           No General Solicitation.  Neither Tower nor any person acting on behalf of Tower has offered or sold any of the Tower Warrants by any form of general solicitation or general advertising or through any directed selling efforts (as defined in Regulation S under the Securities Act).  Tower has offered the Tower Warrants for sale only to the Participating Holders who are either (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, (ii) “institutional accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) not “U.S. Persons” within the meaning of Regulation S under the Securities Act in an “offshore transaction” within the meaning of Regulation S under the Securities Act.  The Tower Warrants and Tower Warrant Shares issued in reliance on Regulation S are eligible for “Category 1” thereunder pursuant to Section 903(b)(1)(i) of Regulation S.

(dd)           Foreign Corrupt Practices.  Neither Tower, nor any of its Subsidiaries, nor any agent or other person acting on behalf of Tower or any of its Subsidiaries, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by Tower or any of its Subsidiaries (or made by any person acting on their behalf of which Tower or any of its Subsidiaries is aware) which is in violation of law) or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(ee)           Accountants.  Tower’s accountants are Brightman Almagor Zohar & Co., Certified Public Accountant, a member firm of Deloitte Touche Tohmatsu.  To the knowledge of Tower, such accountants are a registered public accounting firm as required by the Exchange Act and registered with the Public Company Accounting Oversight Board.  Tower expects such accountants to consent to the inclusion of their report on Tower’s financial statements into any registration statement and the prospectus which forms a part thereof that may be required to be filed under the Tower Registration Rights Agreement.

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(ff)           Manipulation of Price.  Tower has not, and to its knowledge, no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of Tower to facilitate the sale or resale of the Tower Warrants or the Tower Warrant Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Tower Warrants or the Tower Warrant Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of Tower.

(gg)           U.S. Real Property Holding Corporation.  Tower is not, has never been, nor shall become while any Tower Warrants are held by any Participating Holder, a U.S. real  property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and Tower shall so certify upon any Holder’s request.

(hh)           Taxes.  No tax, levy, impost, duty, fee, assessment or other governmental charge or any deduction or withholding imposed by any governmental agency or authority in or of the State of Israel is payable by or on behalf of any Holder or any assignee of such Holder (i) as a result of the execution, delivery or performance by Tower, the Company or any Guarantor of the Transaction Documents to which it is a party, including, but not limited to, the issuance by Tower of the Tower Warrants and the Tower Warrant Shares, (ii) with respect to such Holder if it is a US person, who holds less than 10% of Tower’s issued and outstanding Tower Common Stock and does not maintain a permanent establishment in Israel through which the Tower Warrants or Tower Warrant Shares are held, or (iii) in connection with any resale by such Holder of the Tower Warrants in accordance with the terms thereof.

(ii)           Form F-3 Eligibility; Foreign Private Issuer Status.  Tower is eligible to register the resale by the Participating Holders of the Tower Warrants and the Tower Warrant Shares on a Registration Statement on Form F-3 under the Securities Act.  Tower qualifies as a “foreign private issuer” as such term is defined in the Exchange Act.

(jj)           Embargoed Person.  None of the funds or other assets of Tower shall constitute property of, or shall be beneficially owned, directly or indirectly, by any person subject to trade restrictions under United States law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. and any Executive Orders or regulations promulgated under any such United States laws (each, an "Embargoed Person"), with the result that the investments evidenced by the Tower Warrants or the Tow er Warrant Shares are or would be in violation of law. None of the funds or other assets of Tower shall be derived from any unlawful activity with the result that the investments evidenced by the Tower Warrants or the Tower Warrant Shares are or would be in violation of law.

(kk)           Nasdaq.  With respect to the transactions contemplated hereby, Tower has satisfied the home country practice requirements of The Nasdaq Global Market pursuant to Rule 5615(a)(3) of the Nasdaq listing rules or has otherwise complied with the Nasdaq rules.

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6. Representations and Warranties of the Holder. Each Holder (or in the case of the Zazove Accounts, Zazove on behalf of itself or such Holder, as applicable) hereby, for itself and no other Holder, represents and warrants to the Company and Tower as follows (it being understood that each of Elevator Division Retirement Benefit Plan, Iowa Judicial Retirement System and Painting Industry Annuity Fund make no representation or warranty with respect to the Tower Warrants or the Tower Warrant Shares):

(a)            Organization; Authority. Such Holder (or in the case of any Zazove Account, Zazove) is duly organized or established, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company or other, as applicable, power and authority to enter into this Agreement and to carry out the transactions contemplated hereby and to perform its obligations hereunder, and in the case of Zazove, to act on behalf of the Zazove Accounts in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated her eby.

(b)            Governmental Authorization. The execution, delivery and performance by such Holder (or in the case of any Zazove Account, Zazove) of this Agreement does not and shall not require, on the part of such Holder (or Zazove, as applicable), any registration or filing with, the consent or approval of, notice to, or any other action with respect to, any federal, state or other governmental authority or regulatory body.

(c)             Title and Ownership.  Such Holder is the beneficial owner of the Old Notes in the Original Principal Amount set forth opposite such Holder’s name on the Schedule of Holders.  Such Holder’s Old Notes are owned by such Holder free and clear of any liens, encumbrances, equities or claims and the transfer, assignment and delivery of such Old Notes in accordance with this Agreement will convey to the Company good title to such Old Notes, free and clear of liens, claims, equities and encumbrances created by such Holder.

(d)            Restricted Securities. Such Holder (or in the case of any Zazove Account, Zazove on behalf of such Holder) acknowledges that (i) none of the New Notes, the Tower Warrants nor Tower Warrant Shares have been registered under the Securities Act and that, as such, such securities are deemed “restricted securities” within the meaning of Rule 144 under the Securities Act and (ii) such securities may be offered or sold only in accordance with the registration requirements of the Securities Act or an available exemption therefrom.

(e)            No Brokers. Such Holder has not engaged any broker, finder or other entity acting under the authority of such Holder or any of its affiliates that is entitled to any commission or other fee in connection with the Exchange.

(f)           Holder’s Knowledge and Experience. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) has the requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of the Exchange and acquiring the New Notes and Tower Warrants and, in connection therewith, such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) acknowledges that (i) the Company makes no representation regarding the value of the Old Notes, the New Notes or the Tower Warrants, and (ii) such Holder has independently, and without reliance upon the Company or its representatives, made its own analysis and decision to enter into the Exchange and exchange the Old Notes for the New Notes and Tower Warrants.

(g)           Investor Status. Such Holder is (i) a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act, (ii) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) not a “U.S. person” as defined in Regulation S under the Securities Act, as applicable, in each case as reflected by the insertion of “144A”, “IAI” or “Regulation S” with respect to such Holder in the “CUSIP” line on Schedule B.  If “Regu lation S” is reflected on the CUSIP line with respect to any Holder, such Holder represents and warrants that it is not committing to purchase securities for the account of any U.S. Person (as defined in Regulation S under the Securities Act) and that the New Notes, the Tower Warrants and the Tower Warrant Shares have not been offered to such Holder in the United States of America.

(h)           No Public Sale or Distribution. Such Holder is acquiring the New Notes and Tower Warrants for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempt from registration under the Securities Act. Such Holder is acquiring the New Notes and Tower Warrants hereunder in the ordinary course of its business. Such Holder does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of such securities or the Tower Warrant Shares.

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(i)           Reliance on Exemptions. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) understands that the New Notes and Tower Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, including Section 3(a)(9) and/or 4(2) of the Securities Act, and that the Company is relying in part upon the truth and accuracy of, and such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of such Holder to acquire the Securities.

(j)           Information. Such Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and Tower and materials relating to the transactions contemplated hereby which have been requested by such Holder. Such Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company and Tower. Neither such inquiries nor any other due diligence investigations conducted by such Holder or its advisors, if any, or its representatives shall modify, amend or affect such Holder’s right to rely on the Company’s and Tower’s representations a nd warranties contained herein. Such Holder understands that its investment in the New Notes and Tower Warrants involves a high degree of risk. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of such securities.

(k)           No Governmental Review. Such Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the New Notes and Tower Warrants or the fairness or suitability of the investment in the such securities nor have such authorities passed upon or endorsed the merits of the offering of such securities.

(l)           Validity; Enforcement. This Agreement, the Company Registration Rights Agreement and the Tower Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Holder and shall constitute the legal, valid and binding obligations of such Holder enforceable against such Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity) or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enfo rcement of applicable creditors’ rights and remedies and insofar as indemnification and contribution provisions may be limited by applicable law.

(m)           Residency. Such Holder is a resident of that jurisdiction specified on the Schedule of Holders. 

(n)           No Transactions in Company Securities. Other than with respect to the transactions contemplated herein, during the period commencing with the time that such Holder was first contacted by the Company regarding the Exchange contemplated by this Agreement through such time as the transactions contemplated by this Agreement are first publicly announced, neither such Holder nor any affiliate of such Holder which had knowledge of the transactions contemplated hereby, has engaged, directly or indirectly, in any trading transaction in the securities of the Company or involving the Company’s securities in violation of applicable securities la ws.

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(o)           Affiliate Status. Such Holder represents and warrants that such Holder is not an “affiliate” of the Company or Tower within the meaning of Rule 144 under the Securities Act nor has such Holder been an affiliate of the Company during the past 90 days.

(p)            Evaluation. Such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) has evaluated the Exchange in light of such Holder’s financial situation and such Holder has relied on such Holder’s own investment, tax and other advisors in reaching a decision to enter into the Exchange.  Neither the Company, the Guarantors, Tower or any of their respective representatives have made any representation to such Holder regarding the tax treatment of the Exchange on such Holder, and such Holder has independently, and without reliance on the Company, the Guarantors, Tower or their respective representa tives, reached its own conclusion regarding such tax treatment (it being understood that the parties have agreed to certain tax matters set forth in the Letter Agreement).

7. Conditions to the Company’s and Tower’s Obligations. The obligations of the Company and Tower at the Closing are subject to the satisfaction of each of the following conditions, provided that these conditions are for the sole benefit of the Company and may be waived by the Company at any time in its sole discretion by providing the Participating Holders and Zazove with prior written notice thereof:

(a)           Execution of the Agreement. The Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have executed this Agreement and delivered the same to the Company and Tower.

(b)           Transfer of the Old Notes. Each Holder shall take such action as is necessary to have duly and validly transferred and delivered the Old Notes owned by the Holder representing the Original Principal Amount for such Holder to the Company or its order in accordance with the terms of Section 2  hereof.

(c)           Minimum Exchange.  An aggregate of at least $70 million principal amount of Old Notes shall be exchanged for New Notes in the Exchange.

(d)           Registration Rights Agreement.  The Company and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Company Registration Rights Agreement.  Tower and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Tower Registration Rights Agreement.

(e)           Representations and Warranties. The representations and warranties of the Participating Holders and Zazove in this Agreement shall be true and correct as of the date when made and as of the Closing Date as though made at that time.

(f)           No Prohibition. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

(g)           Necessary Filings. Except as contemplated by Section 11(i), the Company and Tower, as the case may be, shall have made all filings under all applicable federal and state securities laws, Israeli securities laws and rules of Nasdaq necessary to consummate the issuance of the New Notes and the Tower Warrants pursuant to this Agreement in compliance with such laws and requirements and shall have obtained all authorizations, approvals and acceptances necessary to consummate the transactions contemplated hereby and such authorizations, approvals and acceptances shall be effective as of the Closing Date.

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8. Conditions to the Holder’s Obligations. The respective obligations of each Holder and Zazove at the Closing are subject to the satisfaction of each of the following conditions, provided that these conditions are for the sole benefit of each Holder and may be waived by such Holder (solely as to itself) (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) at any time in its sole discretion by providing the Company and Tower with prior written notice thereof:

(a)           Execution of the Agreement, New Indenture and Warrant Agreement. The Company, the Guarantors and Tower shall have executed this Agreement and delivered the same to each Holder.  The Company, the Guarantors and the New Indenture Trustee shall have executed and delivered the New Indenture and the New Notes.  Tower and the Warrant Agent shall have executed and delivered the Warrant Agreement and the Tower Warrants.

(b)           Delivery of the New Notes and Tower Warrants. The Company shall have caused the New Notes and Tower Warrants to be delivered to each Holder against delivery by such Holder of the Holder’s Old Notes in accordance with the terms of Section 2 hereof.

(c)            Minimum Exchange.  An aggregate of at least $70 million principal amount of Old Notes shall be exchanged for New Notes in the Exchange.

(d)            Registration Rights Agreements.  The Company and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Company Registration Rights Agreement. Tower and the Participating Holders (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) shall have entered into the Tower Registration Rights Agreement.

(e)            CUSIP.  The Company and Tower shall have obtained appropriate Committee on Uniform Securities Identification Procedures numbers (CUSIP numbers) for the New Notes and Tower Warrants.

(f)           Representations and Warranties. The representations and warranties of each the Company, the Guarantors and Tower in this Agreement shall be true and correct as of the date when made and as of the Closing Date as though made at that time.  The statements of the Company, Tower and the Guarantors and their respective officers made in any certificate delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(g)            No Prohibition. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

(h)           No Material Adverse Effect.  No event or condition constituting a Company Material Adverse Effect or a Tower Material Adverse Effect shall have occurred or exist.

(i)           Company Officer’s Certificate.  Each Holder and Zazove shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s and the Guarantor’s financial matters and is satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) (i) confirming that such officer has carefully reviewed the Company Disclosure Materials and, to the knowledge of such officer, the representations and warranties in Section 4(h) and 4(i) are true and correct, (ii) confirming that the other representations and warrantie s of the Company and the Guarantors in this Agreement are true and correct and that the Company and the Guarantors have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied by it on or prior to the Closing Date and (iii) to the effect set forth in paragraphs (g) and (i) above.

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(j)           Tower Officer’s Certificate.   Each Holder and Zazove shall have received on and as of the Closing Date a certificate of an executive officer of Tower who has specific knowledge of Tower’s financial matters and is satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) (i) confirming that such officer has carefully reviewed the Tower Disclosure Materials and, to the knowledge of such officer, the representations and warranties in Section 5(h) and 5(i) are true and correct, (ii) confirming that the other representations and warranties of Tower in this Agreement are tru e and correct and that Tower has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied by it on or prior to the Closing Date and (iii) to the effect set forth in paragraphs (g) and (i) above.

(k)           Secretary’s Certificates.  Each Holder and Zazove shall have received on and as of the closing date a certificate of the secretary or assistant secretary of each of Tower, the Company and each Guarantor certifying (i) a copy of the resolutions of the board of directors or members, as applicable, evidencing approval of the Transaction Documents to which it is a party and the consummation of the transaction contemplated therein and the other matters contemplated thereby, (ii) a copy of the certificate of incorporation, certificate of formation or other comparable charter document of such Person, (iii) copies of all documents evidencing other necessary corporation or other action or governmental or third party approvals, if any, with respect to the transactions contemplated by this Agreement and (iv) the names, titles and signatures of the officers of such Person authorized to sign the Transaction Documents and the documents or certificates to be delivered in connection therewith, together with the true signatures of each such officer.

(l)           Opinions.  Each Holder and Zazove shall have received on and as of the Closing Date an opinion of Eilenberg & Krause LLP, special counsel for the Company and special U.S. counsel for Tower in form and substance satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) to the effect set forth on Exhibit F hereto.  Each Holder and Zazove shall have received on and as of the Closing Date an opinion of Yigal Arnon & Co., Israeli counsel for Tower, in form and substance satisfactory to such Holder (or in the c ase of the Zazove Accounts, Zazove on behalf of such Holders) to the effect set forth on Exhibit G hereto.  Each Holder and Zazove shall have received on and as of the Closing Date an opinion of Allen Grogan, Chief Legal Officer of the Company, in form and substance satisfactory to such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holders) to the effect set forth on Exhibit H hereto.

(m)           DTC.  The New Notes and the Tower Warrants shall be eligible for clearance and settlement through DTC on or prior to the Closing Date.

(n)           Good Standing.  Such Holder and Zazove shall have received on and as of the Closing Date satisfactory evidence of the good standing of Tower, the Company and the Guarantors in their respective jurisdictions of formation and their good standing in such other jurisdictions as such Holder or Zazove may reasonably request, in each case in writing dated within 15 days of the Closing Date from the appropriate governmental authorities of such jurisdictions.

(o)           Trading.  From the date hereof to the Closing Date, (i) trading in the Tower Common Stock shall not have been suspended by the Commission or Tower’s principal Trading Market and (ii) trading in securities generally shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by Bloomberg Financial Markets, nor shall a banking moratorium have been declared by either the United States of America or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Holder (or in the case of the Zazove Accounts, Zazove on behalf of such Holder) makes it impracticable or inadvisable to exchange Old Notes for the New Notes or the Tower Warrants at Closing.

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(p)           Wachovia Consent.  The Company shall have obtained consent to the transactions contemplated hereby under the Second Amended and Restated Loan and Security Agreement, dated as of September 19, 2008, by and among Jazz Semiconductor, Inc. and Newport Fab, LLC, as borrowers, the Company, as guarantor, the lenders from time to time party thereto, Wachovia Capital Markets, LLC, as lead arranger, bookrunner and syndication agent, and Wachovia Capital Finance Corporation (Western), as agent, which consent shall be in form and substance satisfactory to such Holder.

(q)           Listing of Tower Warrant Shares.  The Tower Common Stock shall be listed on the Nasdaq Global Market and shall not have been suspended from trading on the Nasdaq Global Market.  Tower shall have submitted to Nasdaq a listing application for the Tower Warrant Shares.

(r)           Exchange Note Cash Payment.  Such Holder shall have received the Exchange Note Cash Payment payable to it.

(s)           Necessary Filings.  Except as contemplated by Section 11(i), the Company and Tower, as the case may be, shall have made all filings under all applicable federal and state securities laws, Israeli securities laws and rules of Nasdaq necessary to consummate the issuance of the New Notes and the Tower Warrants pursuant to this Agreement in compliance with such laws and requirements and shall have obtained all authorizations, approvals and acceptances necessary to consummate the transactions contemplated hereby and such authorizations, approvals and acceptances shall be effective as of the Closing Date.  Without limiting th e foregoing, Tower shall have obtained the consent of, and made all necessary filings with, the Tel Aviv Stock Exchange for the issuance of the Tower Warrants and Tower Warrant Shares.

(t)           Registration Rights Waiver.  Tower shall have obtained the waiver of Israel Corporation Ltd. of any rights it may have to include securities of Tower in any registration statement that may be filed by Tower under the Tower Registration Rights Agreement.

(u)           Additional Documents.  Tower, the Company and the Guarantors shall have furnished to such Holder such further certificates and documents as such Holder may reasonably request.

9. Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement, except as otherwise agreed in writing, including as agreed in the Letter of Intent.

10. Reserved.

11. Certain Covenants.

(a)           Company Information.  While the New Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company and each Guarantor will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to the holders of the New Notes and prospective purchasers of the New Notes designated by such holder, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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(b)           Tower Information.  While the Tower Warrants or the Tower Warrant Shares remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Tower will, during any period in which Tower is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to the holders of the Tower Warrants or the Tower Warrant Shares and prospective purchasers of the Tower Warrants or the Tower Warrant Shares designated by such holder, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)           No Resales.  Until the earlier of the one year anniversary of the Closing Date and the completion of the exchange offer contemplated by the Company Registration Rights Agreement, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the New Notes that may have been acquired by any of them, except for sales of the New Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act.  Until the one year anniversary of the Closing Date, Tower will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell an y of the Tower Warrants or Tower Warrant Shares that may have been acquired by any of them, except for sales of the Tower Warrants or Tower Warrant Shares purchased by Tower or any of its affiliates and resold in a transaction registered under the Securities Act.

(d)           No Integration.  Neither the Company, nor Tower nor any of their respective affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act), that is or will be integrated with the sale of the New Notes or the Tower Warrants in a manner that would require registration of the New Notes or the Tower Warrants under the Securities Act.

(e)           No General Solicitation.  None of the Company, Tower or any of their respective affiliates or any other person acting on its or their behalf will solicit offers for, or offer to sell, the New Notes or the Tower Warrants by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

(f)           No Stabilization.  Neither the Company, nor any Guarantor nor Tower will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the prices of the New Notes or the Tower Warrants.

(g)           Securities Law Disclosures.  Tower and the Company shall as soon as practicable, and in any event no later than 9:00 a.m. on the trading day immediately following the date hereof, issue a Current Report on Form 8-K or 6-K, as applicable, reasonably acceptable to the Participating Holders disclosing the material terms of the transactions contemplated hereby.  Tower, the Company and the Participating Holders shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby.  From and after the filing of such Current Report on Form 8-K or 6-K, as applicable, no Holder shall be in possession of any material, nonpublic information r eceived from Tower, the Company or any of their respective Subsidiaries or any of their respective officers, directors, employees or agents.

(h)           Shareholder Rights Plan.   No claim will be made or enforced by Tower or, with the consent of Tower, any other Person that any Holder is an “acquiring person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by Tower, or that any Holder could be deemed to trigger the provisions of any such plan or arrangement by virtue of receiving the Tower Warrants or the Tower Warrant Shares under the Transaction Documents.

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(i)           Required Approvals.  Tower shall obtain as soon as possible after Closing the consent and approval of the Israel Land Administration, the Israel Office of the Chief Scientist and the Israel Investment Center with respect to the issuance of the Tower Warrants and Tower Warrant Shares.

12. Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be (a) transmitted by hand delivery, (b) mailed by first class, registered or certified mail, postage prepaid, (c) transmitted by overnight courier, or (d) transmitted by facsimile, and in each case,

if to the Company or the Guarantors, to:

Jazz Technologies, Inc.

4321 Jamboree Road

Newport Beach, California 92660

Attention: Allen Grogan, Senior Vice President and Chief Legal Officer

Facsimile: (949) 315-3811

if to Tower to:

Tower Semiconductor Ltd.

Ramat Gavriel Industrial Park

Hamada Avenue

Migdal Haemek, Israel 23105

Attention:  Tziona Shriky, Vice Chief Financial Officer

Facsimile: 972-4-654-6510

in each case with a copy to (which shall not constitute notice):

Eilenberg & Krause  LLP

11 East 44th Street

New York, New York

Attention: Sheldon Krause, Esq.

Facsimile: (212) 986-2399

if to the Holder, to the address of the Holder set forth on the Schedule of Holders:

Notices mailed or transmitted in accordance with the foregoing shall be deemed to have been given upon receipt by the addressee.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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14. Appointment of Agent for Service of Process.  Tower hereby designates and appoints the Company, having an address at 4321 Jamboree Road, Newport Beach, California 92660, as its authorized agent upon which service of process may be served in any legal suit, action or proceeding arising out of or relating to this Agreement or any other Transaction Document, and further:

(a)           agrees that service of process upon such agent, and written notice of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing;

(b)           agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner;

(c)           designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process);

   (d)           agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the Tower Warrants remain outstanding, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment;

(e)           agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the warrant agent party to the Tower Warrant Agreement; and

(f)           agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction.

If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan.  This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiver.

15. Termination.  This Agreement may be terminated by any Holder as to such Holder’s obligations only hereunder, and without any effect whatsoever on the obligations between the Company, the Guarantors, Tower and the other Participating Holders, by written notice to the other parties hereto if the Closing has not been consummated on or before July 30, 2010.  This Agreement may be terminated by the Company, the Guarantors and Tower by written notice to the Participating Holders if the Closing has not been consummated on or before July 30, 2010.

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16. Acknowledgment Regarding the Holder’s Acquisition of Securities.  Each of the Company and Tower acknowledges and agrees that each Holder (or in the case of the Zazove Accounts, Zazove) is acting solely in the capacity of an arm’s length investor with respect to the Transaction Documents and the transactions contemplated thereby.  Each of the Company and Tower further acknowledges that no Holder is (or in the case of the Zazove Accounts, Zazove is not) acting as a financial advisor or fiduciary (or similar capacity) of the Company or Tower with respect to the Transaction Documents and the transactions contemplated thereby and no advice was given by any Holder to the Company or Tower in connection with the Transaction Documents or t he transactions contemplated thereby.  Each of the Company and Tower further represents to each Holder (or in the case of the Zazove Accounts, Zazove) that the decision of each of the Company and Tower to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby Tower, the Company and their representatives.

17. Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the Exchange and supersedes the parties’ prior agreements, understandings, negotiations and discussions, whether oral or written, on such matters (other than paragraph 3 of the Letter of Intent), and this Agreement shall not be amended, changed, supplemented, waived or otherwise modified or terminated except by instrument in writing signed by each of the parties hereto.

18. Amendments; Waivers.  Except as expressly set forth herein, no provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment by the Company, the Guarantors, Tower and the Participating Holders holding Old Notes representing at least 66% of the Original Principal Amount of all Participating Holders or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or om ission of any party to exercise any right hereunder in any manner impair the exercise of such right.

19. Independent Nature of Participating Holders’ Obligations and Rights.  The obligations of each Holder under this Agreement are several and not joint or joint and several with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance or non-performance of the obligations of any other Holder under this Agreement.  Nothing contained in this Agreement or any other Transaction Document, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Participating Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Participating Holders are in any way acting in concert or as a group with respect to suc h obligations or the transactions contemplated by the Transaction Documents.  Each Holder shall be entitled to independently protect and enforce its rights, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

    20. Obligations Limited. A copy of the Agreement and Declaration of Trust of each of Putnam Convertible Income-Growth Trust, Putnam High Yield Trust, Putnam High Yield Advantage Fund, Putnam High Income Securities Fund, Putnam Variable Trust, Putman Asset Allocation Funds and Putnam Funds Trust (each, a "Trust") is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each such Trust as Trustees and not individually and that the obligations of or arising out of thi s instrument are not binding on any of the Trustees, officers or shareholders individually, but are binding only upon the trust property of the Trust. Furthermore, notice is given that the trust property of each series of Putnam Variable Trust, Putnam Asset Allocation Funds and Putnam Funds Trust is separate and distinct and that the obligations of each such Trust under or arising out of this Agreement with respect to the series on behalf of which such Trust has executed this Agreement are separate and several and not joint or joint and several.

32

21. Miscellaneous. The representations, warranties, covenants and agreements contained in this Agreement shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby and shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto. This Agreement is intended to bind and inure to the benefit of the signatories to this Agreement and their respective successors, permitted assigns, heirs, executors, administrators and representatives. None of the Company, the Guarantors or Tower may assign any rights or obligations under this Agreement without the prior written consent of each Participating Holder.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or as an attachment to an electronic mail message in PDF or similar format shall be as effective as delivery of a manually executed counterpart. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. This Agreement shall be solely for the benefit of the signatories to this Agreement, and no other person or entity shall be a third-party beneficiary hereof. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude an y other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[Remainder of Page Intentionally Left Blank] 

33

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf as of the date first written above.

JAZZ TECHNOLOGIES, INC.
By:		/s/ SUSANNA BENNETT		/s/ RAFI MOR
Name:			Susanna Bennett	Rafi Mor
Title:			Chief Financial Officer	Principal Executive Officer
TOWER SEMICONDUCTOR LTD.
By:	/s/ ITZHAK EDREI			/s/ OREN SHIRAZI	/s/ RUSSELL ELLWANGER
Name:			Itzhak Edrei, Ph.D.	Oren Shirazi, C.P.A.	Russell Ellwanger
Title:			Executive VP Business Units & Product Development	Vice President and Chief Financial Officer	Chief Executive Officer

NEWPORT FAB, LLC

By: /s/ SUSANNA BENNETT

Name:  Susanna Bennett

Title:    Chief Financial Officer

JAZZ SEMICONDUCTOR, INC.

By: /s/ SUSANNA BENNETT	/s/ RAFI MOR
Name:  Susanna Bennett	Rafi Mor
Title:    Chief Financial Officer	General Manager

[Signature page to Exchange Agreement]

QUATTRO FUND, LTD.

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:  Director

QUATTRO DISTRESSED OPPORTUNITIES FUND, LP

By: /s/ BRIAN SWAIN

Name:  Brian Swain

Title:  Principal

[Signature page to Exchange Agreement]

ELEVATOR DIVISION RETIREMENT BENEFIT PLAN

HY-VEE EMPLOYEES' TRUST

IOWA JUDICIAL RETIREMENT SYSTEM

MEIJER

PAINTING INDUSTRY ANNUITY FUND

PRINCIPAL FUNDS, INC. - BOND & MORTGAGE SECURITIES FUND

PRINCIPAL GLOBAL INVESTORS FUND – HIGH YIELD FUND

PRINCIPAL GLOBAL INVESTORS TRUST - HIGH YIELD FIXED INCOME FUND

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA BOND & MORTGAGE SEPARATE ACCOUNT)

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS (PRINCIPAL LIFE INSURANCE COMPANY, DBA ULTRA LONG SEPARATE ACCOUNT)

PRINCIPAL VARIABLE CONTRACT FUNDS, INC. BALANCED

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. - BOND & MORTGAGE SECURITIES ACCOUNT

By: Principal Global Investors, LLC,

a Delaware limited liability company,

its authorized signatory

By: /s/ COLIN PENNYCOOKE

Name:  Colin Pennycooke

Title:    Counsel

By: /s/ JAMES C. FIFIELD

Name:  James C. Fifield

Title:    Assistant General Counsel

PRINCIPAL FUNDS, INC. – HIGH YIELD FUND

By: /s/ MARK DENKINGER

Name:  Mark Denkinger

Title:    Portfolio Manager

[Signature page to Exchange Agreement]

Putnam Convertible Income-Growth Trust

Putnam High Yield Trust

Putnam High Yield Advantage Fund

Putnam High Income Securities Fund

Putnam Variable Trust, on behalf of its series:

Putnam VT High Yield Fund

Putnam VT Global Asset Allocation Fund

Putnam Asset Allocation Funds, on behalf of its series:

Putnam Asset Allocation: Growth Portfolio

Putnam Asset Allocation: Balanced Portfolio

Putnam Asset Allocation: Conservative Portfolio

Seasons Series Trust (Sun America) -Asset Allocation: Diversified Growth Portfolio

Putnam Funds Trust, on behalf of its series:

Putnam Income Strategies Fund

Putnam Investment Holdings, LLC - PPAM SMA High Yield Convertible Managed Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Conservative Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Growth Portfolio

Ohio Tuition Trust Authority - Ohio Variable College Savings Trust Fund – Putnam CollegeAdvantage GAA Balanced Portfolio

By: Putnam Investment Management, LLC, as investment manager

By:  /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

Putnam High Yield Fixed Income Fund, LLC

Putnam World Trust - Putnam Global High Yield Bond Fund

Marsh & McLennan Companies, Inc. U.S. Retirement Plan - High Yield

LGT Multi Manager Bond High Yield (USD)

LGT Capital Invest (SC3) Limited - U.S. High Yield Convertible

Interpolis Pensioenen Global High Yield Pool

Stichting Pensioenfonds voor Fysiotherapeuten

By: The Putnam Advisory Company, LLC, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature page to Exchange Agreement]

Putnam Retirement Advantage GAA Balanced Portfolio

Putnam Retirement Advantage GAA Conservative Portfolio

Putnam Retirement Advantage GAA Growth Portfolio

Putnam Retirement Advantage GAA Income Strategies Portfolio

By: Putnam Fiduciary Trust Company, as investment manager

By: /s/ ROBERT L. SALVIN

Name:  Robert L. Salvin

Title:    Managing Director

[Signature page to Exchange Agreement]

ROCKVIEW TRADING LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Trading Ltd.

ROCKVIEW SHORT ALPHA FD LTD.

By: /s/ ALAN BLUESTINE

Name:  Alan Bluestine

Title:    COO, Rockview Management, LLC, Investment Manager for Rockview Short Alpha FD Ltd.

[Signature page to Exchange Agreement]

SPM OPPORTUNITY MASTER FUND, L.P.

By: /s/ WARD J. MCGRAW

Name:  Ward J. McGraw

Title:     CFO

[Signature page to Exchange Agreement]

TENNENBAUM MULTI-STRATEGY MASTER FUND

By:  Tennenbaum Capital Partners, LLC

Its:  Investment Advisor

By: /s/ HUGH STEVEN WILSON

Name:  Hugh Steven Wilson

Title:    Managing Partner

[Signature page to Exchange Agreement]

ZAZOVE ASSOCIATES, LLC

By: /s/ STEVEN M. KLEIMAN

Name:  Steven M. Kleiman

Title:  Chief Operating Officer

[Signature page to Exchange Agreement]

SCHEDULE A

GUARANTORS

Newport Fab, LLC, a Delaware limited liability company

Jazz Semiconductor, Inc., a Delaware corporation

SCHEDULE B

DTC INSTRUCTIONS

Name of Holder	DTC Direction
Century National Insurance Company	Existing Notes Principal Amount:  $2,420,000 New Notes Principal Amount:  $2,843,000 Warrants:  767,745 CUSIP: 144A DTC Participant: Union Bank of California DTC #2145 For Credit to Account #:  240002130-04 Contact:  Denise Wong 415-705-7326 Denise.Wong@unionbank.com
Elevator Division Retirement Benefit Plan	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 CUSIP:  144A DTC Participant: Amalgamated Bank DTC #2352 For Credit to Account #: 1000236.2 Contact: Peter Ng 212-895-4951 ext.4904 peter.ng@amalgamatedbank.com
Hy-Vee Employees’ Trust	Existing Notes Principal Amount:  $35,000 New Notes Principal Amount:  $41,000 Warrants:  11,104 CUSIP:  144A DTC Participant: Northern Trust DTC #2669 For Credit to Account #: 26-11177 Contact: Kelly Amouzou 312-630-6423 ka43@ntrs.com
Interpolis Pensioenen Global High Yield Pool	Existing Notes Principal Amount:  $430,000 New Notes Principal Amount:  $505,000 Warrants:  136,418 CUSIP:  Regulation S DTC Participant:  BNY Mellon DTC #954 For Credit to Account #:  TTWFZ002002 Contact:  Alexander Boatman 315-414-3681 alexander.boatman@bnymellon.com

Iowa Judicial Retirement System	Existing Notes Principal Amount:  $10,000 New Notes Principal Amount:  $11,000 CUSIP:  144A DTC Participant: Mellon Trust DTC #954 For Credit to Account #: JR7F3000002 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
LGT Multi Manager Bond High Yield (USD)	Existing Notes Principal Amount:  $135,000 New Notes Principal Amount:  $158,000 Warrants:  42,829 CUSIP:  Regulation S DTC Participant:  UBS DTC #010 For Credit to Account #:  8050049 Contact:  Andreas Fuchs 011-41-44-405-97-81
LGT Capital Invest (SC3) Limited – U.S. High Yield Convertible	Existing Notes Principal Amount:  $893,000 New Notes Principal Amount:  $1,049,000 Warrants:  283,305 CUSIP:  Regulation S DTC Participant:  UBS DTC #010 For Credit to Account #:  4945317 Contact:  Nicholas Koelliker 011-44-44-236-94-31 Nicolas.koelliker@ubs.com
Lockheed Martin Corporation Master Retirement Trust	Existing Notes Principal Amount:  $1,870,000 New Notes Principal Amount:  $2,197,000 Warrants:  593,258 CUSIP:  144A DTC Participant:  The Northern Trust Company DTC # 2669 For Credit to Account #:  LMT43 Contact:  Ryan Payne 312-557-7739 rsp4@ntrs.com
Marsh & McLennan Companies, Inc. U.S. Retirement Plan – High Yield	Existing Notes Principal Amount:  $170,000 New Notes Principal Amount:  $199,000 Warrants:  53,933 CUSIP:  144A DTC Participant:  The Northern Trust Company DTC #2669 For Credit to Account #: 1705435 Contact: Bernard Laureus 312-557-3148 BL34@ntrs.com

Meijer	Existing Notes Principal Amount:  $30,000 New Notes Principal Amount:  $35,000 Warrants:  9,518 CUSIP:  144A DTC Participant:  Wells Fargo DTC #2027 For Credit to Account #: 5800422 Contact: Cecile B. Johnson 704-427-1755 cecile.johnson@wellsfargo.com
National Railroad Retirement Investment Trust	Existing Notes Principal Amount:  $6,000,000 New Notes Principal Amount:  $7,050,000 Warrants:  1,903,500 CUSIP:  144A DTC Participant:  The Northern Trust Company DTC #2669 For Credit to Account #:  RRT29 Contact:  Ryan Payne 312-557-7739 rsp4@ntrs.com
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Conservative Portfolio	Existing Notes Principal Amount:  $36,000 New Notes Principal Amount:  $42,000 Warrants:  11,421 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #: 38VI Contact: John Sontag 617-985-9242 jsontag@statestreet.com
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Growth Portfolio	Existing Notes Principal Amount:  $92,000 New Notes Principal Amount:  $108,000 Warrants:  29,187 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38VJ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Balanced Portfolio	Existing Notes Principal Amount:  $109,000 New Notes Principal Amount:  $128,000 Warrants:  34,581 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38VL Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Painting Industry Annuity Fund	Existing Notes Principal Amount:  $25,000 New Notes Principal Amount:  $29,000 CUSIP:  144A DTC Participant: Wells Fargo DTC #2027 For Credit to Account #: 9546001262 Contact: Cecile B. Johnson 704-427-1755 cecile.johnson@wellsfargo.com
Principal Funds, Inc. – Bond & Mortgage Securities Fund	Existing Notes Principal Amount:  $1,090,000 New Notes Principal Amount:  $1,280,000 Warrants:  345,803 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 394373 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Principal Funds, Inc. – High Yield Fund	Existing Notes Principal Amount:  $11,205,000 New Notes Principal Amount:  $13,165,000 Warrants:  3,554,787 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 394959 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Principal Global Investors Fund – High Yield Fund	Existing Notes Principal Amount:  $55,000 New Notes Principal Amount:  $64,000 Warrants:  17,449 CUSIP:  144A DTC Participant: Citibank DTC #908 For Credit to Account #: 852070 Contact: Myra 813-604-1145 [email]
Principal Global Investors Trust – High Yield Fixed Income Fund	Existing Notes Principal Amount:  $75,000 New Notes Principal Amount:  $88,000 Warrants:  23,794 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 394967 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com

Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Bond & Mortgage Separate Account)	Existing Notes Principal Amount:  $2,310,000 New Notes Principal Amount:  $2,714,000 Warrants:  732,848 CUSIP:  144A DTC Participant:  Citibank DTC #908 For Credit to Account #: 847169 Contact: Valerie 813-604-1964 [email]
Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Ultra Long Separate Account)	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 Warrants:  1,587 CUSIP:  144A DTC Participant: Citibank DTC #908 For Credit to Account #: 851579 Contact: Valerie 813-604-1964 [email]
Principal Variable Contract Funds, Inc. Balanced	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 Warrants:  1,587 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 294321 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Principal Variable Contracts Funds, Inc. – Bond & Mortgage Securities Account	Existing Notes Principal Amount:  $150,000 New Notes Principal Amount:  $176,000 Warrants:  47,588 CUSIP:  144A DTC Participant: Bank of New York DTC #901 For Credit to Account #: 294315 Contact: Stephanie Schweitzer 412-234-2033 pgh_caa_team@bnymellon.com
Putnam Convertible Income-Growth Trust	Existing Notes Principal Amount:  $3,422,000 New Notes Principal Amount:  $4,020,000 Warrants:  1,085,630 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38QG Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam High Yield Trust	Existing Notes Principal Amount:  $2,120,000 New Notes Principal Amount:  $2,491,000 Warrants:  672,570 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38PD Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam High Yield Advantage Fund	Existing Notes Principal Amount:  $842,000 New Notes Principal Amount:  $989,000 Warrants:  267,125 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MI Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam High Income Securities Fund	Existing Notes Principal Amount:  $532,000 New Notes Principal Amount:  $625,000 Warrants:  168,777 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MJ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Variable Trust – Putnam VT High Yield Fund	Existing Notes Principal Amount:  $607,000 New Notes Principal Amount:  $173,000 Warrants:  192,571 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MN Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Variable Trust – Putnam VT Global Asset Allocation Fund	Existing Notes Principal Amount:  $25,000 New Notes Principal Amount:  $29,000 Warrants:  7,932 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MO Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam Asset Allocation: Growth Portfolio	Existing Notes Principal Amount:  $155,000 New Notes Principal Amount:  $182,000 Warrants:  49,174 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MX Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Asset Allocation: Balanced Portfolio	Existing Notes Principal Amount:  $160,000 New Notes Principal Amount:  $188,000 Warrants:  50,760 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MY Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Asset Allocation: Conservative Portfolio	Existing Notes Principal Amount:  $110,000 New Notes Principal Amount:  $129,000 Warrants:  34,898 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38MZ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Income Strategies Fund	Existing Notes Principal Amount:  $20,000 New Notes Principal Amount:  $23,000 Warrants:  6,345 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38PL Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam Investment Holdings, LLC – PPAM SMA High Yield Convertible Managed Portfolio	Existing Notes Principal Amount:  $4,000 New Notes Principal Amount: $4,000 Warrants:  1,269 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38NZ Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam High Yield Fixed Income Fund, LLC	Existing Notes Principal Amount:  $11,000 New Notes Principal Amount:  $12,000 Warrants:  3,490 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38S4 Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam World Trust – Putnam Global High Yield Bond Fund	Existing Notes Principal Amount:  $485,000 New Notes Principal Amount:  $569,000 Warrants:  153,867 CUSIP: Regulation S DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  PWTI Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Retirement Advantage GAA Balanced Portfolio	Existing Notes Principal Amount:  $15,000 New Notes Principal Amount:  $17,000 Warrants:  4,759 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UE Contact:  John Sontag 617-985-9242 jsontag@statestreet.com

Putnam Retirement Advantage GAA Conservative Portfolio	Existing Notes Principal Amount:  $5,000 New Notes Principal Amount:  $5,000 Warrants:  1,587 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UF Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Retirement Advantage GAA Growth Portfolio	Existing Notes Principal Amount:  $15,000 New Notes Principal Amount:  $17,000 Warrants:  4,759 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UD Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Putnam Retirement Advantage GAA Income Strategies Portfolio	Existing Notes Principal Amount:  $50,000 New Notes Principal Amount:  $58,000 Warrants:  15,863 CUSIP:  144A DTC Participant: State Street Bank & Trust Company DTC #997 For Credit to Account #:  38UG Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
Quattro Fund, Ltd.	Existing Notes Principal Amount:  $1,224,000 New Notes Principal Amount:  $1,438,000 Warrants:  388,314 CUSIP: 144A DTC Participant:  Goldman Sachs DTC #  005 For Credit to Account #:  002222123 Contact:  Cory Davis 212-357-6915 cory.davis@gs.com
Quattro Distressed Opportunities Fund, L.P.	Existing Notes Principal Amount:  $276,000 New Notes Principal Amount:  $324,000 Warrants:  87,561 CUSIP: 144A DTC Participant:  Goldman Sachs DTC #  005 For Credit to Account #:  002033165 Contact:  Cory Davis 212-357-6915 cory.davis@gs.com

Qwest Occupational Health Trust	Existing Notes Principal Amount:  $450,000 New Notes Principal Amount:  $528,000 Warrants:  142,763 CUSIP:  144A DTC Participant:  BNY Mellon DTC # 954 For Credit to Account #: USVF70110002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
Qwest Pension Trust	Existing Notes Principal Amount:  $1,950,000 New Notes Principal Amount:  $2,291,000 Warrants:  618,638 CUSIP:  144A DTC Participant:  BNY Mellon DTC # 954 For Credit to Account #: USWF3530002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
RockView Short Alpha Fund Ltd.	Existing Notes Principal Amount:  $750,000 New Notes Principal Amount:  $881,000 Warrants:  237,938 CUSIP: 144A DTC Participant:  JPMorgan Chase DTC #0352 For Credit to Account #: 10236192 Contact:  Harbani Rana 212-272-4774 harabani.rana@jpmorgan.com
RockView Trading Ltd.	Existing Notes Principal Amount:  $3,225,000 New Notes Principal Amount:  $3,789,000 Warrants:  1,023,132 CUSIP:  144A DTC Participant:  JPMorgan Chase DTC #0352 For Credit to Account #:  10231112 Contact:  Harbani Rana 212-272-4774 harbani.rana@jomorgan.com

RockView Trading Ltd.	Existing Notes Principal Amount:  $3,750,000 New Notes Principal Amount:  $4,406,000 Warrants:  1,189,688 CUSIP: 144A DTC Participant: Goldman Sachs DTC #0005 For Credit to Account #: 002220317 Contact:  Brendan Cavanaugh 212-357-7186 brendan.cavanaugh@gs.com
Seasons Series Trust (Sun America) – Asset Allocation: Diversified Growth Portfolio	Existing Notes Principal Amount:  $20,000 New Notes Principal Amount:  $23,000 Warrants:  6,345 CUSIP:  144A DTC Participant: DTC #997 For Credit to Account #:  JUQA Contact:  John Sontag 617-985-9242 jsontag@statestreet.com
SPM Opportunity Master Fund, L.P.	Existing Notes Principal Amount:  $5,800,000 New Notes Principal Amount:  $6,815,000 Warrants:  1,840,050 CUSIP:  144A DTC Participant: Citigroup Global Markets, Inc. DTC #0418 For Credit to Account #: 522-931D6-2-9 Contact: Oladokun Ajaiyeoba 212-723-4319 oladokun.ajaiyeoba@citi.com
San Diego County Employees Retirement Association	Existing Notes Principal Amount:  $2,060,000 New Notes Principal Amount:  $2,420,000 Warrants:  653,535 CUSIP:  144A DTC Participant:  BNY Mellon DTC #954 For Credit to Account #: SDOF30030802 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
Stichting Pensioenfonds voor Fysiotherapeuten	Existing Notes Principal Amount:  $120,000 New Notes Principal Amount:  $141,000 Warrants:  38,070 CUSIP:  Regulation S DTC Participant:  BNY Mellon DTC #954 For Credit to Account #:  TTZFZ003002 Contact:  Alexander Boatman 315-414-3681 alexander.boatman@bnymellon.com

Tennenbaum Multi-Strategy Master Fund	Existing Notes Principal Amount:  $2,990,000 New Notes Principal Amount:  $3,523,000 Warrants:  951,433 CUSIP:  144A DTC Participant:  BNP Paribas DTC #2154 For Credit to Account #: 31301068 Contact: Kenneth Mak 415-772-1519 kenneth.mak@us.bnpparibas.com
Virginia Retirement System	Existing Notes Principal Amount:  $9,961,000 New Notes Principal Amount:  $11,704,000 Warrants:  3,160,128 CUSIP:  144A DTC Participant:  BNY Mellon DTC # 954 For Credit to Account #: VRSF46420002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
The Washington University	Existing Notes Principal Amount:  $2,780,000 New Notes Principal Amount:  $3,266,000 Warrants:  881,955 CUSIP:  144A DTC Participant:   BNY Mellon DTC # 954 For Credit to Account #: WUSF10180002 Contact:  Andrew Rensko 412-236-0172 TTB_team@mellon.com
Zazove Aggressive Growth Fund, L.P.	Existing Notes Principal Amount:  $4,330,000 New Notes Principal Amount:  $5,087,000 Warrants:  1,373,693 CUSIP:  IAI DTC Participant:  Citigroup DTC # 418 For Credit to Account #: 522-9075R Contact:  Doreen Pappas 212-723-4270 Doreen.pappas@citi.com
Zazove High Yield Convertible Securities Fund, L.P.	Existing Notes Principal Amount:  $4,215,000 New Notes Principal Amount:  $4,952,000 Warrants:  1,337,209 CUSIP:  IAI DTC Participant: Citigroup DTC # 418 For Credit to Account #: 522-9075R Contact:  Doreen Pappas 212-723-4270 Doreen.pappas@citi.com

EXHIBIT A

Schedule of Holders

(1) Name and Address of Holder	(2) Original Principal Amount of Old Notes	(3) Exchange Principal Amount of New Notes/ Exchange Note Cash Payment	(4) Tower Warrant Shares
Century National Insurance Company(1) Jurisdiction of Residency:  California CUSIP No. of Old Notes exchanged: 47214EAA0	$2,420,000	$2,843,000 $500	767,745
Elevator Division Retirement Benefit Plan(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$5,000	$5,000 $875	0
Hy-Vee Employees’ Trust(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$35,000	$41,000 $125	11,104
Interpolis Pensioenen Global High Yield Pool(2) Jurisdiction of Residency: The Netherlands CUSIP No. of Old Notes exchanged:  47214EAA0	$430,000	$505,000 $250	136,418
Iowa Judicial Retirement System(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$10,000	$11,000 $750	0
LGT Multi Manager Bond High Yield (USD)(2) Jurisdiction of Residency: Liechtenstein CUSIP No. of Old Notes exchanged:  47214EAA0	$135,000	$158,000 $625	42,829
LGT Capital Invest (SC3) Limited – U.S. High Yield Convertible(2) Jurisdiction of Residency: Liechtenstein CUSIP No. of Old Notes exchanged:  47214EAA0 - $400,000; 00489AAA5 - $493,000	$893,000	$1,049,000 $275	283,305
Lockheed Martin Corporation Master Retirement Trust(1) Jurisdiction of Residency:  Maryland CUSIP No. of Old Notes exchanged: 47214EAA0	$1,870,000	$2,197,000 $250	593,258

Marsh & McLennan Companies, Inc. U.S. Retirement Plan – High Yield(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0 - $60,000;  00489AAA5 - $110,000	$170,000	$199,000 $750	53,933
Meijer(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$30,000	$35,000 $250	9,518
National Railroad Retirement Investment Trust(1) Jurisdiction of Residency:  Established pursuant to Section 105 of the Railroad Retirement and Survivor’s Improvement Act of 2001 CUSIP No. of Old Notes exchanged:  47214EAA0	$6,000,000	$7,050,000	1,903,500
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Conservative Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$36,000	$42,000 $300	11,421
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$92,000	$108,000 $100	29,187
Ohio Tuition Trust Authority – Ohio Variable College Savings Fund – Putnam CollegeAdvantage GAA Balanced Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$109,000	$128,000 $75	34,581
Painting Industry Annuity Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$25,000	$29,000 $375	0
Principal Funds, Inc. – Bond & Mortgage Securities Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$1,090,000	$1,280,000 $750	345,803
Principal Funds, Inc. – High Yield Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$11,205,000	$13,165,000 $875	3,554,787

Principal Global Investors Fund – High Yield Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$55,000	$64,000 $625	17,449
Principal Global Investors Trust – High Yield Fixed Income Fund(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$75,000	$88,000 $125	23,794
Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Bond & Mortgage Separate Account)(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$2,310,000	$2,714,000 $250	732,848
Principal Life Insurance Company On Behalf of One or More Separate Accounts (Principal Life Insurance Company, DBA Ultra Long Separate Account)(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$5,000	$5,000 $875	1,587
Principal Variable Contract Funds, Inc. Balanced(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$5,000	$5,000 $875	1,587
Principal Variable Contracts Funds, Inc. – Bond & Mortgage Securities Account(3) Jurisdiction of Residency: CUSIP No. of Old Notes exchanged:	$150,000	$176,000 $250	47,588
Putnam Convertible Income-Growth Trust(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$3,422,000	$4,020,000 $850	1,085,630
Putnam High Yield Trust(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$2,120,000	$2,491,000	672,570
Putnam High Yield Advantage Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0 - $20,000; 00489AAA5 - $822,000	$842,000	$989,000 $350	267,125
Putnam High Income Securities Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$532,000	$625,000 $100	168,777

Putnam Variable Trust – Putnam VT High Yield Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  00489AAA5	$607,000	$713,000 $225	192,571
Putnam Variable Trust – Putnam VT Global Asset Allocation Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$25,000	$29,000 $375	7,932
Putnam Asset Allocation:  Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$155,000	$182,000 $125	49,174
Putnam Asset Allocation:  Balanced Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$160,000	$188,000	50,760
Putnam Asset Allocation:  Conservative Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$110,000	$129,000 $250	34,898
Putnam Income Strategies Fund(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$20,000	$23,000 $500	6,345
Putnam Investment Holdings, LLC – PPAM SMA High Yield Convertible Managed Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$4,000	$4,000 $700	1,269
Putnam High Yield Fixed Income Fund, LLC(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0 - $5,000; 00489AAA5 - $6,000	$11,000	$12,000 $925	3,490
Putnam World Trust – Putnam Global High Yield Bond Fund(2) Jurisdiction of Residency: Ireland CUSIP No. of Old Notes exchanged:  47214EAA0	$485,000	$569,000 $875	153,867

Putnam Retirement Advantage GAA Balanced Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$15,000	$17,000 $625	4,759
Putnam Retirement Advantage GAA Conservative Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$5,000	$5,000 $875	1,587
Putnam Retirement Advantage GAA Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$15,000	$17,000 $625	4,759
Putnam Retirement Advantage GAA Income Strategies Portfolio(2) Jurisdiction of Residency:  United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$50,000	$58,000 $750	15,863
Quattro Fund, Ltd. Notice Address: c/o Quattro Global Capital, LLC 546 Fifth Avenue, 19th Floor New York, NY  10036 Attn:  Sherri Andrews Phone:  (212) 201-8760 Fax:  (212)  201-8777 Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged: 00489AAA5	$1,224,000	$1,438,000 $200	388,314
Quattro Distressed Opportunities Fund, L.P. Notice Address: c/o Quattro Global Capital, LLC 546 Fifth Avenue, 19th Floor New York, NY  10036 Attn:  Sherri Andrews Phone:  (212) 201-8760 Fax:  (212)  201-8777 Jurisdiction of Residency:  United States of America CUSIP No. of Old Notes exchanged: 47214EAA0	$276,000	$324,000 $300	87,561
Qwest Occupational Health Trust(1) Jurisdiction of Residency:  Plan sponsor is in Delaware with principal executive offices in Colorado CUSIP No. of Old Notes exchanged:  47214EAA0	$450,000	$528,000 $750	142,763

Qwest Pension Trust(1) Jurisdiction of Residency:  Plan sponsor is in Delaware with principal executive offices in Colorado CUSIP No. of Old Notes exchanged:  47214EAA0	$1,950,000	$2,291,000 $250	618,638
RockView Short Alpha Fund Ltd. Notice Address: RockView Capital Metro Center One Station Place, 7th Floor Stamford, CT  06902 Attn:  Alan Bluestine Jurisdiction of Residency: Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$750,000	$881,000 $250	237,938
RockView Trading Ltd. Notice Address: RockView Capital Metro Center One Station Place, 7th Floor Stamford, CT  06902 Attn:  Alan Bluestine Jurisdiction of Residency: Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$6,975,000	$8,195,000 $625	2,212,820
Seasons Series Trust (Sun America) – Asset Allocation:  Diversified Growth Portfolio(2) Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged:  47214EAA0	$20,000	$23,000 $500	6,345
SPM Opportunity Master Fund, L.P. Notice Address: SPM Opportunity Master Fund, L.P. c/o  Ward McGraw Chief Financial Officer 2187 Atlantic Street, 4th Floor Stamford, CT 06902 P: (203) 351-2877   Fax: (203) 351-2879 Jurisdiction of Residency: United States of America CUSIP No. of Old Notes exchanged: 47214EAA0	$5,800,000	$6,815,000	1,840,050
San Diego County Employees Retirement Association(1) Jurisdiction of Residency:  California CUSIP No. of Old Notes exchanged:  47214EAA0	$2,060,000	$2,420,000 $500	653,535

Stichting Pensioenfonds voor Fysiotherapeuten(2) Jurisdiction of Residency: The Netherlands CUSIP No. of Old Notes exchanged:  47214EAA0	$120,000	$141,000	38,070
Tennenbaum Multi-Strategy Master Fund Notice Address: Tennenbaum Capital Partners LLC 2951 28th Street, Suite 1000 Santa Monica, CA  90405 Attn:  Sumit Sablok Fax:  (310) 899-4994 Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged: 47214EAA0	$2,999,000	$3,523,000 $825	951,433
Virginia Retirement System(1) Jurisdiction of Residency:  Virginia CUSIP No. of Old Notes exchanged:  47214EAA0	$9,961,000	$11,704,000 $175	3,160,128
The Washington University(1) Jurisdiction of Residency:  Missouri CUSIP No. of Old Notes exchanged:  47214EAA0	$2,780,000	$3,266,000 $500	881,955
Zazove Aggressive Growth Fund, L.P.(1) Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$4,330,000	$5,087,000 $750	1,373,693
Zazove High Yield Convertible Securities Fund, L.P.(1) Jurisdiction of Residency:  Cayman Islands CUSIP No. of Old Notes exchanged:  47214EAA0	$4,215,000	$4,952,000 $625	1,337,209
Total	$79,643,000	$93,556,000 $24,525	25,254,070

(1)Indicates Zazove Associates, LLC is acting as investment advisor with respect to such Holder.

Notice Address:

Zazove Associates, LLC

1033 Skokie Blvd., Suite 310

Northbrook, IL  60062

Attn:  Steven M. Kleiman

Fax:  847.239.7101

Email:  skleiman@zazove.com

(2)Notice Address:

c/o Putnam Investments

One Post Office Square

Boston, MA  02106

Attn:  General Counsel

Fax:  (617) 760-1625

(3)Notice Address:

Credit and Financials: Eddie Vonnahme, CFA Principal Global Investors, LLC 801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-362-2018 Fax: 515-362-2326 vonnahme.eddie@principal.com	Credit and Financials: Mark Denkinger Principal Global Investors, LLC  801 Grand Avenue G-26    Des Moines, Iowa 50392-0800 Phone - 515-248-8016 Fax: 515-362-2326 Denkinger.Mark@principal.com
Administrative: Luke Walker Principal Global Investors, LLC 801 Grand Avenue     Des Moines, Iowa 50392-0960 Phone: 515-235-1340 FAX :  1-866-508-8946 dlgaminvacctbankloan@exchange.principal.com	Legal: Sally D. Sorensen, Paralegal Analyst Principal Life Insurance Company 711 High Street, G-34 Des Moines, Iowa 50392-0301 Phone:  (515) 247-6986 Fax:           (866) 496-6527 sorensen.sally.d@principal.com

EXHIBIT B

Form of Indenture

EXHIBIT C

Form of Warrant Agreement

EXHIBIT D

Form of Company Registration Rights Agreement

EXHIBIT E

Form of Tower Registration Rights Agreement

EXHIBIT F

Form of Opinion of Eilenberg & Krause LLP

EXHIBIT G

Form of Opinion of Yigal Arnon & Co.

EXHIBIT H

Form of Opinion of Chief Legal Officer of Jazz Technologies, Inc.

EX-31.1 6 exhibit_31-1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION

I, Rafi Mor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2010

/s/ Rafi Mor

Rafi Mor

_____

(Principal Executive Officer)

EX-31.2 7 exhibit_31-2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION

I, Susanna H. Bennett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2010

	/s/ SUSANNA H. BENNETT
	Susanna H. Bennett
Chief Financial Officer
(Principal Financial and Accounting Officer)

-----END PRIVACY-ENHANCED MESSAGE-----

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Rafi Mor, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2010

/s/ Rafi Mor

Rafi Mor

_____

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Susanna H. Bennett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2010

	/s/ SUSANNA H. BENNETT
	Susanna H. Bennett
Chief Financial Officer
(Principal Financial and Accounting Officer)